Basis of Sale
1 Go-Pak UK limited (the “Company”) shall sell and the person who accepts the Company’s quotation or who places an order accepted by the Company (the “Customer”) shall purchase goods (the “Goods”) or services (the “Services”) to be supplied by the Company subject in either case to these conditions which shall govern the contract between the Customer and the Company (the “Contract”) to the exclusion of all other terms, conditions and warranties whatsoever (including any which are implied by statute or common law and any which may appear in the Customers order) unless any of the same are specifically agreed in writing by a director of the Company.
2 The Company’s employees or agents are not authorised to make any representations as to thedescription, quality or fitness for any particular purpose of any Goods or Services by the Company. If a representation is made or an opinion expressed which may affect the Customer’s decision to place an order, the Customer should ensure that such details be confirmed in writing by a director of theCompany so as to form part of the Contract. No liability can otherwise be accepted. All sales literature, quotation, price lists, advertising, drawings, illustrations, descriptions, acceptances of order and all other documents and information issued by the Company or showing on the Company’s website shall be for the sole purpose of giving an approximate idea of the Goods referred to therein. They shall not form part of the Contract nor have any contractual force and the particulars contained thereinshall not constitute representations by the Company.
Delivery
3 Goods may be delivered by one or more consignments as may be agreed between the parties. Where Goods are to be supplied by more than one consignment, then each consignment shall be deemed to constitute a separate contract.
4 Risk in the Goods shall pass to the Customer when the Goods are delivered to or collected bythe Customer or its agent
5 Notwithstanding clause 3 above, where the Company supplies printed stock and has specified a lastdelivery date in its quotation, the Company reserves the right to deliver all such stock covered in the quotation by the delivery date. Where no last delivery date has been so specified, then the Company shall be entitled to deliver the special printed stock covered by its quotation within a reasonable period. If the shipment is not dispatched at the contracted freight rate, the customer is liable to pay a surcharge fee. This fee will be applied automatically and added to the final invoice. The amount of the surcharge fee will be determined based on the additional costs incurred due to the non-compliance with the initially agreed contract rate.
6 Any dates quoted for the delivery of the Goods are approximate only and the Company shall not be liable for any delay in delivery of the Goods howsoever caused. Time of delivery shall not be of the essence. The Goods may be delivered by the Company in advance of the quoted delivery date upon giving reasonable notice to the Customer.
7 If the Customer chooses to return any of the Goods, it shall be responsible for the arrangements, and for the costs, of so doing
8 If the Customer returns any of the Goods, a restocking fee of 10% of the price of those Goods shall be payable by the Customer, which shall be deducted from the amount refunded to the Customer. Returns will only be accepted if the Goods are in good condition and deemed resalable by the Company. Additionally, the Goods must have been purchased within the last six months for the return to be accepted. The return must be organised by the Customer and will be at the Customer’s cost.
Prices
9 Subject to sub-clause 10 below, the price of the Goods shall be the Company’s quoted price or when noprice has been quoted (or a quoted price is no longer valid) the price listed in the Company’s relevant price list current at the date of the invoice.
10 The price of the Goods shall be subject to alteration by the Company at any time before delivery for reasons including, but not limited to, alterations arising from any increase in the costs of the Company which are due to any factor beyond its control such as, without limitation, any foreign exchange fluctuation, increase in duties, increase in the costs of labor, increase in cost of freight, materials or other costs of manufacture or other overheads, any change in mode of delivery, dates, quantities or specifications for any Goods which is requested by the Customer or the failure of the Customer to give the Company adequate information or instructions.
11 The price is exclusive of any applicable Value Added Tax, which the Customer shall be additionally liable to pay to the Company
12 Deliveries exceeding the Company’s minimum order delivery requirement from time to time are made free of charge to mainland U.K. addresses. For all other deliveries, the additional cost of delivery will be charged.
13 Deliveries will be made on weekdays between 9am and 5pm. If the Customer requests a delivery on a specific time slots, such as morning (AM), afternoon (PM), timed or next-day delivery, will incur additional fees.
Payment
14 The Customer shall pay the price of the Goods or Services (as applicable) within 30 days of the date of the Company’s invoice, unless a different period is agreed in writing by a duly authorised representative of the Company. Time for payment of the price shall be of the essence of the Contract
15 If payment of the price or any part thereof is not made by the due date, the Company shall be entitled, without limiting the Company’s remedies under clause 20 and without notice to:
15.1 charge interest both before and after any judgment on the outstanding amount at the rate of 4%per annum above the base rate of the Bank of England accruing daily;
15.2 appropriate any payment made by the Customer to the Goods and/or Services supplied under any contract between the Customer and the Company as the Company may think fit; and
15.3 cancel or suspend delivery of any Goods that have been ordered by the Customer which have not been deliveredwithout incurring any liability to the Customer
16 All amounts due under the Contract from the Customer to the Company shall be paid in full without any set-off, counterclaim, deduction or withholding.
