Trading Terms

1.INTERPRETATION

1.1 Definitions:

Business Day: a day other than a Saturday, Sunday or public holiday in England, when banks in London are open for business.
Business Hours: the period from 8.30 am to 5.00 pm on any Business Day.
Conditions: the terms and conditions set out in this document as amended from time to time in accordance with clause 11.4.
Contract: the contract between the Supplier and the Customer for the sale and purchase of the Goods in accordance with these Conditions.
Customer: the person or firm who purchases the Goods from the Supplier.
Delivery Location: has the meaning given in clause 4.2
Force Majeure Event: an event, circumstance or cause beyond a party’s reasonable control.
Goods: the goods (or any part of them) set out in the Order.
Order: the Customer’s order for the Goods, as set out in the Customer’s purchase order form, in the Customer’s written acceptance of the Supplier’s quotation or verbal acceptance via telephone communication.
Specification: any specification for the Goods, including any related plans and drawings, that is agreed in writing by the Customer and the Supplier.
Supplier: Fenton Packaging Limited (registered in England and Wales with company number 01701605).

 

1.2 Interpretation:

(a) A person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality).

(b) A reference to a party includes its personal representatives, successors and permitted assigns.

(c) A reference to legislation or a legislative provision is a reference to it as amended or re-enacted. A reference to legislation or a legislative provision includes all subordinate legislation made under that legislation or legislative provision.

(d) Any words following the terms including, include, in particular, for example or any similar expression shall be interpreted as illustrative and shall not limit the sense of the words preceding those terms.

(e) A reference to writing or written excludes fax and email.

 

2. BASIS OF CONTRACT

2.1 These Conditions apply to the Contract to the exclusion of any other terms that the Customer seeks to impose or incorporate, or which are implied by law, trade custom, practice or course of dealing.

 

2.2 The Order constitutes an offer by the Customer to purchase the Goods in accordance with these Conditions. The Customer is responsible for ensuring that the terms of the Order and any applicable Specification are complete and accurate.

 

2.3 The Order shall only be deemed to be accepted when the Supplier issues a written acceptance of the Order, at which point the Contract shall come into existence.

 

2.4 The Customer waives any right it might otherwise have to rely on any term endorsed upon, delivered with or contained in any documents of the Customer that is inconsistent with these Conditions.

 

2.5 Any samples, drawings, descriptive matter or advertising produced by the Supplier and any descriptions or illustrations contained in the Supplier’s catalogues or brochures are produced for the sole purpose of giving an approximate idea of the Goods referred to in them. They shall not form part of the Contract nor have any contractual force.

 

2.6 A quotation for the Goods given by the Supplier shall not constitute an offer. A quotation shall only be valid for a period of 30 days from its date of issue.

 

3. GOODS

3.1 The Goods are described by any applicable Specification.

 

3.2 The Customer shall indemnify the Supplier against all liabilities, costs, expenses, damages and losses (including any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal and other professional costs and expenses) suffered or incurred by the Supplier in connection with any claim made against the Supplier for actual or alleged infringement of a third party’s intellectual property rights arising out of or in connection with the Supplier’s use of the Specification. This clause 3.2 shall survive termination of the Contract.

 

3.3 The Customer shall indemnify the Supplier against all liabilities, costs, expenses, damages and losses (including any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal and other professional costs and expenses) suffered or incurred by the Supplier in connection with any claim made against the Supplier by any third party for compensation in connection with the Goods supplied by the Supplier to the Customer.

 

3.4 The Supplier reserves the right to amend the Specification if required by any applicable statutory or regulatory requirement, and the Supplier shall notify the Customer in any such event.

 

4. DELIVERY

4.1 The Supplier shall ensure that:

(a) each delivery of the Goods is accompanied by a delivery note that shows the date of the Order, all relevant Customer and Supplier reference numbers, the type and quantity of the Goods (including the code number of the Goods, where applicable), special storage instructions (if any) and, if the Goods are being delivered by instalments, the outstanding balance of Goods remaining to be delivered; and

(b) if the Supplier requires the Customer to return any packaging materials to the Supplier, that fact is clearly stated on the delivery note. The Customer shall make any such packaging materials available for collection at such times as the Supplier shall reasonably request. Returns of packaging materials shall be at the Supplier’s expense.

 

4.2 The Supplier shall deliver the Goods to the location set out in the Order or such other location as the parties may agree (Delivery Location) at any time after the Supplier notifies
the Customer that the Goods are ready.

