- “BUYER” means the person who buys or agrees to buy the goods from the seller.
- “CONDITIONS” means the terms and conditions of sale set out in this document and any special terms and conditions agreed to in writing by the seller.
- “LEAD TIME” means the estimated duration between receipt of the buyers order and delivery of the goods.
- “GOODS” means the articles, which the buyer agrees to buy from the seller.
- “PRICE” means the price for the goods including carriage, except where quoted “ex works”.
- “SELLER” means Opal Envelopes Limited.
- “THE ORDER” means the order in respect of which these Terms and Conditions relate to.
- The Seller shall sell and the Buyer shall purchase the Goods in accordance with the terms of the Order.
- These conditions shall apply to all Orders for the sale of Goods by the Seller to the exclusion of all other terms and conditions including any terms and conditions which the Buyer may purport to apply under any purchase Order, confirmation of Order or similar document.
- All Orders shall be deemed to be an offer by the Buyer to purchase Goods pursuant to these conditions.
- Acceptance of delivery of the Goods shall be deemed conclusive evidence of the Buyer’s acceptance of these Conditions.
- Any variation to these Conditions (including any special terms and conditions agreed between the parties) shall be inapplicable unless agreed in writing by the Seller.
- The Seller’s employees or agents are not authorised to make any representations concerning the Goods unless confirmed by the Seller in writing.
The Price and Payment
- The quoted price shall be the sellers quoted price, which is a delivered price, except where quoted “ex works” and is exclusive of vat and other taxes or duties which shall be due at the rate ruling at the date of the seller’s invoice. The price is also exclusive of any and all applicable freight insurance.
- Quotations given by the seller unless otherwise specifically stated in them shall be open for acceptance by the buyer for a period of 30 days.
- Prices invoiced are calculated in respect of the quantity of goods actually delivered irrespective of the quantity in respect of which any quotation was issued. The nature of bespoke manufacture is such that a tolerance of +/-5% must be applied to all ordered quantities, including customer’s own material. Exact quantities will be subject to +10% surcharge to the price and must be identified at time of order.
- The seller reserves the right, by giving notice to the Buyer at any time before in respect of any uncompleted part of the relevant Order to adjust the price for any increase in the price of material, labour, transport (i.e next day) changes in work or delivery schedules or arising after the date of the order or any change in delivery dates, quanties or specifications for the Goods which is requested by the Buyer or any delay caused by any instructions of the Buyer or failure of the Buyer to give the Seller adequate information or instructions.
- All tooling contained within the quotation remain the property of the seller.
- The price, the vat and the other items referred to at 3.1 above shall be due and payable without deduction by the end of the month following month of delivery (or nearest business day). Time for payment of the above mentioned items shall be of the essence.
- If the buyer fails to make any payment on the due date then, without prejudice to any other right or remedy available to the Seller, the Seller shall be entitled to:
- Cancel the Order or suspend any further deliveries to the Buyer.
- Appropriate any payment made by the Buyer to such of the Goods (or Goods supplied under any other arrangement between the Buyer and the Seller) as the Seller may think fit (notwithstanding any purported appropriation by the Buyer); and
- Charge the Buyer interest (both before and after any judgement) on the amount unpaid, at the rate of 2% per annum above Bank Of England base rate from time to time, until payment in full is made (a part of a month being treated as a full month for the purpose of calculating interest)
- All prices quoted are subject to sight of artwork and exclude reprographics and the seller reserves the right to adjust prices accordingly.
- All manufacture dates given by the seller are approximate only and shall not form part of the terms of the order and the buyer acknowledges that in the performance expected of the seller no regard has been paid to any quoted manufacture dates.
- Delivery of the goods shall take place when the seller makes them available to the buyer or the buyer’s agent at the seller’s premises or other delivery point agreed in writing by the seller. Up to three working days beyond the manufactured date.
- Risk in the goods passes when they are delivered to the Buyer or in circumstances where it has been agreed that the Buyer collects the Goods from the Seller, when the Seller makes available the Goods to the Buyer or the Buyers agent.
- The seller may at its discretion deliver the goods by instalments in any sequence.
- When delivered in instalments each instalment is to be deemed to be the subject of a separate contract (between the seller and the Buyer on the basis of these Conditions). No default or failure by the seller in respect of any one or more instalments shall vitiate the order in respect of the goods previously delivered or undelivered goods.
- If the buyer fails to take delivery of the goods or any part of them on the due date or fails to facilitate delivery on the due date the Seller shall be entitled upon written notice to the Buyer to store or arrange for storage of the goods and risk in the goods shall pass to the Buyer at the point of which the Buyer is so notified, delivery shall be deemed to have taken place and the Buyer shall pay to the Seller all costs and expenses including those of storage and insurance.
Acceptance of the goods
- The buyer shall be deemed to have accepted the goods 24 hours after delivery to the buyer or the buyer’s agent.
- After acceptance the buyer shall not be entitled to reject goods which are not in accordance with the order.
- For the purpose of section 12 of the sale of goods act 1979 the seller shall transfer only such title or right in respect of the goods as it has and if the goods are purchased from a third party shall transfer only such title or rights as the party had or has transferred to the seller.
- Notwithstanding the earlier passing of risk (see 4.3 ) title to all the Goods the subject of any Order ( whether or not delivered by instalments ) shall remain with the Seller and shall not pass to the Buyer until all amounts due from the Buyer to the Seller have been paid in full.
