Sale Terms and Conditions

CONDITIONS OF SALE

1. General

In these Conditions the following expressions have the following meanings:

1.1 “the Company” means Parkside Flexibles (Europe) Ltd;

“the Customer” means the person, firm or company to whom a quotation is addressed or whose order is accepted by the Company;

“the Products” means the products the subject of any such quotation or order,

“Contract” means the Contract for the supply of Products formed by the Company’s acceptance (which shall be deemed to be made subject to these Conditions) of the Customer’s order.

1.2 All prices quoted by the Company are based upon these Conditions of Sale and reflect the limitations upon the Company’s liability which are contained herein. Should any Customer wish to contract with the Company otherwise than on the terms of such Conditions of Sale special arrangements can be made.

1.3 Subject to clause 1.5, all products sold by the Company are sold subject to these Conditions and these Conditions shall be the sole terms and conditions of any sale by the Company to the Customer.

1.4 No representative, agent or sales person of the Company has authority to vary, amend or waive any of these Conditions or to give any guarantee or warranty on behalf of the Company and no amendment or addition to any of these Conditions shall be deemed to have been accepted unless made in writing and signed on the Company’s behalf by a Director of the Company.

1.5 In the event that the Company and the Customer have entered into a Non-Disclosure Agreement and the terms of the Non-Disclosure Agreement conflict with these Conditions of Sale, the confidentiality provisions and any indemnity provisions in favour of the Company contained in the Non-Disclosure Agreement shall prevail whilst they are valid and subsisting.

2. Limits of Contract

The Company shall not be bound by the Contract until the Company despatches an order acknowledgement to the Customer and all prior correspondence or oral communications are to be regarded as superseded and not forming part of the Contract. All prices quoted are subject to revision for errors and omissions at any time.

3. Specifications

All drawings, specifications, illustrations, photographs, dimensions, weights, descriptive matter, performance figures, price lists or advertisements, or other technical information and particulars of the Products whether or not supplied with a quotation or order are approximate only and intended merely to give a general idea of the Products described therein and shall not form part of the Contract. The Company offers its designs for the Customer’s approval and accepts no responsibility for the fulfilment of any special requirements which the Customer may be bound to observe or fulfil.

4. Health and Safety

Where the Products are supplied to the Customer’s specification or design the Customer shall be responsible for ensuring that so far as is reasonably practicable the Products are so designed as to be safe and without risk to health when properly used and that such testing and examination is carried out as may be necessary for ensuring that the Products are safely designed and that adequate information will be available in connection with the use of the Products in relation to the use for which they are designed and about any conditions necessary to ensure that when put to that use, the Products will be safe and without risk to health. The Customer shall indemnify the Company against any costs, expenses, claims, demands or actions which may be made against the Company in this regard or otherwise arising out of any failure on the part of the Customer to carry out the responsibilities as detailed in clause 4 and in addition for all costs and expenses incurred by the Company in dealing with any such claims and rectifying any defects in the Products.

5. Contact with Delicate Substances

Without prejudice to any other obligations imposed upon the Customer by these Conditions where the Products supplied consist of containers, wrappers or other articles intended for use in connection with any food, drug or substance of a sensitive volatile or delicate nature the Customer shall satisfy itself that such food, drug or other substances is not or is not likely to be affected by any material used by the Company in the manufacture or printing of such containers, wrappers or other articles and the Customer shall indemnify and keep indemnified the Company from and against all liability to third parties in respect of any claim that any such food, drug or substance has been adversely affected and caused the third party loss, damage or expense.

6. Preliminary Work and Authors Proofs

In addition to the contract price referred to in Condition 9, the Company shall charge the Customer the cost of all experimental work required at its complete discretion prior to the manufacture of the Products. The Company shall allow the Customer to make such tests and carry out inspections of such Experimental Work as it may reasonably require (at its cost) during pre-arranged hours and the cost of any alterations or modifications to the Products requested by the Customer as a result of such tests or inspections shall be charged to the Customer pursuant to Condition 9 hereto. Proofs of all work shall be submitted to the Customer for approval. The cost of authors corrections (including alterations in style) and any additional proofs necessitated by such corrections shall be charged to the Customer pursuant to Condition 9 hereto.

