Terms & Conditions

1. INTERPRETATION

1.1 In these Conditions:

• “Company” means Crusader Packaging Services Limited;
• “Conditions” means these conditions of sale including any special terms and conditions incorporated in accordance with Condition 2.2;
• “Contract” means the contract for the sale and purchase of the Goods subject to the Conditions;
• “Customer” means the person who places an order for the Goods;
• “Goods” means the goods ordered by the Customer and any incidental service as more particularly specified on the Acknowledgement of Order Form issued by the Company in respect of the Order; and
• “Order” means an order for Goods placed by the Customer whether orally or in writing for the supply of the Goods.

1.2 Any reference in these Conditions to any provisions of a statute shall be construed as a reference to that provision as amended, re-enacted or extended at the relevant time.

2. INCORPORATION OF CONDITIONS AND FORMATION OF CONTRACT

2.1 These Conditions shall apply to all contracts for the sale and purchase of the Goods made between the Company and the Customer and shall prevail over and take the place of any other terms and conditions stipulated, incorporated or referred to or contained in any document of or communication from the Customer.

2.2 No other agreement, representation or promise of any kind shall form part of, alter, vary, supersede or operate as a waiver of these Conditions or any of them unless expressly made or accepted by a Director of the Company in writing.

2.3 The Contract shall be made on these Conditions when the Company accepts the Order by sending an Acknowledgement of Order Form to the Customer.

3. PRICES

3.1 Unless otherwise expressly stated in writing by the Company, the Order is accepted by the Company on the basis that:

3.1.1 all prices are in pounds sterling and are exclusive of Value Added Tax and any other applicable sales tax which will be charged (where appropriate) at the rate prevailing on the date of delivery of the Goods;

3.1.2 prices for the Goods shall be those ruling on the date of delivery and the Company shall be entitled without prior notice to adjust the stated price to take account of:

(a) any cost to the Company including (but not limited to) reasonable storage charges resulting from:
(i) delay by the Customer in giving the Company sufficient information to enable it to supply the Goods; and/or
(ii) any alteration to the Contract made at the request of the Customer including (but not limited to) alterations in the specification of the Goods to be supplied or in the place to which they are to be delivered or shipped; and/or
(b) any increase in the cost to the Company of producing or delivering the Goods which occurs due to causes beyond the Company’s control between the date of the Contract and the date when delivery is complete including (but not limited to) increases in wages, materials, production or other costs or fluctuation in currency exchange rates, taxes or duties.

3.2 The Company’s prices are based on these Conditions and reflect the limitations upon the Company’s liability which they contain.

4. DELIVERY

4.1 The place for delivery will be as agreed in writing between the Company and the Customer and in the absence of written agreement at a place nominated by the Company.

4.2 Every effort is made to deliver the Goods as soon as ready. However, despatch or delivery dates are business estimates only and in no case is delivery on or by a fixed date a term of the Contract. Late delivery shall not entitle the Customer to terminate the Contract or refuse to take delivery of the Goods or to withhold payment of all or any part of the prices of the Goods. The Company accepts no liability for any loss or damage whatsoever and howsoever caused resulting from any delays in delivery in any circumstances.

4.3 Where the Goods are ready for delivery, the Company may postpone delivery at the request of the Customer. In such event:

(a) the Customer shall make payment for the Goods as if the Goods were delivered and invoiced on the date of such request;
(b) the Company may store the Goods at its own premises or elsewhere at the Customer’s sole risk; and
(c) all storage, insurance, transport charges and costs and expenses relating to such postponement shall be paid by the Customer.

4.4 Delivery may be made by instalments and any failure or defect in one delivery will not vitiate the Contract as to the remaining deliveries.

4.5 The Customer must examine the Goods within 7 days of delivery and the Goods must be signed for only by authorised personnel of the Customer.

4.6 Any claim for short delivery or loss or damage upon delivery must be noted against the authorised signature and must also be notified in writing to the Company within 3 days of receipt of the Goods by the Customer, its warehouseman, bailee or agent and to the carrier (where relevant) within the carrier’s time limit.

4.7 Any damaged goods (including packaging material) must be retained by the Customer at the site where the damage was first discovered until inspected by the Company or its representative.

