Terms & Conditions

JTL PACKAGING (UK) LIMITED
TERMS AND CONDITIONS OF SALE

In these terms and conditions (the “Terms”) the following definitions shall have the following meanings:

1.     The “Company” shall mean JTL  Packaging (UK) Limited (Registered No Centrum 100: 6890560) having a registered office at Certax Accounting (Staffs) Ltd, 47 Ampleforth Drive, Stafford, ST17 4NB

2.     “Customer” shall mean the entity named in the order who has agreed to purchase the Goods in accordance with the order.

3.     The “Goods” shall mean any item of whatsoever nature or part thereof or service which is to be sold or supplied by the Company in accordance with the order, including all labelling and packaging.

2.     Order and Acceptance

1.     All orders placed by the Customer shall specify the name or description of the Goods, the quantity required and the preferred delivery date.

2.     These Terms shall apply exclusively to any and all orders placed with the Company by the Customer. Customer acknowledges that these Terms shall govern the relationship between the parties hereunder.

3.     Any modification to these Terms will be binding only if executed in writing and signed by a Director of the Company.

4.     Should the Customer choose to cancel an order placed with the Company (other than as a result of the Company’s breach of these terms or as a result of negligence on behalf of the Company) the Customer shall be liable for all costs, losses and expenses incurred in preparing the order up until the date of cancellation.  

5.     At its absolute discretion, the Company shall be entitled to accept or reject any order received from the Customer, and shall be entitled to extend or discontinue the range of Goods or any part thereof prior to the acceptance of any order, provided that the Company shall promptly notify the Customer of any such acceptance, rejection, extension or discontinuance.

3.     Estimates and Pricing

1.     Unless otherwise stated in writing, the prices estimated or quoted to the Customer by the Company are exclusive of delivery, freight and insurance charges, VAT and other applicable taxes, duties or levies of any kind whatsoever, all of which are payable by the Customer in addition to the price.

2.     Prices are based on, inter alia, the cost of materials, labour, transport, import duties and levies, currency exchange rates and statutory obligations ruling at the date of the Company's acceptance of the Customer's order and if, before delivery, there occurs any increase for any reason beyond the control of the Company in the cost to the Company of supplying the Goods, including (without limitation) a change to any of the above matters, or in the event that the Company agrees to the Customer modifying the conditions of any contract between the parties to which these Terms apply, the Company shall be entitled to adjust the price of the Goods by a reasonable amount, providing that notice of such modification is made promptly to the Customer.

3.     The price to be paid by the Customer for the Goods may be adjusted by the Company in its absolute discretion (which discretion shall not be subject to review) at any time prior to the acceptance of the Customer's order upon notice being given by the Company to the Customer.

4.     In addition to the price quoted for the Customer order, the Customer agrees to pay for any excess quantity of Goods supplied up to a maximum excess of 10% (20% for small orders, where expressly noted on the quotation) of the quoted order quantity at the quoted price. Applicable to bespoke manufactured orders only.

4.     Payment

1.     The time of payment shall be of the essence of any contract to which these Terms apply. Unless otherwise expressly stated, payment shall be made at the time of ordering. Payments shall be made by the Customer in such currency as shall be agreed between the parties by Paypal  or bank transfer to an account specified by the Company.

5.     Delivery

1.     Delivery shall take place on despatch of the Goods to the Customer from the Company's premises for delivery to the Customer's premises as instructed to the Company, unless otherwise agreed in writing by the Company.

2.     The Goods may be delivered by the Company in advance of the quoted delivery date, provided that reasonable notice of such early delivery has been given to the Customer.

3.     Although dates for delivery are given in good faith, such dates are indicative only and time of delivery shall not be of the essence. The Company shall use reasonable efforts to deliver orders as soon as reasonably practicable and to inform the Customer if there may be delays in delivery of the Goods and, when possible, the reasons for and the anticipated length of the delay.

4.     If the Company is unable to deliver the Goods or any part thereof by the agreed delivery date, the Company shall not be liable to the Customer for any delay caused as a result of the failure to deliver provided that if the Company fails to deliver the Goods within four (4) weeks, the Customer shall have the right to terminate the contract and receive a refund of all monies paid to the Company in respect of the Goods to be delivered pursuant to that contract.

5.     The Customer agrees to accept delivery of the Goods at or around the agreed time and at the point of delivery specified, in accordance with these Terms and the order. Should the Customer fail to accept delivery, the Customer shall reimburse the Company for any costs or expenses (including without limitation any re-delivery and storage costs) incurred by the Company as a result of the Customer failing to accept delivery or failing to provide the Company with instructions and/or documentation adequate to effect successful delivery of the Goods.

6.     The Customer agrees to inspect the Goods upon delivery and inform the Company in writing within five (5) days of delivery if the Goods or any part thereof are delivered in a damaged or defective state, or that there is any shortfall or omission in any delivery. For the avoidance of doubt, no consideration will be given to any claim made in respect of damaged or defective goods or shortfall or omission in delivery if made outside of the stated five (5) day period and if not submitted to the Company in writing (see Section 9.2 for procedure). Any shortfall in the quantity of the Goods delivered or any omission from that stated in any contract to which these Terms apply shall not give rise to a right to claim damages for breach of Contract solely as a result of such shortfall or omission, but the Customer shall only be obliged to pay at the contract rate for the quantity of the Goods delivered.

7.     Where the Goods are to be delivered in instalments, each delivery shall constitute a separate contract and failure by the Company to deliver any one of the instalments in accordance with the contract governing any order or any claim by the Customer in respect of any one or more instalments shall not entitle the Customer to treat any other contract with the Company as repudiated.