 

4.3 Delivery is completed on the completion of unloading of the Goods at the Delivery Location

 

4.4 The Customer must inspect that the Goods delivered match the dispatch note provided by the driver, and that they conform with the Order. The Customer must then sign for the delivery.

 

4.5 Any dates quoted for delivery are approximate only, and the time of delivery is not of the essence. The Supplier shall not be liable for any delay in delivery of the Goods that is caused by a Force Majeure Event or the Customer’s failure to provide the Supplier with adequate delivery instructions or any other instructions that are relevant to the supply of the Goods.

 

4.6 If the Supplier fails to deliver the Goods, its liability shall be limited to replacement of the Goods. The Supplier shall have no liability for any failure to deliver the Goods to the extent that such failure is caused by a Force Majeure Event or the Customer’s failure to provide the Supplier with adequate delivery instructions or any other instructions that are relevant to the supply of the Goods.

 

4.7 If the Customer fails to accept delivery of the Goods within three Business Days of the Supplier notifying the Customer that the Goods are ready, then, except where such failure or delay is caused by a Force Majeure Event or the Supplier’s failure to comply with its obligations under the Contract in respect of the Goods:

(a) delivery of the Goods shall be deemed to have been completed at 9.00 am on the third Business Day after the day on which the Supplier notified the Customer that the Goods were ready; and

(b) the Supplier shall store the Goods until actual delivery takes place, and charge the Customer for all related costs and expenses (including insurance).

 

4.8 If four weeks after the day on which the Supplier notified the Customer that the Goods were ready for delivery the Customer has not accepted actual delivery of them, the Supplier may resell or otherwise dispose of part or all of the Goods and, after deducting reasonable storage costs. and selling costs, charge the Customer for any shortfall below the price of the Goods.

 

4.9 If the Supplier delivers up to and including 10% more or less than the quantity of Goods ordered the Customer may not reject them.

 

4.10 The Supplier may deliver the Goods by instalments, which shall be invoiced and paid for separately. Each instalment shall constitute a separate contract. Any delay in delivery or defect in an instalment shall not entitle the Customer to cancel any other instalment.

 

4.11 The Supplier shall endeavour (but for the avoidance of doubt, not guarantee) to meet any deliver requirements requested by the Customer such as the use of a tail lift, vehicle size restrictions or set dates.

 

5 QUALITY

5.1 The Supplier warrants that on delivery, the Goods shall:

(a) Conform with their description and any applicable Specification;

(b) be free from material defects in design, material and workmanship;

(c) be of satisfactory quality (within the meaning of the Sale of Goods Act 1979); and

(d) be fit for any purpose held out by the Supplier.

 

5.2 Subject to clause 5.3, if:

(a) the Customer gives notice in writing to the Supplier within 48 hours of delivery that some or all of the Goods do not comply with the warranty set out in clause 5.1 Such notice must be made in writing and accompanied by supporting documents If applicable.

(b) the Supplier is given a reasonable opportunity of examining such Goods; and

(c) the Customer (if asked to do so by the Supplier) returns such Goods to the Supplier’s place of business at the Customer’s cost, the Supplier shall, at its sole discretion, repair or replace the defective Goods, or refund the price of the defective Goods in full.

 

5.3 The Supplier shall not be liable for the Goods’ failure to comply with the warranty set out in clause 5.1 if:

(a) the Customer makes any further use of such Goods after giving notice in accordance with clause 5.2;

(b) the defect arises because the Customer failed to follow the Supplier’s oral or written instructions as to the storage, commissioning, installation, use and maintenance of the Goods or (if there are none) good trade practice regarding the same;

(c) the defect arises as a result of the Supplier following any drawing, design or specification supplied by the Customer;

(d) the Customer alters or repairs such Goods without the written consent of the Supplier;

(e) the defect arises as a result of fair wear and tear, wilful damage, negligence, or abnormal storage or working conditions; or

(f) the Goods differ from their description as a result of changes made to ensure they comply with applicable statutory or regulatory requirements.

 

5.4 Except as provided in this clause 5, the Supplier shall have no liability to the Customer in respect of the Goods’ failure to comply with the warranty set out in clause 5.1.

 

5.5 Returns shall not be accepted by the Supplier unless agreed to in writing and accompanied by an authorisation return form detailing the product codes and quantities. Risk of the returned Goods shall be borne by the Customer.

