1.1 “Buyer” means the organisation or person who buys or agrees to buy the Goods from the Seller;
1.2 “Buyer’s Purchase Order” means an order for Goods by the Buyer and acknowledged by the Seller in accordance with clause 2.2;
1.3 “Contract” means the contract between the Seller and the Buyer for the sale and purchase of Goods incorporating these Terms and Conditions;
1.4 “Goods” means the articles that the Buyer agrees to buy from the Seller;
1.5 “Price” means the price for the Goods/Services excluding VAT (if applicable) or any carriage or postage;
1.6 “Due Date” means the date any invoice becomes payable in accordance with these Terms and Conditions;
1.7 “Seller” means Makkipak Limited, 14 Mallard Close, Earls Barton, Northampton NN6 0JF;
1.8 “Terms and 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;
1.9 It is expressly understood that neither the Buyer nor the Seller are Consumers, as defined by the Unfair Contract Terms Act 1977;
2.1 These Terms and Conditions shall apply to all contracts for the sale of Goods and/or Services by the Seller to the Buyer to the exclusion of all other terms and conditions including any terms or conditions that the buyer may purport to apply under any purchase order, confirmation of order or similar document.
2.2 All orders for Goods and/or Services pursuant to these Terms and Conditions and shall only be accepted by means of the Seller’s standard acknowledgement form.
2.3 Any variation to these Terms and Conditions (including any special terms and conditions agreed between the parties) shall be inapplicable unless agreed in writing by the Seller.
3 PRICE AND PAYMENT
3.1 The Price shall be that as quoted by the Seller, subject to price amendments, or such other price as the parties may agree in writing. The Price is exclusive of VAT or any carriage or postage costs.
3.2 Payment of the Price and VAT and any other applicable costs shall be due by the end of the month following the month of Invoice supplied by the Seller. If a specific item or items remains unpaid by the Due Date the charges detailed in Schedule A attached to these Terms will apply, in accordance with the EC Directive no. 2000/35/EC. If it becomes necessary to employ a third party to collect the overdue account, all invoices will become due and payable immediately and will be treated as overdue items, with appropriate charges applied. In addition all of the third party’s charges will be added to the account for collection. Should this action be taken, all credit will be withdrawn and future work will be completed on a proforma basis.
3.3 Prior to a credit account being agreed, the Buyer must complete a Credit Account Application Form. The Credit Limit will be set by the Seller, and must be adhered to. If this Limit is exceeded, then payment will be required to bring the account back to within the Limit set.
All quotations are subject to trial and are valid for 30 days.
5 QUANTITIES SUPPLIED
Any order for custom made products is subject to a quantity tolerance of plus or minus 10% and charged accordingly.
5 DELIVERY OF THE GOODS
5.1 Unless otherwise agreed, delivery of the Goods shall take place at the address specified in the Buyers Purchase Order / Website Order on the Delivery Date and the Buyer shall be deemed to have accepted the Goods upon their delivery. The Buyer shall make all arrangements necessary to take delivery of the Goods whenever they are tendered for delivery.
5.2 The Delivery Date specified by the Seller is an estimate only. Time for delivery shall not be of the essence of the Contract.
5.3 If the Seller is unable to deliver the Goods for reasons beyond its control, then the Seller shall be entitled to place the Goods in storage until such times as delivery may be effected and the Buyer shall be liable for any expense associated with such storage.
5.4 The Buyer shall be entitled to replacement Goods where the Goods have been damaged during transportation by the Seller. The Buyer must notify the Seller of the damage within 24 hours of delivery.
5.6 If the account is operated on a Proforma basis, the Seller will advise the Buyer the previous day of the amount of the cheque to be collected. If this cheque is not ready when the Seller attempts delivery of the Goods, then the Seller is entitled to return the Goods back to the premises of the Seller, and the Buyer will shall be liable for any expense associated with such return and subsequent storage.
6.1 Title to the Goods shall not pass to the Buyer until the Seller has been paid in full for the Goods, but the risk does pass upon delivery of the Goods.
Where the Goods have been finished by the Seller in a defective manner, the Seller shall re-finish the Goods free of charge, and credit the initial Invoice, subject to the following conditions:
7.1.1 the buyer notifying the Seller of the defect within 5 days of the defect becoming apparent;
7.1.2 such notice being served within 14 days of delivery;
7.1.3 the Seller requires the return of any queried work for inspection, prior to entertaining any claim for credit;
7.1.4 the defect being due to the faulty finishing materials or workmanship of the Goods by the Seller;
7.1.5 the Seller is not liable for any faults with regard to the printing or incorrect finishing instructions being given by the Buyer at the time of Order.
8 FORCE MAJEURE
Neither party shall be liable for any delay or failure to perform any of its obligations if the delay or failure results from events or circumstances outside its reasonable control, including but not limited to acts of God, strikes, lock outs, accidents, war, fire, or terrorism.
If any Court of competent jurisdiction holds any term or provision of these Terms and Conditions invalid, illegal or unenforceable for any reason such provision shall be severed and the remainder of the provisions hereof shall continue in full force and effect as if these Terms and Conditions had been agreed with the invalid or unenforceable provision eliminated.
10 GOVERNING LAW AND JURISDICTION
These Terms and Conditions shall be governed by and construed in accordance with the Law of England and Wales and the parties hereby submit to the exclusive jurisdiction of the Courts of England and Wales.
Our Terms for Payment are 30 days from the end of the month of invoice.
Day 3 (approximately) each month we send out statements showing current and overdue balances with details. The overdue amounts are payable by return and at the very latest by the last working day of that month.
If payment has not been received at this point we send an Overdue Account letter, advising the customer that payment is required within 7 days. At this point we reserve the right to apply the statutory penalties enshrined in Sections 5A and 6 of the Late Payment of Commercial Debt (Interest) Act 1998 and any other penalties that may be introduced by statute from time to time.
In the event that there is no payment at the end of seven days, we will send the seven-day letter supplied by our debt collection agency, and make a charge of £5.00 to cover our costs.
Should no response be received from the customer, we will instruct our debt collection agency to effect Full Recovery of all outstanding money and to debit their fees to the customer.