8.     All Goods supplied by the Company shall be at the Customer's risk immediately following delivery of the Goods to the Customer in accordance with Article 5.1. The Customer shall be responsible for maintaining appropriate insurance for the Goods that have been delivered against all usual risks and shall procure that the Company's interest (see Article 6.1) is noted on any relevant policy.

6.     Transfer of Title

1.     All Goods supplied to the Customer or at the Customer's direction shall remain the sole and absolute property of the Company, notwithstanding delivery and installation, until:

1.     payment in full for all the Goods has been received in cash or cleared funds by the Company; and

2.     all accounts due from the Customer to the Company have been paid in full, and until such time the Customer shall hold the Goods to the order of the Company

2.     Until such time as the Company has been paid in full pursuant to Article 6.1, the Customer shall ensure that all Goods are stored separately and in such a way as to be readily identified as the property of the Company and easily removable by the Company. The Customer shall ensure that the Goods are properly maintained in the condition in which they were delivered and shall make good any damage or deterioration.

3.     In the event of non-payment (in whole or in part) by the Customer by the due date, the Company shall be entitled, in addition to its other rights and legal remedies, during normal business hours, to enter upon any land or premises where the Goods may for the time being be, and recover possession of the Goods or any part thereof. The Company may take such measures as may be reasonably necessary to enter such land or premises and remove the Goods.

4.     Even if property in the Goods may not have passed to the Customer, the Company may maintain an action for the price of the Goods once payment has become due to the Company, provided that property shall pass to the Customer once full payment pursuant to Article 5 has been made to the Company.

7.     Intellectual Property

1.     The Customer shall leave in position and not cover, deface or erase any notices or other marks (including without limitation serial numbers and notices that a trade mark, design, patent or copyright relating to the Goods is owned by the Company or a third party) which the Company may place on or affix to the Goods.

2.     The Customer shall not use any trademark of the Company on its notepaper or in any other way other than in relation to the Goods in respect of which the Customer has used such trademark. In particular, but without limitation, the Customer shall not in any of its stationery nor by any sign at its premises or other use indicate that it is in any way connected with the Company other than (if such be the case) that it is an authorised Customer of the Goods.

3.     The Customer acknowledges that all intellectual property rights in the Goods do and shall continue to belong to the Company and the Customer agrees that it will not infringe any of the Company's intellectual property rights. In addition, the Customer agrees to notify the Company as soon as it becomes aware of any third party infringement of the Company’s intellectual property rights. For the avoidance of doubt, no licence is granted to any foreground or background intellectual property rights.

8.     Warranties

1.     The Company warrants to the Customer that Goods delivered to the Customer will correspond with the specification under which they were sold, subject always to recognised industry standard tolerances, details of which will be supplied on request.

2.     The Company makes no warranty to the Customer, who is dealing as a distributor, that the Goods will be fit for the purpose for which a third party customer might use them, specifically excluding any implied terms as to fitness for purpose under the Sale of Goods Act 1979. Such distributor agrees that it is its responsibility to ensure that the correct product is supplied to a third party for their use and that the distributor shall be responsible for making such enquiries of the third party customer as are necessary so that Goods which are not fit for a third party's purpose are not sold.

3.     All samples, illustrations, colour, drawings and diagrams in the Company's catalogues, trade literature, website and/or other published matter are of a generally informative nature and approximate only and are subject to change without notice and none of these shall form part of any contract or give rise to any independent or collateral liability of whatsoever nature on the part of the Company.

4.     There shall be no express or implied condition or warranty that the Goods supplied shall exactly conform to the order and the Customer shall have no right to reject the Goods if they are substantially in accordance with the order or if the Customer can reasonably make use of the same.

9.     Limitations of Liability

1.     Subject to Article 9.4, the liability of the Company in respect of any of the warranties given in Article 8, or any defect in or failure of any Goods supplied, or any shortage in quantity of Goods (subject to Article 9.2), or for any loss, injury or damage attributable directly or indirectly thereto, shall be limited to (at the Company’s option):

1.     repairing defects or failures in the Goods and making good the Goods by replacement and delivering the repaired Goods to the Customer (at the Company's expense), provided that the Company shall not be liable for the cost of any work or labour involved in fitting or refitting the Goods or any part thereof; or

2.     refunding any sums paid to the Company by the Customer for the Goods, provided that the Company is reasonably satisfied that such defects or failure arose solely from the faulty design of the Goods, defective materials or workmanship and that the Company shall not be liable in respect of defects to, or failure of the Goods caused by misuse or neglect of the Customer, accident or wear and tear

2.     If the Goods or any part thereof fails, is defective or does not comply with the warranties or if there is any shortfall in delivery in excess of a standard quantity variation of 10% (20% for small orders where expressly noted on the quotation) of the quantity stated on the order:

1.     In accordance with Section 5.6, the Customer shall notify the Company immediately in writing on discovery and in any case within five (5) days of receipt of the Goods, setting out details of the problem, the Goods affected and the order number and shall take any measures which the Company reasonably requests to prevent further problems or to minimise the damage; and

2.     the Customer shall (if the Company so requests) return the Goods to the Company or its nominated representative (and the Company shall pay the reasonable costs of the return transport provided that it has been given prior notice of, and agreed to such costs, such agreement not to be unreasonably withheld or delayed).

3.     Subject to Article 9.6.1, the Customer acknowledges that it has not relied on and shall not rely on any oral statement or representations made by the Company or by its employees, agents or servants and the Customer acknowledges that it has only and will only rely on written data and specifications provided by the Company.

4.     The Customer agrees that the Company shall not be liable:

1.     for the cost of substitute Goods;

2.