TERMS AND CONDITIONS OF SALE
- SELLER’S CONDITIONS OF SALE APPLY
These are the Terms and Conditions of sale which apply to and govern all our/the Contracts between us as the Seller (“The Seller”) and you as the Buyer (“The Buyer”). By accepting delivery of the product you accept and agree to be bound by these Terms and Conditions. These Terms and Conditions shall apply as the complete and exclusive terms of each contract, and no variation from the Buyer contained in any documents from the Buyer including but not exclusively any letter, receipt acknowledgement, or other form shall be effective unless expressly agreed by the Seller in writing.
All price quotations are calculated from costs available at the date of the quotation and are exclusive of delivery and sales tax.
(a) Unless otherwise and previously agreed in writing (on each occasion) between the Seller and Buyer, acceptance by the Buyer of goods which have been ordered shall occur upon delivery, or attempted delivery, to the Buyer.
(b) If the Buyer fails to take delivery at the time specified in the Contract, the Seller shall be entitled to any other rights he may have and to treat the Contract as at an end.
(c) For goods which are contracted for delivery by instalments, late delivery of an instalment shall not entitle the Buyer to reject any other instalment under the same Contract.
(d) (i) Any date of delivery given by the Seller to the Buyer shall be an estimate date only, and while the Seller will endeavor to comply with any such date, Seller shall not be responsible for late delivery.
(ii) The Seller shall not be liable for late delivery or failure to deliver through any cause which is beyond the reasonable control of the Seller.
All goods are borne at Buyer’s risk from the time when delivery, or attempted delivery, takes place at the location stipulated in the Contract between the Buyer and the Seller.
- RETENTION OF TITLE
(a) Title in goods shall remain with Seller until payment of all sums due to the Seller from the Buyer have been received in full by the Seller, and goods are delivered to Buyer or its agent.
(b) Where payment is effected by check, the Seller shall be treated as not having received payment until that check amount has been credited to the bank account of the Seller.
(c) No form of failure or delay on the part of the Seller to require compliance by the Buyer of its obligations hereunder, shall operate or be treated as a waiver thereof.
- LIMITATION OF SELLER’S LIABILITY (a) In any case where it is established to the satisfaction of Seller that there has been a short delivery or a failure to deliver the goods to their destination, or that the goods have been damaged (whether wholly or in part) prior to delivery, Seller will replace them, or where the goods have been damaged, accept their return and credit Buyer with the price thereof, provided that:-
(i) Any complaint by the Buyer of short delivery of or damage to the goods shall have been notified in writing to the Seller immediately upon receipt of the goods;
(ii) Any complaint by the Buyer of failure to deliver shall have been notified within 10 days of the receipt by the Buyer of the invoice or advice of dispatch whichever is the earlier.
(b) In any case where it is established to the satisfaction of the Seller that when delivered goods contained some defect in quality or did not correspond with sample or description, the Seller may (entirely at the Seller’s discretion) assign to the Buyer the benefit of any express guarantee or warranty received by the Seller from the manufacturer or supplier of the goods, failing which the Seller will:-
(i) Replace the goods without further charge, or
(ii) Accept the return of the goods and credit the Buyer with the price thereof, or
(iii) Make the Buyer an allowance, being the difference between the value of the goods at the time of the complaint by the Buyer and the invoice price, provided that any complaint by the Buyer shall have been notified in writing to the Seller immediately upon delivery.
(c) Seller will not be liable to the Buyer for any loss or damage suffered as a result of the events, or for any of the reasons referred to in paragraphs (6a) and (6b) of this Condition.
(d) The Seller shall not be bound by any warranty or representation given by or made on its behalf, unless specifically stated in writing and expressly signed, stating it is to be incorporated in the Contract.
(e) The Seller’s entire liability shall be limited to the value of the goods.
- CONSEQUENTIAL LOSS
Without prejudice to the generality of the foregoing provisions, the Seller shall not in any event be liable to the Buyer for any indirect or consequential loss or damage.