7. Standing Material

All material produced in origination work, remains the property of the Company until paid for by the Customer. All intellectual property rights in designs originated by the Company belong to the Company unless expressly assigned in writing. Printing cylinders produced by the Company shall remain the exclusive property of the Company irrespective of whether a separate charge for this work is made or not. Unless otherwise agreed in writing the Company may at its complete discretion efface these items upon completion of the Contract. In the event that the Company at the request of the Customer retains any such items then the Customer shall pay to the Company such storage charges as agreed from time to time.

8. Materials Supplied by the Customer

In the event that the Customer provides some or all of the substrate, plates or materials to be used by the Company in the manufacture of the Products the Company may at its complete discretion eject any substrate, plates or materials it considers inappropriate to use in the manufacture of the Products. Any extra expense incurred by the Company in procuring appropriate substrate, plates or materials shall be added to the Contract Price pursuant to Condition 9 hereto.

All such substrate, plates, materials and property of whatsoever nature held by the Company on behalf of the Customer shall be held at the Customer’s risk and expense and the Customer shall insure the same against all risks whilst they are in the Company’s possession.

9. Price

9.1 All prices are calculated from costs applicable at the date of the despatch of the acknowledgement of order. If there is any increase in such costs between such date and the date of despatch of the Products, the Company may increase the price accordingly.

9.2 Unless expressly stated otherwise all prices are exclusive of Value Added Tax and any other levies taxes or duties which shall be charged at the rate and in the manner prescribed by law from time to time.

9.3 Unless otherwise agreed in writing on printed orders, the price excludes artwork and origination and plate charges which will be charged separately.

9.4 Unless otherwise expressly specified in the Contract, all Contract prices include the cost of delivery to a UK mainland port only or to an address within the United Kingdom (in each case as stated in the acknowledgement of order) and by such method of transport as the Company may select. The Company may pass on to the Customer any costs incurred in addition to or variation of the above made at the Customer’s request.

9.5 The cost of pallets used by the Company for the transportation of products to Customer are not included in the Contract price and the pallets shall remain the property of the Company at all times. Arrangements should be made by the Customer to make the pallets available for collection in the same condition as received by the Company or otherwise returned at the Customer’s expense. The Company reserves the right to charge the Customer for any pallets not returned within a reasonable time at the cost of their replacement at that time:

9.6 If extra expense or any increase in costs or overheads are incurred by the Company as a result of the Customer’s instructions or lack of instructions or any special requirements of the Customer or any modifications made at the Customer’s request or the failure of the Customer to supply appropriate substrate, plates, materials, drawings, plans, specifications or any other information whatsoever to enable the Company to proceed with the Contract the Company shall be entitled to increase the Contract price by giving notice in writing of the amount of such increase to the Customer.

10. Variation to Specification and Quantity

The Company reserves the right to substitute other components or materials of equivalent strength and quality when the components or materials specified are not readily available. The Customer shall accept the supply of such quantity of the Products (whether more or less) as reasonably approximates to the stipulated amount of the Customer’s order. Margins of 5% for work in one colour only and 10% for other work shall be permitted for overs or shortages – the same to be charged or deducted as appropriate.

11. Delivery

11.1 All times, dates or periods given for delivery of the Products are estimates only and shall not be of the essence of the Contract. The Company will use all reasonable endeavours to meet any such date but it shall not be binding on the Company and the Company shall not incur any liability whatsoever for any loss or damage resulting from delay howsoever caused.

11.2 Delivery of Products within the UK will be made to the address specified by the Customer by any method of transportation regarded as suitable by the Company and in the case of export outside the UK delivery will be as agreed. Time of delivery shall be the time and date which the Company hands the Products to an employee of the Customer, a courier or third party to be transported to the Customer or to the location/individual specified by the Customer, whichever is the earlier (‘the Delivery Date’).

