Terms & Conditions of Trade

Conditions of Sale
1. Definitions
- 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 in writing by the Seller;
- 'Goods’ means the articles which the Buyer agrees to buy from the Seller and Delivery Date means the date specified by the Seller when the goods are to be delivered;
- Price means the price for the Goods excluding carriage, packing, insurance and VAT; and Seller means TK Packaging Limited
2. Conditions Applicable
These Conditions shall apply to all contracts for the sale of Goods by the Seller to the Buyer 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 for Goods 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.
- Quotations which compromise an invitation to treat may be withdrawn at any time.
- The Seller has any right to sub-contract any order or part of any order.
- If the Buyer wishes to add to the order such changes must be made by a new order rather     than an amendment of the existing order.
3. Price and Payment
- The Price shall be as shown in the invoice.  The Price is exclusive of VAT which shall be due at the rate ruling on the date of the Seller’s invoice.
- Full payment of the Price and VAT shall be made no later than 30 days following the receipt/delivery of goods unless otherwise agreed by the Seller. New customers requiring credit facilities are required to supply two trade references together with the name and address of their bank and to accept pro-forma invoices until a credit account has been established.
- In the event that payment shall not have been made by the date referred to in clause 3.2, the Seller shall be entitled to recover from the buyer, interest on any outstanding balance at the rate of 5% above the base rate of National Westminster Bank Plc for the time being in force for the period from such date until the date of payment.
- The Seller reserves the right at any time at its discretion to demand security for or vary the terms or method of payment before continuing with or delivering Goods in satisfaction of any order notwithstanding any subsisting agreement to provide credit to the Buyer.
- Any sums payable by the Buyer to the Seller on any account made at any time be off-set by the Seller against any sums payable by the Buyer to Seller.
4. The Goods
-The quantity and description of the Goods shall be as set out in the Seller’s quotation.  
5. Warranties and Liability
 - The Seller warrants that the Goods supplied will at the time of delivery correspond to the description given by the Seller. 
6. Delivery of the Goods
- Delivery of the Goods shall be made to the Buyer’s address on the Delivery Date.  The Goods may be delivered in advance of the delivery date upon the giving of reasonable notice to the Buyer.  The Buyer shall make all arrangements to take delivery of the Goods whenever they are tendered for delivery.
- Any change in the order must be sent to the Seller in writing.
7. Acceptance of the Goods
- The Buyer shall be deemed to have accepted the Goods 24 hours after delivery to the Buyer.
- After acceptance the Buyer shall not be entitled to reject Goods which are not in accordance with the contract.
8. Title and Risk
Notwithstanding delivery and the passing of risk “property” and “title to” the Goods shall remain with the Seller until full payment of the full price has been received of
- All Goods and all Services that are subject to the contract
- All other Goods and Services supplied by the Seller to the buyer under any other contract.
- Payment of the full price shall include without limitation the amount of any interest or other sum payable under the terms of this and all other contracts between the Company and the Buyer.
- The Goods shall be kept separate and distinct from all other property of the Buyer and of third parties and in good and substantial repair and condition and be stored in such a way as to be clearly identifiable as belonging to the Seller and the Buyer will not allow any interference with any identification marks or serial numbers on the Goods
- Risk shall pass to Buyer on delivery of the Goods.
9. Remedies of the Buyer
The Buyer must advise the Seller in writing of any goods received in a damaged condition within 24 hours of receipt or in the event of the goods being received on a Friday notification must be submitted by 5pm on the following Monday.  Details of any damage should be written on the delivery note at the time of receiving the delivery so that appropriate insurance claims can be made with the transporter.
- Where the Buyer rejects any Goods then the Buyer shall have no further rights whatever in respect of the supply to the Buyer of such Goods or the failure by the Seller to supply Goods which conform to the contract of sale.
- Where the Buyer accepts or has been 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 the Goods.
- The Seller will consider an application for a creditor account upon application of a trading credit form returned to the Seller who will then consider credit terms by considering the information provided in the application form but a credit account will be at the sole discretion of the Seller.
- The Seller shall be entitled to charge for carriage.
- In the event of a Buyer cancelling an order for goods of a non-standard product and especially made for the Buyer's requirements the Buyer will pay to the Seller in any event (without prejudice to any ultimate payment for damages) a default payment of 100% of the total value of the order placed by the Buyer. With regard to products made from standard products but which require a special print or a special colour the Buyer must pay for all special raw materials purchased to manufacture the product in full in the event of any cancellation of the order.
- In the event of the Seller agreeing to the Buyer cancelling an order for goods the Buyer shall in such circumstances be required to pay for the costs of materials purchased for the purpose of fulfilling that order.
- The Buyer must notify the Seller of any discrepancy in the quality of the goods within 3 weeks after delivery and the Buyer and the Seller must agree that the goods can be returned before they are returned.  Any goods that are returned without the Seller’s permission shall attract a delivery charge of £30.00 per pallet for the carriage.
10. Termination
The Seller shall be entitled without prejudice to its other rights and remedies either to terminate this contract in whole or in part or to suspend any further delivery under this contract or under every other such contract in the event of the following events:-
- If any debt due and payable by the Buyer to the Seller remains unpaid
- If the Buyer has failed to take delivery of any Goods under this contract or any other contract or
- If the Buyer being a company shall pass a resolution or suffer an order of a Court to be made for its winding up or if a receiver shall be appointed or
- if an administrator shall be appointed or being an individual or partnership shall suspend payment or shall enter into any composition with creditors or become unable to pay it’s debts or have no reasonable prospect of paying it’s debts or have a bankruptcy order made.
- In no circumstances whatsoever  shall the Seller’s liability (in contract, tort or otherwise) to the Buyer arising out of or in connection with this contract or the Goods supplied hereunder exceed the invoice price of the Goods concerned.
- If any provision of these conditions is held by a competent authority to be invalid or unenforceable in whole or in part the validity of the other provisions of these conditions and the remainder of the provisions in question shall not be affected thereby.
- The Seller will have the right to approach the Buyer’s bank for a credit reference.
- The Seller shall not be liable for any failure to deliver or delay in delivery of Goods arising from circumstances outside its control including but not limited to fire, accidents, defective materials, delays in respect of raw materials or bought in goods or components.
11. Property Law of Contract
**This contract is subject to the Law of England and Wales. **