 

5.6 The terms implied by sections 13 to 15 of the Sale of Goods Act 1979 are, to the fullest extent permitted by law, excluded from the Contract.

 

5.7 These Conditions shall apply to any repaired or replacement Goods supplied by the Supplier.

 

6. TITLE AND RISK

6.1 The risk in the Goods shall pass to the Customer on completion of loading of the Goods onto the transporting vehicle.

 

6.2 Title to the Goods shall not pass to the Customer until the earlier of:

(a) the Supplier receives payment in full (in cash or cleared funds) for the Goods and any other goods that the Supplier has supplied to the Customer, in which case title to the Goods shall pass at the time of payment of all such sums; and

(b) the Customer resells the Goods, in which case title to the Goods shall pass to the Customer at the time specified in clause 6.4.

 

6.3 Until title to the Goods has passed to the Customer, the Customer shall:

(a) store the Goods separately from all other goods held by the Customer so that they remain readily identifiable as the Supplier’s property;

(b) not remove, deface or obscure any identifying mark or packaging on or relating to the Goods;

(c) maintain the Goods in satisfactory condition and keep them insured against all risks for their full price from the date of delivery;

(d) notify the Supplier immediately if it becomes subject to any of the events listed in clause 9.1 (b)to clause 9.1(d); and

(e) give the Supplier such information as the Supplier may reasonably require from time to time relating to:

(i) the Goods; and

(ii) the ongoing financial position of the Customer.

 

6.4 Subject to clause 6.5, the Customer may resell or use the Goods in the ordinary course of its business (but not otherwise) before the Supplier receives payment for the Goods. However, if the Customer resells the Goods before that time:

(a) it does so as principal and not as the Supplier’s agent;

(b) title to the Goods shall pass from the Supplier to the Customer immediately before the time at which resale by the Customer occurs; and

(c) outstanding payments to Goods of which the title passes to the Customer shall become immediately due.

 

6.5 At any time before title to the Goods passes to the Customer, the Supplier may:

(a) by notice in writing, terminate the Customer’s right under clause 6.4 to resell the Goods or use them in the ordinary course of its business; and

(b) require the Customer to deliver up all Goods in its possession that have not been resold, or irrevocably incorporated into another product and if the Customer fails to do so promptly, enter any premises of the Customer or of any third party where the Goods are stored in order to recover them.

 

7. PRICE AND PAYMENT

7.1 The price of the Goods shall be the price set out in the Order, or, if no price is quoted, the price set out in the Supplier’s published price list in force as at the date of delivery

 

7.2 The Supplier may, by giving notice to the Customer at any time before delivery, increase the price of the Goods to reflect any increase in the cost of the Goods that is due to:

(a) any factor beyond the Supplier’s control (including foreign exchange fluctuations, increases in taxes and duties, and increases in labour, materials and other manufacturing costs);

(b) any request by the Customer to change the delivery date(s), quantities or types of Goods ordered, or the Specification;

(c) any delay caused by any instructions of the Customer or failure of the Customer to give the Supplier adequate or accurate information or instructions; or

(d) a statutory or other government measure.

 

7.3 Where the Supplier increases the price by more than 10% under clause 7.2(a) to (c), the Customer shall have the right to terminate the Order or any part of it. If the Supplier
increases the price due to circumstances in accordance with clause 7.2(d), the Customer shall have no right terminate the Order or any part of it. For an order to be terminated by the Customer in accordance with this clause 7.3, the Customer must notify the Supplier within 24 hours of notice of the increase in price.

 

7.4 The price of the Goods:

(a) excludes amounts in respect of value added tax (VAT), which the Customer shall additionally be liable to pay to the Supplier at the prevailing rate, subject to the receipt of a valid VAT invoice;

(b) excludes the costs and charges of packaging and insurance which shall be invoiced to the Customer

(c) excludes the costs of transport of the Goods, which shall be invoiced to the Customer, except where the value of an Order exceeds £500 (plus VAT) on a normal 3 to 5 Business Day lead time, and the Goods are in stock.

 

7.5 The Supplier may invoice the Customer for the Goods on or at any time after the completion of delivery.

 

7.6 The Customer shall pay each invoice submitted by the Supplier:

(a) within 30 days of the end of the month of the date of the invoice or in accordance with any credit terms agreed by the Supplier and confirmed in writing to the Customer; and

(b) in full and in cleared funds to a bank account nominated in writing by the Supplier, and time for payment shall be of the essence of the Contract.