- SELLER’S RIGHT OF RESCISSION
The Seller shall have the option (without prejudice to any of its other rights against the Buyer) by notice in writing to the Buyer to rescind any Contract between the Seller and the Buyer or to suspend delivery in the following events: –
(a) If the Buyer is in breach of any term of the same or any other Contract with the Seller and/or
(b) If the Buyer enters into any composition or arrangement with or for the benefit of its creditors, or has a receiving order in bankruptcy made against him or (if a corporate body) goes into liquidation, either voluntary or compulsory, or under supervision or has a receiver appointed over all or any of its assets, or if the Buyer threatens to cease trading.
- FORBEARANCE BY SELLER
No forbearance or indulgence by the Seller shown or granted to a Buyer, whether in respect of these standard conditions or otherwise, shall in any way affect or prejudice the rights of the Seller against the Buyer or be treated as a waiver of any of these standard conditions.
- FORCE MAJEURE
The Seller shall not be liable for failure to perform the Contract, whether wholly or in part, if the failure is caused wholly or partly by any circumstance or circumstances outside the control of the Seller.
- CONTACT WITH DELICATE SUBSTANCES
Where the goods supplied consist of containers, wrappers or other articles intended for use in connection with any food, drug or substance of a volatile, delicate or fragile nature, the Buyer shall satisfy himself that such food, drug or other substance is not or is not likely to be affected by any material used by the Seller in the printing of or manufacturing of such wrappers, containers or other articles. The Seller shall not be liable to the Buyer in respect of any claim alleging that such food, drug or other substance has been adversely affected, and the Buyer shall indemnify and keep indemnified the Seller from and against all liability by third parties in respect of any claim that any such food, drug or other substance has been adversely affected and caused the third party loss damage or expense.
- PROPERTY RIGHT, ETC.
The Buyer shall indemnify the Seller against all claims for infringement or alleged infringement of third party patent or other industrial property rights, and all costs and expenses incurred in connection therewith arising from the execution of the Buyer’s order in accordance with the Buyer’s designs, plans or specifications.
- SIZE OF MATERIALS
Unless specific warranties in writing are provided for accurate sizes, all sizes referred to on price lists, estimates or brochures are approximate only.
The Seller cannot guarantee exact quantities in respect of any goods supplied, and shall be deemed to have fulfilled its obligation under the Contract by delivery or manufacture of a quantity, plus or minus ten percent of the quantity, specified in the Contract, and the Buyer shall pay the contract rate for the actual quantity delivered.
Where palletized deliveries are requested or necessary, pallets may be charged extra. Pallets subsequently returned at the Buyer’s expense and risk in the same condition as delivered, will be credited to the Buyer at the price originally charged.
- DIMENSIONS AND GAUGE
Except where agreed in writing the Seller shall be deemed to have fulfilled its obligations under the contract by producing goods within the following tolerances: dimensions will be controlled to within plus or minus 3% and film gauge to within plus or minus 10%.
- INK COLORS
The Seller will take all reasonable steps to try to match film color. However, this cannot be guaranteed, and the Contract shall be deemed to have been performed and completed by delivery of goods of the general shade and density of color stipulated.
- FILM PROPERTIES
The Seller will take all reasonable steps to try to match film colors, clarity, haze and slip specifications. However, this cannot be guaranteed, and the Contract shall be deemed to have been performed by delivery of goods of the general shade, density of color and the general clarity, haze and slip stipulated.
- ANTI-STATIC MATERIALS
Different levels of electrostatic discharge protection are required for different electronic devices. It is the responsibility of the Buyer to determine the suitability of anti-static materials for the intended application and the Buyer shall assume all risk and liability, direct or consequential, arising out of the use of such products.
All quotations and tenders whether contained in a catalog, price list or otherwise are not to be considered as an offer by the Seller and the Seller shall not be bound to sell until it has communicated written acceptance to the Buyer of the Buyer’s order. Where the goods are required for a purpose other than the normal or usual purpose for which such goods are commonly supplied, then no condition or warranty of fitness for the purpose of goods shall be implied, unless the Buyer has made known to the Seller in writing the exact purpose for which the goods are intended to be used, on or before the making of the contract. Any quotation given by the seller shall not constitute an offer for sale or a representation that those goods are available for sale.
Except to the extent that any law of the United States may apply, these Conditions shall be governed and interpreted according to the laws of the State of Oregon.