- Until title passes in the goods, the Buyer shall hold the goods as bailee for the Seller and shall store or mark them so they can at all times be identified as the property of the seller and ensure that all such goods are properly stored, protected and insured.
- The Seller shall be entitled at anytime before the title passes to repossess all or any of the Goods and so terminate (without any liability to the Buyer) the Buyer’s right to use, sell or otherwise deal with the Goods. To effect repossession the Seller shall be entitled to enter the Buyer’s premises.
- Until title passes the entire proceeds of sale of the goods shall be held in trust for the seller and shall not be mingled with any other monies or paid in to any overdrawn bank account.
- The seller shall be entitled to maintain an action for the price of any goods notwithstanding that title in them has not passed to the buyer.
Warranties and Liabilities
- Subject to the condition set out at clause 7.2 below the seller warrants that the Goods will correspond with their specification at the time of delivery and will be free from defects in material and workmanship for a period of 3 months from the date of delivery.
- The above warranty (or any other warranty, condition or guarantee) is given by the Seller on condition that the total price for the Goods has been paid by the due date for payment.
- Subject as expressly provided in these Conditions, and except where the Goods are sold to a person dealing as a consumer (within the meaning of the unfair Contract Terms Act 1977 and of the Unfair Terms in Consumer Contracts Regulations 1994), all warranties, conditions or other terms implied by statute or common law are excluded to the fullest extent permitted by law.
- Where Goods are sold under a consumer transaction (as defined by the Consumer Transactions (Restrictions on Statements) Order 1976) the statutory rights of the Buyer are not affected by these Conditions.
- Any claim by the Buyer which is based on any defect in the quality or condition of the Goods or their failure to correspond with specification shall (whether or not delivery is refused by the Buyer) be notified to the Seller within 3 days from the date of delivery or (where the defect or failure was not apparent on reasonable inspection) within a reasonable time after discovery of the defect or failure. If the delivery is not refused and the Buyer does not notify the Seller accordingly, the Buyer shall not be entitled to reject the Goods and the Seller shall have no liability for such defect or failure, and the Buyer shall be bound to pay the price if the Goods have been delivered in accordance with the Contract. Additionally the seller cannot be held responsible for approvals/instructions for an order that is signed by the buyer or the buyer’s agent which may be incorrect.
- Where any valid claim in respect of any of the Goods which is based on any defect in the quality or condition of the Goods or their failure to meet specification is notified to the Seller in accordance with these Conditions, the Seller shall be entitled to replace the Goods (or the part in question) free of charge or, at the Seller’s sole discretion, refund the Buyer the price of the Goods (or a proportionate part of the price), but the Seller shall have no further liability to the Buyer.
- The Seller shall not be liable to the Buyer or be deemed to be in breach of the Contract by reason of any delay in performing, or any failure to perform, any of the Seller’s obligations in relation to the Goods, if the delay or failure was due to any cause beyond the Seller’s reasonable control. Without prejudice to the generality of the foregoing, the following shall be regarded as causes beyond the Seller’s reasonable control.
- Act of God, explosion, flood, tempest, fire or accident;
- War or threat of war, sabotage, insurrection, civil disturbance or requisition ;
- Acts, restrictions, regulations, bylaws, prohibitions or measures of any kind on the part of any governmental, parliamentary or local authority;
- Import or export regulations;
- Strikes, lock-outs or other industrial actions or trade disputes (whether involving employees of the Seller or a third party);
- Difficulties in obtaining raw materials, labour, fuel, parts or machinery;
- Power failure or breakdown in machinery.
Remedies of the buyer
- Where the buyer rejects any goods then the buyer shall have no further right whatever in respect of the supply to the buyer of such goods or the failure by the seller to supply goods which conformed to the order.
- Where the buyer accepts or has deemed to have accepted any goods then the seller shall have no liability whatever to the buyer in respect of those goods.
- The seller shall not be liable to the buyer for late delivery or short delivery of goods.
Any claims for non-delivery of any goods shall be notified in writing by the buyer to the seller within 7 days of the date of the seller’s invoice and any claim that goods have been delivered damaged, are not of the correct quantity or do not comply with their description shall be notified by the buyer to the seller within 3 days of delivery.
The seller reserves the right to change in part/full costs in connection with any order incurred up to and including the date of cancellation in writing.
- These conditions shall be governed and constructed in all respects in accordance with English law and the buyer hereby consents to the exclusive jurisdiction of the English courts in all matters regarding the order.
- The headings of conditions are for convenience of reference only and shall not affect their interpretation.
- Any notice required or permitted to be given by either party to the other under these Conditions shall be addressed to that other party at its registered office or principal place of business or such other address as may be relevant at the time having been notified pursuant to this provision to the party giving the notice.
- No wavier by the Seller of any breach of the Contract by the Buyer shall be considered as a waiver of any subsequent breach of the same or any other provision.
- If any provision of these Conditions is held by any competent authority to be invalid or unreasonable in whole or in part the validity of the provision of these Conditions and the remainder of the provision in question shall no be affected.
- Any dispute arising under or in connection with these Conditions or the sale of the Goods shall be referred to arbitration by a single arbitrator by agreement or (in default) nominated on the application of either party by a Director of the Sellers Company.