4.8 In the case of non-delivery, claims will not be entertained unless notified in writing to the carrier and to the Company respectively within 10 days of the date of the invoice in respect of the Goods.

4.9 For the avoidance of doubt the Company shall be under no liability whatsoever for any loss or damage or deterioration to the Goods whatsoever and howsoever caused at any time after risk has passed to the Customer under Condition 5 below.

4.10 The Customer shall be responsible for providing labour and facilities at the delivery point for the unloading of the Goods and shall indemnify the Company against all claims whatsoever arising from such unloading operations.

4.11 When it is agreed that the Company will make transport arrangements it will do so as the Customer’s agent and at the Customer¹s risk and expense.

4.12 Unless otherwise agreed in writing packages and wrappers will be free and are non returnable.

5. RISK IN THE GOODS

Subject (where appropriate) to Condition 8, risk in the Goods shall pass to the Customer:

(a) in the case of Goods to be delivered by the Company or its agent or carriers to the Customer¹s premises or to premises designated by the Customer to the Company, when the Goods have arrived at those premises prior to unloading;
(b) in the case of Goods to be collected by the Customer, upon delivery of the Goods into the custody, care or control of the Customer, its agents or carriers;
(c) in the case of Goods posted by the Company to the Customer, when the Goods are delivered to the Customer by the Post Office.

6. TERMS OF PAYMENT AND INVOICES

Subject (where appropriate) to Condition 7:
6.1 payment for the Goods (unless otherwise expressly stated in writing by the Company) is due and payable strictly 30 days from the date of invoice (the “Due Date”) and time of payment is of the essence;

6.2 the drawing and delivering by the Customer or the acceptance by the Company of cheques or Bills of Exchange does not amount to payment for the Goods unless and until such cheques or Bills of Exchange are honoured on presentation;

6.3 any default in payment of an invoice or an instalment payable on an invoice on or by the Due Date shall render the entire balance outstanding on all invoices from the Company to the Customer immediately payable in full without further demand being made notwithstanding any contrary provisions as to terms of payment in any invoice;

6.4 if full payment is not made by the Due Date:

(a) the Company shall be entitled to charge and receive interest on the unpaid balance at the rate of 4% above National Westminster Bank Plc base rate from time to time from the Due Date until the date of payment, whether before or after judgment;
(b) the Company may suspend any further deliveries under the Contract (and any outstanding deliveries under any other contract between the Company and the Customer) until payment is made; and/or
(c) (without prejudice to any of its other rights) the Company may cancel the Contract in relation to such further deliveries and recover the Goods at the Customer¹s expense;

6.5 if the Customer delays or requests delay in fulfilment of the Contract by the Company for whatever reason or in any way defaults in its obligation to the Company or the Company has any reason to believe the Goods are in jeopardy or that the Customer is unable to pay for the Goods then (without prejudice to any other rights) the Company will be entitled (as it deems appropriate in the circumstances):

(a) to claim interest as above and damages with interest thereon; and/or
(b) to recover the Goods at the Customer’s expense; and/or
(c) terminate the Contract; and/or
(d) forthwith to sue for and receive payment in respect of the Goods already supplied in accordance with the Contract and any other outstanding contracts;

6.6 unless the Company shall have agreed in writing with the Customer to any specific appropriation, the Company shall have the right to appropriate any payment made by the Customer towards the satisfaction of any invoice outstanding from time to time as the Company in its absolute discretion thinks fit;

6.7 the Customer shall have no right to withhold payments due to the Company under any contract by reason of complaints in respect of this or any other contract with the Company; and cancellation of an Order (for whatever cause) can be made only with the Company’s prior written consent and on payment of all the Company’s loss of profits and costs.

7. EXPORT SALES

7.1 In any case where Goods are sold CIF or FOB or on the basis of other international trade terms the meaning given to such terms in the I.C.C. Incoterms (as revised from time to time) shall apply except where inconsistent with any of the provisions contained in these Conditions.

