Greyhound Box Limited: August 2018
Terms of Business of Greyhound Box Limited
IT IS AGREED as follows:
DEFINITIONS AND INTERPRETATION:
In this Agreement the following words and expressions shall have the following meanings:
Agreement means the Agreement between Greyhound Box Limited and the Customer.
‘Customer’ means the Customer of GB to whom this document is addressed and includes successors or others for whom the said Customer is responsible.
‘GB’ and ‘The Company’ mean Greyhound Box Ltd its successors, assignees and its predecessor Greyhound Box and Packaging Ltd.
‘Goods’ mean the Goods supplied by GB as described in GB’s Quotation.
‘General Data Protection Regulation’ (GDPR) means the General Data Protection Regulation 2016/679, which is a regulation in EU law on data protection and privacy for all individuals within the European
Union. It addresses the export of personal data outside the EU and comes into force on 25 May 2018.
‘Party’ or the ‘Parties’ refer to the parties to the Agreement.
References to Clauses, sub-clauses, Schedules and Appendices are references to clauses, subclauses, Schedules and appendices in or to this Agreement unless otherwise stated.
Words importing any gender shall include all genders.
Unless the context otherwise requires words importing the singular shall be deemed to include the plural and vice versa.
The Recitals and Appendices to this Agreement shall form part of this Agreement and shall have the same force and effect as if expressly set out in the body of this Agreement.
This Agreement is deemed to have commenced on the Start Date and unless terminated earlier in accordance with its terms shall remain in force until the Parties’ obligations under it have been discharged.
2. Existence and scope of contract
2.1 These terms and conditions together with GB’s Quotation set out all the rights and obligations of the parties each to the other and no other terms or conditions shall be implied save to the extent that such terms or conditions are implied by statute.
2.2 Unless otherwise expressly agreed in writing, the Customer accepts these terms and conditions by signing this contract.
2.3 The acceptance of this order confirms that Greyhound Box Limited has considered all statutory and regulatory (including customer requirements in his purchase order) that are applicable.
2.4 For the avoidance of doubt, any quotation provided by GB, whether orally or in writing, is not binding on GB and does not implicitly show an intention to enter into any contract.
2.5 GB reserve the right to withdraw or vary any quotation given.
2.6 All final quotations by GB shall be open for acceptance for 30 days unless expressly stated otherwise or unless withdrawn or revised by GB.
2.7 All quotations for the sale of Goods are conditional on availability of the said Goods to GB.
3.1 All proofs, sketches or Artwork produced at the Customers’ request, either experimentally or otherwise, will be charged for. These charges, should they be applicable, will be notified as to the exact amount in advance. Once the Customer has authorised the proof, sketch, or artwork, the Customer is responsible for any errors coming to light subsequently.
3.2 For the avoidance of doubt, the Customer accepts that an industry variance between proofs, sketches, artwork and the finished product may occur.
3.3 Print Stereos, Films, Plates and Originations together with Formes (Die-Cutting) are charged extra; with these items remaining the Customers’ property, unless otherwise agreed in writing.
3.4 Any proofs, stereos, formes, plates that remain unused for a period of two (2) years following their production will be disposed of. GB will, upon the two (2) year mark following production, give the Customer fourteen (14) days notification prior to the disposal of such proofs, stereos, formes, and plates. If no response is received within the fourteen (14) day period, GB will automatically dispose of the proofs, stereos, forms, and plates regardless.
4. Customers’ Property
The Customers’ property, when delivered to GB, will be held at customers’ risk, as regards fire or other unforeseen damage. Every care will be taken to get the best results where materials are supplied by customers, but responsibility will not be accepted for imperfect work caused by defects in or unsuitability of materials so supplied.
5.1 Goods will be delivered to the Customer when completed, unless otherwise arranged in writing. Goods will be available to the Customer or any agent of the Customer or any carrier at GB’s premises or other place of delivery agreed by GB in writing.
5.2 Risk in the Goods passes to the Customer in whole when they are delivered to the Customer or signed for by the Customer or any agent or carrier of the Customer.
Sheet stock or finished goods held by GB for convenience of the Customer may be subject to warehousing charges (depending on agreement) which will be agreed in writing, in advance with the Customer. Such goods are held at Customers’ risk as regards fire, unforeseen damage or loss, however it arises.
7. Quantity Delivered
The Customer recognises that every endeavour will be made to deliver the correct quantity ordered, but owing to the difficulty of producing exact quantities in the Corrugated Industry, estimates are conditional upon a margin of 10 per cent being allowed for over’s or shortage; the same to be charged or deducted and the order considered duly executed at GB’s discretion.
8.1 Upon receiving goods from GB, the Customer will thoroughly inspect such goods to ensure they are to the agreed specification and are fit for the purpose intended.
8.2 If it is agreed by both Parties that the goods are not to specification, GB will remedy the issue and offer replacement goods.