 

7.7 If the Customer fails to make a payment due to the Supplier under the Contract by the due date, then, without limiting the Supplier’s remedies under clause 9, the Customer shall pay interest on the overdue sum from the due date until payment of the overdue sum, whether before or after judgment. Interest under this clause 7.7 will accrue each day at 4% a year above the Bank of England’s base rate from time to time, but at 4% a year for any period when that base rate is below 0%.

 

7.8 All amounts due under the Contract shall be paid in full without any set-off, counterclaim, deduction or withholding (other than any deduction or withholding of tax as required by law).

 

7.9 Monies owed to the Supplier by the Customer shall be applied to invoices due in order of oldest to most recent, regardless of which invoice the Customer seeks to settle.

 

7.10 The Supplier may seek security from the Customer over the fulfilment of its obligations under the agreement, and where the Customer fails to provide such security, the Supplier may suspend its obligations under the Agreement. This clause 7.10 does not affect the rights of the Supplier, particularly clause 9.

 

7.11 If the Supplier implements debt-collection measure against the Customer in regard to default payments, all costs, charges, expenses and other fees incurred in the recovery of payment shall be borne by the Customer.

 

8. LIMITATION OF LIABILITY

8.1 The restrictions on liability in this clause 8 apply to every liability arising under or in connection with the Contract including liability in contract, tort (including negligence), misrepresentation, restitution or otherwise.

 

8.2 Nothing in the Contract limits any liability which cannot legally be limited, including liability for:

(a) death or personal injury caused by negligence;

(b) fraud or fraudulent misrepresentation;

(c) breach of the terms implied by section 12 of the Sale of Goods Act 1979; or

(d) defective Goods under the Consumer Protection Act 1987.

 

8.3 Subject to clause 8.2, the Supplier’s total liability to the Customer shall not exceed the cost of the Goods purchased by the Customer.

 

8.4 Subject to clause 8.2, the following types of loss are wholly excluded:

(a) loss of profits;

(b) loss of sales or business;

(c) loss of agreements or contracts;

(d) loss of anticipated savings;

(e) loss of use or corruption of software, data or information;

(f) loss of or damage to goodwill; and

(g) indirect or consequential loss.

 

8.5 The Customer’s right to make a claim shall lapse after a period of 6 months from delivery of the Goods. Such limitation shall not apply if the loss suffered can be attributed to the intent or deliberate recklessness of the Supplier.

 

8.6 This clause 8 shall survive termination of the Contract.

 

9. TERMINATION

9.1 Without limiting its other rights or remedies, the Supplier may terminate this Contract with immediate effect by giving written notice to the Customer if:

(a) the Customer commits a material breach of any term of the Contract and (if such a breach is remediable) fails to remedy that breach within 14 days of that party being notified in writing to do so;

(b) the Customer takes any step or action in connection with its entering administration, provisional liquidation or any composition or arrangement with its creditors (other than in relation to a solvent restructuring), obtaining a moratorium, being wound up (whether voluntarily or by order of the court, unless for the purpose of a solvent restructuring), having a receiver appointed to any of its assets or ceasing to carry on business or, if the step or action is taken in another jurisdiction, in connection with any analogous procedure in the relevant jurisdiction;

(c) the Customer suspends, threatens to suspend, ceases or threatens to cease to carry on all or a substantial part of its business; or

(d) the Customer’s financial position deteriorates so far as to reasonably justify the opinion that its ability to give effect to the terms of the Contract is in jeopardy.

 

9.2 Without limiting its other rights or remedies, the Supplier may suspend provision of the Goods under the Contract or any other contract between the Customer and the Supplier if the Customer becomes subject to any of the events listed in clause 9.1 (b) to clause 9.1 (d), or the Supplier reasonably believes that the Customer is about to become subject to any of them, or if the Customer fails to pay any amount due under this Contract on the due date for payment.

 

9.3 Without limiting its other rights or remedies, the Supplier may terminate the Contract with immediate effect by giving written notice to the Customer if the Customer fails to pay any amount due under the Contract on the due date for payment.

 

9.4 On termination of the Contract for any reason the Customer shall immediately pay to the Supplier all of the Supplier’s outstanding unpaid invoices and interest and, in respect of Goods supplied but for which no invoice has been submitted, the Supplier shall submit an invoice, which shall be payable by the Customer immediately on receipt.