11.3 The Company may make delivery by instalments at its discretion and each instalment shall be deemed to form a separate Contract and non or late delivery of any instalment shall not affect the balance of the Contract or entitle the Customer to cancel the same.

11.4 If the Customer refuses to accept delivery of the Products on the Delivery Date, the return carriage and/or storage of the Products will be at the expense and the risk of the Customer without prejudice to any other rights of the Company under these conditions or otherwise.

12. Loss or Damage in Transit

12.1 Subject to clause 14, the Company shall not be liable for any loss of or damage to the Products howsoever arising (whether in contract, tort, including negligence) whilst in transit unless written notice thereof is given to the Company by the Customer (a) in the case of loss of or damage to Products delivered to the Customer within 3 days of the Delivery Date or (b) in the case of Products not delivered, within 14 days of the date upon which the Customer is notified that the Products have been consigned for delivery.

12.2 In the event that the Customer has complied with clause 12.1 and that the Customer has a valid claim for defect, loss, damage or non-compliance with the Contract the Company undertakes at its option either to repair or replace the items concerned at its expense.

12.3 Where the Products are handed to a carrier for carriage to the Customer or to a United Kingdom port for export any such carrier shall be deemed to be an agent of the Company and not of the Customer for the purposes of sections 44, 45, and 46 of the Sale of Goods Act 1979.

12.4 The Customer agrees that section 32(3) of the Sale of Goods Act 1979 shall not apply to Products sent by the Company.

13. Payment

13.1 Unless otherwise agreed in writing, all accounts shall be paid in pounds sterling net at the Company’s registered office on or before the last day of the month following the date of the Company’s invoice. Cheques and money orders shall be made payable to or to the order of the Company. The Company shall be entitled to invoice each instalment as and when delivery has been made.

13.2 Unless otherwise agreed in writing, for export sales payment shall be made in cash in sterling in exchange for shipping documents through an irrevocable letter of credit issued in the name of the Company payable in London, and confirmed by a United Kingdom bank, or alternatively, payment shall be made by means of a confirmed banker’s credit payable in London, the credit being confirmed by a United Kingdom bank.

13.3 Unless otherwise agreed in writing by a director of the Company, for export sales, when payment is to be made in a currency other than sterling, the purchase price shall be varied in accordance with any variations of the rate of exchange of such currency at the date of payment in order to give the equivalent value of the quotation or ender in sterling such value in sterling being computed from the exchange rate in force at the date of the quotation or tender. Subject thereto the provisions of paragraph (13.2) above shall apply.

13.4 If any payment that is to be made hereunder by the Customer to the Company is overdue, interest may be chargeable thereon both before and after judgement on a day to day basis at an annual rate of 4 per cent above Barclays Bank Plc base rate from time to time applicable, until the sum due is paid.

13.5 Notwithstanding Condition 13 the Company shall without prejudice to its other rights have the right by notice in writing to the Customer to demand immediate payment of all monies due from the Customer to the Company for any Products delivered at any time.

13.6 Time of payment will be of the essence of the Contract.

13.7 The Customer agrees to indemnify the Company for and against all direct, indirect and consequential losses, damages, liabilities, claims, costs (including legal costs) and expenses which the Company incurs as a result of the Customer’s breach of this Condition 13.

14. Risk and Property

14.1 All Products are at the Customer’s risk from the Delivery Date.

14.2 The Company shall retain title to and ownership of the Products until it has received payment in full of all sums due under this Contract and any other Contracts between the Company and the Customer. If payments received from the Customer are not stated to refer to a particular invoice the Company may appropriate such payments to any outstanding invoice.

14.3 The Company will have the right to maintain an action against the customer for the price of the Products notwithstanding that property in the Products has not passed.