7.2 Unless otherwise agreed the price of any Goods sold pursuant to an international supply contract (as defined by Section 26 of the Unfair Contract Terms Act 1977) shall be secured by an irrevocable letter of credit satisfactory to the Company established by the Customer in favour of the Company immediately upon receipt of the Company’s Order Acceptance form and confirm by a United Kingdom bank acceptable to the Company. The letter of credit shall be for the price payable for the Goods (together with any tax or duty payable) to the Company and shall be valid for at least 6 months or such longer period as shall have been estimated by the Company for delivery. The Company shall be entitled to payment on presentation to such United Kingdom Bank of the documents specified by the Company.

8. PASSING OF TITLE

8.1 Notwithstanding Condition 5, title in the Goods shall not pass to the Customer until payment in full (together with any interest payable in respect thereof) has been received by the Company for the Goods and for all other goods supplied to the Customer by the Company.

8.2 Before title has passed to the Customer and without prejudice to any of its other rights, the Company shall have the right to repossess and/or sell the Goods or any of them and its employees or agents may enter upon the Customer¹s premises for that purpose with or without vehicles. This right and licence shall continue to subsist notwithstanding the termination for any reason of any Contract and is without prejudice to any accrued rights of the Company under such Contract.

8.3 Until payment due under all contracts between the Customer and the Company has been made in full, the Customer shall:

(a) hold the Goods as bailee for the Company;
(b) store or keep the Goods separately and in such a way as clearly to indicate that title and property in the Goods remains in the Company and so as to comply fully with all storage, safety and/or environmental requirements applicable to or marked on the Goods, specified by the Company and/or required by law;
(c) not remove, obscure, damage, deface or delete any identifying marks or storage instructions placed on the Goods or their packaging by the Company or the manufacturer of the Goods; and
(d) not part with possession of the Goods otherwise than in accordance with Condition.

8.4 If the Customer uses sells or disposes of the Goods before payment in full is received by the Company:

(a) the Customer shall be under a fiduciary duty to the Company to account to the Company for such part of the proceeds of such use, sale or disposal as may be required to satisfy the full amount due to the Company under the Contract;
(b) the Customer shall as a consequence of its fiduciary relationship with the Company hold the proceeds of any such use, sale or disposal on trust for the Company and shall not mingle such proceeds with any other monies or pay them into an overdrawn bank account; and
(c) the Company shall be entitled to trace the proceeds of such use, sale or disposal in the hands of the Customer.

8.5 Pending disposal the Customer shall keep the Goods insured against all insurable risks in the full amount of the price of the Goods.

8.6 If the Goods are destroyed by an insured risk prior to the Goods being paid for by the Customer, the Customer shall receive the proceeds of any such insurance as trustee for the Company.

8.7 As and when any of the termination events specified in Condition 16 occur, payment of the price for the Goods shall become immediately due and payable notwithstanding any credit period allowed by the Company and the Customer shall cease to have any right to use, sell or otherwise dispose of the Goods.

9. VARIATIONS IN QUANTITY

The Company shall be deemed to have fulfilled its contractual obligations in respect of any delivery even though the quantity may be up to 10% more or less than the quantity specified in the Contract and in such event the Customer shall pay for the actual quantity delivered.

10. LIMITATION OF LIABILITY

10.1 The Customer¹s attention is specifically drawn to Condition 3.2.

10.2 Subject to Condition 1 0.3(a) the Company limits its liabilities and obligations to the Customer to the extent that the Company is able to pass on responsibilities to the Company’s suppliers. The Company shall have no greater responsibility or liability to the Customer than the Company’s suppliers have to the Company under the Company’s Agreement(s) with the Company’s suppliers.

10.3 The Company does not exclude or restrict its liability for:

(a) death or personal injury to the extent it results from the negligence of the Company, its employees or agents; or
(b) (subject to Condition 10.2) direct physical damage to tangible property of the Customer to the extent it results from negligence of the Company, its employees or agents (subject to a limit of liability in respect of any one incident to the price of the Goods comprised in the relevant Contract); or
(c) (subject to Condition 10.2) death or personal injury or damage to other property (as defined in the Consumer Protection Act 1987) which may arise from or which are consequent upon any defect in the Goods pursuant to a legitimate claim under the Consumer Protection Act 1987.