 

9.5 Termination or expiry of the Contract, however arising, shall not affect any of the parties’ rights and remedies that have accrued as at termination or expiry, including the right to claim damages in respect of any breach of the Contract which existed at or before the date of termination or expiry.

 

9.6 Any provision of the Contract that expressly or by implication is intended to come into or continue in force on or after termination or expiry of the Contract shall remain in full force and effect.

 

10. FORCE MAJEURE

Neither party shall be in breach of the Contract or otherwise liable for any failure or delay in the performance of its obligations if such delay or failure results from a Force Majeure Event. The time for performance of such obligations shall be extended accordingly. If the period of delay or non-performance continues for 4 weeks, the party not affected may terminate the Contract by giving 7 days’ written notice to the affected party.

 

11. GENERAL

11.1 Assignment and other dealings.

(a) The Supplier may at any time assign, transfer, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with all or any of its rights or obligations under the Contract.

(b) The Customer may not assign, transfer, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with any or all of its rights or obligations under the Contract without the prior written consent of the Supplier.

 

11.2 Confidentiality.

(a) Each party undertakes that it shall not at any time during the Contract and for a period of two years after termination or expiry of the Contract, disclose to any person any confidential information concerning the business, assets, affairs, customers, clients or suppliers of the other party, except as permitted by clause 11.2 (b).

(b) Each party may disclose the other party’s confidential information:

(i) to its employees, officers, representatives, contractors, subcontractors or advisers who need to know such information for the purposes of exercising the party’s rights or carrying out its obligations under the Contract. Each party shall ensure that its employees, officers, representatives, contractors, subcontractors or advisers to whom it discloses the other party’s confidential information comply with this clause 11.2; and

(ii) as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.

(c) Neither party shall use the other party’s confidential information for any purpose
other than to exercise its rights and perform its obligations under or in connection with the Contract.

 

11.3 Entire agreement.

(a) The Contract constitutes the entire agreement between the parties.

(b) Each party acknowledges that in entering into the Contract it does not rely on any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in the Contract. Each party agrees that it shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in the Contract.

 

11.4 Variation.

No variation of this Contract shall be effective unless it is in writing and signed by the parties (or their authorised representatives).

 

11.5 Waiver.

(a) A waiver of any right or remedy is only effective if given in writing and shall not be deemed a waiver of any subsequent right or remedy.

(b) A delay or failure to exercise, or the single or partial exercise of, any right or remedy shall not waive that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy.

 

11.6 Severance. If any provision or part-provision of the Contract is or becomes invalid, illegal or unenforceable, it shall be deemed deleted, but that shall not affect the validity and enforceability of the rest of the Contract. If any provision of the Contract is deemed deleted under this clause 11.6 the parties shall negotiate in good faith to agree a replacement provision that, to the greatest extent possible, achieves the intended commercial result of the original provision.

 

11.7 Notices.

(a) Any notice given to a party under or in connection with the Contract shall be in writing and shall be:

(i) delivered by hand or by pre-paid first-class post or other next working day delivery service at its registered office (if a company) or its principal place of business (in any other case); or

(ii) sent by email to the following addresses (or an address substituted in writing by the party to be served):

Supplier: Fenton Packaging Limited, Unit 1, Kinetic 45, New Market Lane, Leeds, LS9 OSH, West Yorkshire

Customer: its registered office (if a company) or its principal place of business (in any other case)

(b) Any notice shall be deemed to have been received:

(i) if delivered by hand, at the time the notice is left at the proper address;

(ii) if sent by pre-paid first-class post or other next working day delivery service, at 9.00 am on the second Business Day after posting; or

(iii) if sent by email, at the time of transmission, or, if this time falls outside Business Hours in the place of receipt, when Business Hours resume.
(c) This clause does not apply to the service of any proceedings or other documents in any legal action or, where applicable, any arbitration or other method of dispute resolution.

 

11.8 Third party rights.

(a) The Contract does not give rise to any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of the Contract.

(b) The rights of the parties to rescind or vary the Contract are not subject to the consent of any other person.

 

11.9 Governing law. The Contract, and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation, shall be governed by and construed in accordance with the law of England and Wales.

 

11.10 Jurisdiction. Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with the Contract or its subject matter or formation.