14.4 Until title to the Products has passed to the Customer, the Customer shall; (i) hold the Products on a fiduciary basis as the Company’s bailee;
(ii) store the Products separately from all other goods held by the Customer so that they remain readily identifiable as the Company’s property;
(iii) label the Products as belonging to the Company; (iv) not remove, deface or obscure any identifying mark or packaging on or relating to the Products; and (v) maintain the Products in satisfactory condition and keep them insured against all risks for their full price from the date of delivery.

14.5 The Customer may only re-sell the Products to its customer in the ordinary course of the Customer’s business, as the Company’s trustee. All proceeds received from any such sale shall be held on trust to settle any sums due in respect thereof to the Company and pay any balance to the Customer. Such proceeds shall be placed in a separate identified bank account which shall not be permitted to become overdrawn and such proceeds shall not be mingled with other monies and shall at all time be identifiable as the Company’s money.

14.6 The Customer’s right to possession of the Products shall cease if the Customer (being a Company) shall convene a meeting of its creditors or if a proposal is made for a voluntary arrangement within Part 1 of the Insolvency Act 1986 or if a proposal is made for any other composition scheme or arrangement with (or assignment for the benefit of) the creditors of the Customer or if the Customer is unable to pay its debts within the meaning of Section 123 of the Insolvency Act 1986 or if a trustee receiver or administrative receiver or similar officer is appointed in respect of all or any part of the business or assets of the Customer or if a petition is presented or a meeting is convened for the purpose of considering a resolution or other steps are taken for the winding up of the Customer or for the making of an administration order (otherwise than for the purpose of an amalgamation or reconstruction where such amalgamation or reconstruction has the prior written approval of the Company) or if the Customer is an individual or partnership or other corporate entity circumstances which in the reasonable opinion of the Company are of similar effect arise. The Company has the right without prejudice to any other remedies to enter without prior notice the premises in the ownership or control of the Customer where Products owned by it may be, and may repossess and dispose of any Products owned by it so as to discharge any sums owed to it the Customer under this or any other Contract.

14.7 If Products the property of the Company are admixed with Products the property of the Customer or are processed with or incorporated therein, the product thereof shall become or shall be deemed to be the sole and exclusive property of the Company and not by way of charge until the Products have been paid for in full. If Products the property of the Company are admixed with Products the property of any other person or are processed with or incorporated therein, the product thereof shall become or shall be deemed to be owned in common with that other person.

14.8 If the Customer has not received the proceeds of any such sale, he will upon being called upon so to do by the Company, within seven days thereof assign to the Company all rights against the person or persons to whom he has supplied any product made from or incorporating the Company’s Products.

15. Termination

15.1 If the Customer (being a Company) shall convene a meeting of its creditors or if a proposal is made for a voluntary arrangement within Part 1 of the Insolvency Act 1986 or if a proposal is made for any other composition, scheme or arrangement with (or assignment for the benefit of) the creditors of the Customer or if the Customer is unable to pay its debts within the meaning of Section 123 of the Insolvency Act 1986 or if a trustee, receiver or administrative receiver or similar officer is appointed in respect of all or any part of the business or assets of the Customer or if a petition is presented or a meeting is convened for the purpose of considering a resolution or other steps are taken for the winding up of the Customer or for the making of an administrative order (otherwise than for the purpose of an amalgamation or reconstruction where such amalgamation or reconstruction has the prior written approval of the Company) or if the Customer is an individual or partnership or other corporate entity circumstances which in the reasonable opinion of the Company are of similar effect arise, the Company may, without prejudice to its other rights demand immediate payment by the Customer of all unpaid accounts and suspend further deliveries and cancel this and any other Contract between the Company and the Customer without any liability attaching to the Company in respect of such suspension or cancellation.

15.2 If the Customer cancels his order in breach of the terms of the Customer’s Contract with the Company or if the Company (being so entitled) suspends performance of a Contract with the Customer or terminates a Contract with the Customer, the Company shall be entitled to invoice to the Customer (either before or after termination) the costs and expenses incurred by the Company in purchasing materials or services required to satisfy any orders of the Customer in hand at the time such invoice is raised together with work in progress to the date of termination (at the Company’s valuation of such work in progress) and finished Products held in stock for the Customer (at the price agreed with the Customer for such Products) and the amount payable thereunder (together with VAT thereon) shall be deemed to be a debt due from the Customer to the Company.