10.4 Subject to Conditions 10.2, 10.3 and 10.4(A), the obligations of the Company under these Conditions constitute the sole liability of the Company in respect of defects in the Goods.
Accordingly:

(A) All other conditions, warranties, statements, representations as to description, satisfactory quality, merchantability, quality, fitness or performance of the Goods expressed and/or implied by statute or common law and (without limiting the above) the implied terms conditions and warranties of the Sale of Goods Act 1979 (as amended) (“SGA”) are excluded, other than those contained in Section 12 SGA;
(B) The Company shall be under no liability in contract or in tort (including but not limited to negligence) for any loss damage death or injury arising directly or indirectly from any defect in or failure of the Goods to fulfil the Customer’s functions or caused directly or indirectly by or resulting from the Goods or their use by the Customer or any third party;
(C) In no circumstances shall the Company be liable for any direct, indirect or consequential loss or loss of use of profits or contracts suffered by the Customer or any third party arising out of or in connection with the Goods;
(D) The exclusions set out in this Condition 10 apply whether or not the purpose for which the Goods are purchase has been made known to the Company or samples have been supplied to the Company. It is the Customer’s responsibility to ensure that the Goods purchased meet the Customer’s requirements and are fit for the Customer’s purpose.

11. SPECIFICATION

11.1 Unless expressly agreed in writing by the Company all drawings, designs, specifications and particulars of weights and dimensions submitted by the Customer are approximate only and subject to verification by the Company.

11.2 The Company accepts no responsibility for any errors omissions or other defects in any drawings, designs or specifications not prepared by the Company and the Company shall be indemnified by the Customer against any and all claims liabilities costs and expenses incurred by the Company arising from them.

11.3 Alterations from original copy on and after first proof, including alterations in style will be charged extra and under no circumstances can Goods produced under such alteration be returned or cancellation accepted. Proofs of all work may be submitted for the Customer’s approval and no responsibility will be accepted for any errors in proofs, which have been passed by the Customer. The Customer shall be solely responsible for any matter which he instructed the Company to print.

11.4 If the Customer requests the Company to utilise materials supplied by the Customer the Company shall not be responsible for any loss or damage suffered by the Customer which is caused by defects in or the unsuitability of materials so supplied. All materials supplied will be held at the Customer’s risk.

11.5 Where the Company is requested to supply packaging or material with a machine readable symbol printed thereon in accordance with the Operating Manual for article numbering approved for the time being by the Article Numbering Association (U.K.) Ltd. (“A.N.A.”) the Company’s obligation is to print the agreed symbol according to the procedures set out in the (“A.N.A.”) Operating Manual and provided A.N.A. procedures are strictly complied with the Company shall have no liability, including any liability for consequential loss arising therefrom to the Customer or to any third party if the symbol proves not to be machine readable.

12. INTELLECTUAL PROPERTY

12.1 All technical data, drawings, designs, specifications and information submitted by the Customer shall be treated as confidential and shall not be disclosed to any third party without the Customer¹s written consent or used by the Company other than for purposes authorised by the Customer.

12.2 The Customer warrants that where it requires the Company to arrange manufacture, production or supply of the Goods to the Customer¹s specification or by the Customer’s methods the manufacture, means of production, product created, market used, get up and supply will not constitute an infringement of any copyright, patent, registered design, trade mark, intellectual or industrial property right of any third party, nor be in breach of any statute, regulation or bye-law nor shall any materials be defamatory or illegal. The Customer shall indemnify the Company against all or any liabilities, costs, fines, expenses including (but not limited to) legal expenses and costs, claims, actions or damages from any civil or criminal proceedings (whether or not actually instituted) which the Company may suffer as a result of breach of this warranty.

13. INDEMNITY

13.1 To the extent permissible under law the Customer will indemnify the Company against all liability for damages penalties claims costs and expenses to which the Company may become liable in respect of claims by any third party:

(a) arising directly or indirectly out of the Customer’s use of the Goods including but not limited to any adverse effects upon the matter packed in the Goods and any fines impositions and penalties incurred or levied by reason of any act or default whatsoever by the Customer or any person responsible to the Customer; and/or
(b) in respect of any words, descriptions, copyright, trade marks, devices, designs, (registered or not) and infringements or actions of any kind relating to or arising from matter printed at the Customer’s request or specifications for the Goods or their manufacture.