8.3 If, following inspection by the Customer, the goods are deemed to be to specification and fit for purpose, GB will hold no further responsibility or liability for any loss that occurs, whether direct, indirect or consequential.
8.4 A remedy provided by GB is subject to the Customer notifying GB in writing of any perceived error with the goods within ten (10) business days of delivery, as per the signed delivery note.
9.1 The return of goods will not be accepted unless GB shall first have had the opportunity of examining the goods pursuant to clause 8.
9.2 Any claim that the Goods or any part of them have been delivered damaged or are not of the correct quantity or do not comply with their description shall be notified by the Customer to GB by written endorsement on the delivery note in respect of such Goods and in writing to GB within 48 hours of their delivery.
9.3 Any claim that the Goods or any part of them have been lost in transit or are defective shall be notified by the Customer to GB within 7 days of delivery of the Goods.
9.4 Any claim under this clause must be in writing and must contain full details of the claim, including:
- (i) the reference numbers of any allegedly defective Goods or part thereof
- (ii) the reasons as to why the goods are incorrect.
- (iii) evidence of the error. For example, images of the damaged goods. For the avoidance of doubt, this example is purely illustrative and is non exhaustive.
9.5 GB shall have no liability with regard to any claim in respect of which the Customer has not complied with the claims procedures in these conditions.
9.6 The Customer shall use its reasonable endeavours to highlight any error, even if a perceived or suspected error, whether relating to goods, lost, damaged, not to specification, or are in error for any other reason, to the delivery driver upon delivery; with evidence of such recorded on the delivery note.
10.1 Neither party excludes or limits liability to the other party for:
- (i) fraud or fraudulent misrepresentation;
- (ii) death or personal injury caused by negligence;
- (iii) a breach of any obligations implied by section 12 of the Sale of Goods Act 1979 or section 2 of the Supply of Goods and Services Act 1982; or (iv) any matter for which it would be unlawful for the parties to exclude liability.
10.2 Subject to clause 10.1, GB shall not in any circumstances be liable whether in contract, tort (including for negligence and breach of statutory duty howsoever arising), misrepresentation (whether innocent or negligent), restitution or otherwise, for:
- (i) any loss (whether direct or indirect) of profits, business, business opportunities, revenue, turnover, reputation or goodwill;
- (ii) loss (whether direct or indirect) of anticipated savings or wasted expenditure (including management time); or
- (iii) any loss or liability (whether direct or indirect) under or in relation to any other contract.
11.1 The Contract Price is based on prices, terms and duties applying at the time of the GB final quotation.
11.2 If after the date of GB’s quotation, GB’s costs are increased by any increase in the prices or rates to GB of materials, transport, labour, or if there is any imposition of a tax or duty, or any increases in the rate of any existing tax or duty, GB shall be entitled to be reimbursed by the Customer the amount of its said increased costs.
11.3 The Contract Price and all prices contained in GB quotation are Nett and no provision is made for the Customer to be allowed discount.
12.1 GB may invoice for Goods at the time of delivery. If the contract provides for delivery in instalments, GB may invoice for the relevant Goods at the time of delivery of each instalment.
12.2 All invoices for the price of the Goods and Services are payable without discount of any kind in pounds sterling within thirty (30) days nett monthly and in no circumstances shall the Customer be entitled to make any deduction or withhold payment for any reason at all.
12.3 In the event that payment is not made in accordance with the agreed terms, either in full or otherwise, then the whole of the account whether due or not shall become payable and become overdue and be payable forthwith.
12.4 Furthermore, in the event of late or non-payment in accordance with these terms and conditions (or any other terms so agreed and in writing), GB reserve the right to rely on the Late Payment of Commercial Debts (Interest) Act 1998, and charge, at a daily rate, until payment, interest upon the debt then due at the rate prevailing at the date of default (currently 8% above the prevailing Bank of England base rate) together with the late payment charges set out in the Act, until payment or sooner settlement and have the right to appoint recoveries agents to recover the outstanding sums owed.
Title to the goods sold by GB shall pass to the Customer only when the amount due under the invoice for the Goods (including interest and costs) has been paid in full. Failure on the part of the Customer to pay for the goods shall give the Company the right (without prejudice to any other remedies) to re-possess the goods and for the purpose of re-possessing the goods GB shall be at liberty to enter any premises in which the goods are situated.
Orders or contracts will only be accepted on the understanding that if it is found not possible to obtain the necessary supplies of materials at the prices existing at time order or contract was placed: any undelivered portion may be cancelled or prices re-arranged.
15. Consequential Loss
Responsibility will not be accepted for consequential or indirect loss or damage occasioned by errors, or by delay in delivery.
Neither Party shall be entitled to set-off any sums in any manner from payments due nor sums received in respect of any claim under the Agreement or any other agreement at any time.