16. Limitation of Liability

16.1 Subject to clause 16.2 the Company shall under no circumstances be liable for any indirect, special or consequential loss, loss of anticipated profit or third party claims or other losses howsoever arising whether in contract, tort (including negligence) or breach of statutory duty or otherwise.

16.2 Neither party excludes loss arising from death or personal injury caused by negligence and fraudulent misrepresentation.

16.3 Subject to clause 16.2 the aggregate liability of the Company (whether in contract, tort (including negligence) or breach of statutory duty or otherwise) to the Customer for any loss or damage (whether asserted by the Customer or third parties) of whatsoever nature and howsoever caused shall be limited to and in no circumstances shall exceed the price of the Products.

16.4 The Customer shall fully indemnify the Company, its employees, sub Contractors and agents in respect of all actions, suits, claims, demands, costs, charges or expenses arising (whether asserted by the Customer or third parties) out of or in connection with the supply of the Products or this Agreement which is in excess of the limit of the Company’s liability as set out in clause 16.3.

16.5 All recommendations and advice given by or on behalf of the Company to the Customer as to methods of storing, using or applying the Products, the purposes for which the Products may be applied and the suitability of using the Products in any manufacturing process or in connection with any other materials are given without liability on the part of the Company.

16.6 The Company makes no representation or warranty that use of the Products does not infringe the rights of any third party and the Company accepts no liability in this respect.

17. Warranty

17.1 In substitution for all rights which the Customer would or might have had but for these Conditions, the Company warrants that the Products shall at the time of delivery be free from material defects in workmanship and materials for a period of 12 months from the date of delivery. If any Products do not conform to this warranty the Company will subject to these conditions at its option:-
(a) replace the Products found not to conform to the warranty; or
(b) take such steps as the Company deems necessary to bring the Products into a state where they are free from such defects; or
(c) take back the Products found not to conform to the warranty and refund the purchase price.

17.2 The warranty in Condition 17.1 is conditional upon:-

(a) the Customer making a full inspection of the Products immediately upon delivery and giving written notice to the Company of the alleged defect in the Products such notice to be received by the Company within seven days of the time when the Customer discovers or ought to have discovered the defect;
(b) the Customer affording the Company a reasonable opportunity to inspect the Products and, if so requested by the Company, returning the allegedly defective Products to the Company’s works for inspection to take place there;
(c) the Customer has used the Products in accordance with any instructions or recommendations of the Company; and
(d) the Products have not been adjusted, altered or adapted or repaired by any party other than the Company.

The Company shall not be liable to the Customer for any breach of Contract in the event that the Customer is in breach of this Condition 17.2.

17.3 The warranty in Conditions 17.1 will not apply where any defect in the Products has arisen from the use of any drawing, design, specification or information supplied by the Customer.

17.4 Save as provided in Condition 17.1, all conditions and warranties, express or implied, as to satisfaction, quality or fitness for any purpose of the Products are hereby expressly excluded.

18. Lien

18.1 In addition to any other right of lien given by law the Company shall have a general lien in respect of all sums due from or claims against the Customer upon all Products to be supplied to such Customer or upon which work has been or is to be done on the Customer’s behalf.

18.2 Without prejudice to any of its other legal rights, the Company may at the expiration of 14 days written notice to the Customer sell any Products of the Customer upon which the Company has any lien and, where the property in such Products is at the time of such sale in the Customer, shall be deemed to be his agent for the purpose of effecting such sale. The Company may apply the proceeds of such sale towards the satisfaction of sums due or claims against the Customer without prejudice to the Company’s right to recover the balance thereof from the Customer.