14. LICENCES AND CONSENTS

If any licence or consent of any government or other authority shall be required for the acquisition, carriage or use of the Goods by the Customer the Customer shall obtain it at its own expense and if requested produce evidence of it to the Company on demand. Failure to obtain any licence or consent shall not entitle the Customer to withhold or delay payment of the price. Any additional expenses or charges incurred by the Company resulting from such failure shall be for the Customer¹s account.

15. FORCE MAJEURE

15.1 The Company shall not be liable for failure to perform or for delay in performing any of its obligations under the Contract resulting from any Act of God, outbreak of hostilities, riot, civil disturbance, or acts of terrorism; the act of any government or authority (including refusal, delay in obtaining or revocation of any licence or consent); fire, explosion, flood, fog or bad weather; power failure, failure of telecommunication lines, failure or breakdown of plant, machinery or vehicles; failure or inability of any computer, data processing equipment or media or microchip or intergrated circuit or any similar device or any computer software or computer firmware to correctly recognise and/or respond to a date or time as its true, correct or intended calendar date or time and/or capture, save or retain and/or manipulate, interpret, instruct or process any data and/or information and/or command or instruction as a result of treating any date otherwise than its true or correct calendar date and/or capture, save, retain or process any data as a result of the operation of any command which has been programmed into any computer software being a command which causes the loss of or distortion of data or inability to save, retain or correctly to process such data on or after any date; default of suppliers or subcontractors; theft, malicious damage, strike, lockout or industrial action of any kind; or any cause or circumstance whatsoever beyond the Company’s reasonable control.

15.2 As soon as possible after any of the above occurs, the Company shall give notice to the Customer and shall be entitled to claim suspension of its obligations during the continuance of such occurrence provided that the parties will use all reasonable endeavours to remove or avoid such occurrence as soon as possible.

16. TERMINATION

16.1 In any of the circumstances set out below the Company shall have the right to terminate any Order immediately:

(a) if the Customer shall default in or commit a breach of any of its obligations to the Company; or
(b) if any distress or execution shall be levied upon the Customer, its property or assets; or
(c) if the Customer shall make or offer to make any arrangement or composition with creditors or shall become insolvent or commit any act of bankruptcy or suffer the filing of a petition of bankruptcy or a receiving order in bankruptcy shall be presented or made against the Customer;
(d) if (where the Customer is a company) it shall become insolvent by reason of its inability to pay its debts as they fall due, or shall enter into liquidation whether voluntarily or compulsorily other than for the purposes of reconstruction or amalgamation, or shall have an administrator or administrative receiver appointed over any of its undertaking property or assets; or
(e) if the effect of any legislation, regulation, judgment, decree or order of the United Kingdom, or of the European Community, or of any other governmental or administrative agency having jurisdiction directly or indirectly over the Company or its suppliers shall adversely affect trading conditions or the terms of trade between such suppliers and the Company; or
(f) if the Customer’s credit worthiness or standing is not in the Company’s absolute discretion satisfactory.

16.2 Upon written notice of such termination being posted to the Customer¹s last known address, any Order shall be deemed to have been terminated, without prejudice to any claim remedy or right the Company might otherwise make or exercise.

17. WAIVER

No forbearance or indulgence on the Company’s part in enforcing these Conditions shall prejudice the Company’s strict rights under these Condition nor shall it be construed as a waiver of such rights.

18. SEVERANCE

If any of these Conditions is rendered or held to be void or unenforceable in whole or in part, then it shall be unenforceable only to the extent that it is shown that it would not be lawful, fair or reasonable to allow reliance upon it and no further and the remaining Conditions shall remain in full force and effect.

19. ASSIGNMENT

The Customer shall not assign or transfer (in whole or in part) or purport to assign or transfer its rights or obligations under the Contract to any third party without the prior written consent of the Company.

20. GOVERNING LAW AND JURISDICTION

The Contract shall be governed in accordance with the laws of England. The Customer and the Company shall be subject to the non-exclusive jurisdiction of the English Courts.