No variation of this Contract or any of the documents referred to in it shall be valid unless varied by an instrument in writing and agreed and signed by both Parties.
18. Force Majeure
Every effort will be made to carry out any contract based on this estimate, but the due performance of it is subject to variation or cancellation owing to an Act of God, War, Strike, Lock-Out, Fire, Flood, Drought, or any other cause beyond control, or owing to the inability to produce materials or articles except at enhanced prices due to any of the foregoing causes.
19. Third Party Rights
No part of this Agreement is intended to confer rights on any third parties and accordingly the Contracts (Rights of Third Parties) Act 1999 shall not apply to this Agreement.
20. Quantity changes
When customers order smaller quantities than estimated for, GB reserve the right to increase the price covering higher cost of production.
21. Data Protection
21.1 The Parties acknowledge that they are both subject to the requirements of the Data Protection Act 2018, the Freedom of Information Act 2000, the Environmental Information Regulations 2004 and, the General Data Protection Regulation (Regulation (EU) 2016/679) (GDPR) and any UK laws, regulations and secondary legislation implementing the GDPR including any successor legislation to the Data Protection Act 1998, all as amended from time
to time and to comply with any data processing agreement entered into by the Parties.
21.2 The Customer acknowledges that GB may transfer information about the Customer to:
- (i) Bankers/financiers, in order for them to provide their services to us and other customers of theirs and to help them to:
- (a) obtain credit insurance
- (b) undertake credit control
- (c) undertake assessment and analysis (including credit scoring, market, product and statistical analysis)
- (d) securitize debts and (e) protect their interests.
- (ii) Bankers/financiers in making credit reference agency searches in respect of your business and its principals. Please note that credit reference agencies make a record of searches, which may be used to prevent fraud or money laundering, or by other subscribers to make credit decisions about you.
- (iii) Bankers/financiers may give information about you and your indebtedness to the following for the purpose stated:
- (a) Any other division or associated companies of theirs – for the business purposes of such divisions or companies;
- (b) Our or their insurers – to quote for and issue any credit policy or to deal with any claims;
- (c) Any advisers acting on our or their behalf – so the advisers can carry out their services;
- (d) Any business to which your indebtedness or our financing arrangements with them may be transferred – to facilitate such a transfer;
- (e) To any person to whom they have a duty of disclosure or to whom the law permits disclosure
22. Intellectual Property
All intellectual property rights in works (which include, but are not limited to; proofs, designs, stereos, formes, and plates) produced by GB remain in their entirety with GB until the full amount for the works has been paid by the Customer to GB.
23. Cancellation / Alteration
If the Customer wishes to cancel or alter an existing order, GB will use its reasonable endeavours honour such cancellation or alteration. However, the Customer recognises and accepts that this may not be possible given the presence of other organisations within the
industry supply chain, and, as a result, the Customer accepts that they may become liable for works, or materials (including those part produced) already produced at the time of the request for cancellation or alteration.
24.1. Either Party may forthwith terminate this Agreement with immediate effect if:
- (i) the other Party commits any other breach of any of the provisions of this Agreement and, if the breach is capable of remedy, fails to remedy it after being given written notice giving full particulars of the breach and requiring it to be remedied;
- (ii) Failure to pay, or delay in payment by the Customer amounts to a material breach of this agreement and GB may terminate the contract. Upon this occurring, the whole sum due on the Customers’ account will become due in full and must be paid within thirty (30) days following the notice of termination.
- (iii) an encumbrancer takes possession, or where the other Party is a company, a receiver is appointed, of any of the property or assets of that other Party;
- (iv) the other Party makes any voluntary arrangement with its creditors or, being a company, becomes subject to an administration order (within the meaning of the Insolvency Act 1986);
- (v) the other Party, being an individual or firm, has a bankruptcy order made against it or, being a company, goes into liquidation (except for the purposes of bona fide amalgamation or re-construction and in such a manner that the company resulting there from effectively agrees to be bound by or assume the obligations imposed on the other Party under this Agreement);
- (vi) anything analogous to any of the foregoing under the law of any jurisdiction occurs in relation to the other Party; or
- (vii) the other Party ceases, or threatens to cease, to carry on business.
24.2 The right to terminate this Agreement given by this Clause 10 shall not prejudice any other right or remedy of either Party in respect of the breach concerned (if any) or any other breach.
25. Dispute Resolution
25.1 In the event of any dispute of whatever nature arising between the parties in relation to this agreement, the parties undertake that they are compelled to submit the dispute to Alternative Dispute Resolution (ADR) prior to issuing court proceedings or any form of litigation, and either party may serve written notice on the other stating the nature of the dispute (a Dispute Notice).
The contract shall be governed by the laws of England and Wales and both Parties submit to the exclusive jurisdiction of the English courts in matters regarding the contract.