Schedule 1 Printed and Bespoke Product Agreement

1. STANDARD TERMS

The standard terms and conditions of sale of the Supplier, which are detailed above shall apply to the contract for the Supplier to provide Goods to the Customer together with the special terms and conditions expressly set out or referred to in this Schedule. These special terms and conditions are to be read in conjunction with the standard terms and conditions, however to the extent that there is any inconsistency between such standard and special terms and conditions, the special terms and conditions in this Schedule shall prevail.

 

2. ORIGINATION CHARGES

Charges for the initial production of artwork received from the Customer, including adaptation of the Customer’s new, existing, or amended artwork designs, and the manufacturing of the printing plates or digital format shall be borne by the Customer.

 

3. ARTWORK

The Customer must submit a black and white or colour copy of the required design, with signed approval, prior to printing. Should the Customer abort printing, all work undertaken until the date of written notice of cancellation shall be charged to the Customer. In such circumstances, the Supplier shall invoice the Customer for the costs.

 

4. LEAD-TIME

Upon the Supplier’s receipt of approved artwork and the signed approval from the Customer, the printed and/or bespoke Goods shall be scheduled into the production plan of the manufacturer appointed by the Supplier. For the avoidance of doubt, where an Order for printed and/or bespoke Goods is not accompanied by the Customer’s signed approval of artwork and official orders, production and delivery time shall not begin until the Supplier is in receipt of all information necessary for performance of the agreement.

 

5. PRODUCTION OVER-RUNS AND UNDER-RUNS

The Supplier shall use all endeavours to produce the quantity ordered, however where the Supplier delivers up to and including 10% more or less than the quantity of Goods ordered the Customer may not reject them.

 

6. DELIVERY AND DELIVERY TIME

Printed and bespoke Goods can be called-off by the Customer in quantities agreed with the Supplier from the minimum quantity as stipulated by the appointed manufacturer. A clear monthly or quarterly (as agreed) usage/volume requirement shall be submitted by the Customer to the Supplier in order to enable the Supplier to maintain sufficient stock levels. The Customer’s failure to accept delivery of the agreed quantity of printed and/or bespoke Goods on the agreed delivery date shall result in storage charges of £5 per pallet per week. The Supplier shall be entitled to invoice the Customer for Goods that are stored for a period of three months and pallet storage charges shall continue to be applied.

 

7. PAYMENT

The Supplier may invoice the Customer upfront for any Order below the value of £1000 (exclusive of VAT) or 10 Pallets, whichever the greater. The Supplier offers three payment options for Orders on printed and/or bespoke Goods:

Option 1: Pro-forma basis where full payment is required on approval of artwork. Stock shall be delivered in full on production of completion.

Option 2: Pro-forma basis where full payment is required on approval of artwork. Stock shall be drawn off over a period agreed by the parties, but not exceeding 24 weeks from the Supplier’s receipt of stock from the appointed manufacturer. For the avoidance of doubt, where this payment option 2 is chosen, the Goods shall not be subject to pallet storage charges unless delivery does not take place within 24 weeks.

Option 3: Credit account basis in accordance with the Supplier’s credit payment terms (provided when required) with a call off over a period but not exceeding 12 weeks from the Supplier’s receipt of stock from the appointed manufacturer. If a call off period exceeds 12 weeks’ the Supplier reserves the right to invoice the Customer for payment of all remaining Goods. Delivery of remaining Goods shall be made no later than 24 weeks after the Supplier’s receipt of the stock.

 

8. OUT OF CONTRACT STORAGE AND DELIVERY CONDITIONS

Should storage of Goods exceed the terms of the Agreement, any outstanding balance of stock may be invoiced and 14 days’ notice shall be provided prior to Goods being delivered to the Delivery Location or pallet storage charges shall continue to apply. Should the Customer reject delivery of the Goods, the Supplier shall be entitled to dispose of the Goods without further notice. Any stock disposed of by the Supplier shall still be liable for payment from the Customer as per the agreed payment option.

 

9. RE-ORDER OUT OF CONTRACT

For re-ordering and/or when Goods have been supplied, further orders (not subject to artwork amendments) are subject to manufacturer lead times. Where payment option 1 or 2 are applied, the Supplier requires a minimum of 8 weeks’ written notice of re-print requirements. The Customer will be issued with a re-order form which is required to be signed and returned prior to stock being produced. Where payment option 3 is applied, the Supplier shall monitor stock usage when stock reaches the pre-agreed re-order level, the Customer will be issued with a re-order form which is required to be signed and returned prior to stock being produced.