19. Intellectual Property Rights

19.1 The Customer warrants that any design or instruction furnished or given to the Company shall not be such as to cause the Company to infringe any Intellectual Property Rights of the Customer or a third party. The Customer shall indemnify the Company against all claims actions, losses, expenses, damages and costs incurred by the Company (whether in England or elsewhere) for which it may be liable due to or arising directly or indirectly out of the infringement of any patent, trade mark, trade name, registered design or other Intellectual Property Right occasioned by the importation, manufacture or sale of the Products.

19.2 The Customer shall not without the prior consent in writing of the Company exhibit any Products supplied by the Company at any public exhibition or trade display in the United Kingdom.

20. Cancellation

Contracts are not subject to cancellation without the Company’s written consent. Where cancellation is accepted, the Company shall in addition to any express terms of acceptance of cancellation be entitled to reimbursement of any costs incurred by the Company in connection with the Contract including the cost of any material, plant or tools used therefore and the cost of labour and other overheads including a percentage in respect of profit.

21. Anti-Bribery

21.1 The Customer shall comply with all applicable laws, statutes, regulations and codes relating to anti-bribery and anti-corruption including, but not limited to, the Bribery Act 2010 (‘Relevant Requirements’).

21.2 The Customer shall have and maintain in place throughout the term of the Contract its own policies and procedures, including adequate procedures under the Bribery Act 2010, to ensure compliance with the Relevant Requirements and will enforce them where appropriate.

21.3 The Customer agrees to indemnify the Company for and against any direct, indirect and consequential losses, damages, liabilities, claims, costs (including legal costs) and expenses incurred by the Company as a result of the Customer’s breach of this clause 21.

Force Majeure

21.1 If the performance of the Contract by the Company shall be delayed by any circumstances or conditions beyond the control of the Company including (but without prejudice to the generality of the foregoing) war, industrial disputes, strikes, lock-outs, riots, fire, storm, Act of God, accidents, nuclear accidents and or the effects of radiation howsoever caused, non-availability or shortage of materials or labour, any statute, rule, bye-law, order or requisition made or issued by any legislature, Government or Government Department, local or other duly constituted authority, then the Company shall have the right to suspend further performance of the Contract until such time as the cause of the delay shall no longer be present.

21.2 If the performance of the Contract by the Company shall be prevented by any such circumstances or conditions beyond the control of the Company, then the Company shall have the right to be discharged from further performance of and liability under the Contract. If the Company exercises such right the Customer shall thereupon pay the Contract price less a reasonable allowance for what has not been performed by the Company.

22. Severance

22.1 While the restrictions and exclusions of the Customer’s rights whether express or implied by common law, statute, custom of the trade, course of dealing or otherwise are considered to be fair and reasonable having regard to the circumstances known to and in the contemplation of the parties at the date hereof, it is recognised that certain of the restrictions and exclusions may become unfair and unreasonable due to unforeseen circumstances and accordingly it is hereby agreed that if any of such restrictions and exclusions shall be adjudged to be void but would be valid if part of the wording thereof were deleted the said restriction or exclusion shall apply with such modifications as may be necessary to make it valid and effective.

22.2 If any condition herein shall be deemed void for any reason whatsoever, but would be valid if part of the wording thereof were deleted the said condition shall apply with such modifications as may be necessary to make it valid and effective.

23. General

23.1 The Company will be entitled to assign sub-contract or sub-let the Contract or any part thereof.

23.2 The waiver by the Company of any right, and the failure by the Company to exercise any right or to insist on the strict performance of any provision of this Agreement, shall not operate as a waiver of, or preclude any further exercise or enforcement of (as the case may be) or other exercise or enforcement by the Company of that or any other right or provision.

23.3 In relation to all obligations of the Customer under the Contract, the time of performance is of the essence.

23.4 The headings in these conditions are for convenience only and shall not affect their interpretation.

24. Governing law

The construction, validity and performance of the Contract shall be governed by the law of England and any dispute arising therefrom of whatsoever nature shall be subject to the exclusive jurisdiction of the English Courts.