Reservations of Title
17 Notwithstanding delivery and the passing of risk, title in the Goods shall remain vested in the Company and shall not pass to the Customer until payment in full is received in cash or cleared funds for the Goods (and any other goods that the Company has supplied to the Customer)
18 Until payment due from the Customer under all contracts between the Customer and the Company hasbeen so received in full the Customer shall:
18.1 store the Goods separately from all other goods held by the Customer so that they remain readily identifiable as the Company's property;
18.2 not remove, deface or obscure any identifying mark or packaging on or relating to the Goods
18.3 keep the Goods comprehensively insured against all risks for their full price from the date of delivery;
18.4 subrogate to the Company any rights it may or will have in respect of insurance monies recoverable from the Goods;
18.5 keep the Goods in good condition at its own expense; and
18.6 give the Company such information as the Company may reasonably require from time to time relating to the Goods and the ongoing financial position of the Customer
19 At any time before title to the Goods passes to the Customer the Company may require the Customer to deliver up all Goods in its possession that have not been resold and if the Customer fails to do so promptly, the Customer shall permit any officer, employee, representative or agent of the Company to enter with or without vehicles any premises of the Customer or other site where the Goods are located in order to recover them.
Termination
20 In the event of:
20.1 the failure by the Customer to comply with any statutory demand served on it under the Insolvency Act 1986;
20.2 the Customer taking any step or action in connection with its entering administration, provisional liquidation or any composition or arrangement with its creditors, obtaining a moratorium, being wound up (whether voluntarily or by order of the court), having a receiver appointed to any of its assets or ceasing to carry on business;
20.3 the obtaining of any judgement against the Customer, or the levying of distress of execution on any premises owned or occupied by the Customer;
20.4 the Customer's financial position deteriorates so far as to reasonably justify the opinion that its ability to give effect to the terms of the Contract is in jeopardy;
20.5 the Customer suspends, threatens to suspend, ceases or threatens to cease to carry on all or a substantial part of its business;
20.6 the presentation of a petition for the winding up of the Customer or for making of an administrativeorder;
20.7 the Customer breaching any of these conditions or any other term of the contractfor the provision of the Goods or the Services;
20.8 the Company reasonably believes that the Customer is about to become subject to any of the above; or
20.9 the Customer failing to pay any amount due under the Contract on the due date for payment
the Company may without limiting its other rights or remedies, suspend provision of the Goods and the Services under the Contract or any other contract between the Customer and the Company, or forthwith without notice terminate the Contract without liability to the Customer. Any such termination (howsoever occasioned) shall not affect any accrued rights or liabilities of the Company and in particular the Company’s right to be paid for the Goods or Services suppliedprior to such termination and to damages generally and the Customer shall immediately pay to the Company all of the its outstanding unpaid invoices and any accrued interest and, in respect of Goods supplied but for which no invoice has been submitted, the Company shall submit an invoice, which shall be payable by the Customer immediately on receipt.
Claims
21 Without prejudice to clause 29, the Customer shall have no claim for shortages, or for defects apparent onvisual inspection of the Goods, unless the Company receives a written notice from the Customer within 48 hours of the time of their delivery
22 The Customer shall have no claim in respect of defects not apparent on visual inspection at the time ofdelivery unless a written claim is received by the Company within three days of the defect in the Goodssupplied first becoming apparent to the Customer and in any event no later than one month after the date of delivery of the Goods to the Customer
23 Subject to clauses 21 and 22 above, if any goods supplied to the Customer prove on inspection to be defective in material or manufacture the Company undertakes at its option to replace the same orto refund to the Customer the price of the goods and in no circumstances will liability exceed the cost of replacement or the price paid by the Customer for the Goods
24 The Company is concerned to keep down the cost of advice or recommendations given to the Customerand this must necessarily involve limiting the liability of the Company for any loss or damage caused to the Customer. Accordingly, any advice or recommendation given by the Company or its employees or agents to the Customer or its employees or agents as to the storage, application or use of the goods (including recommendations and training on good food hygiene practice) whether confirmed in writing or otherwise is followed or acted upon entirely at the Customer’s own risk and accordingly subject to clause 25 the Company shall not be liable for any such advice or recommendation.
25 Nothing in the Contract:
25.1 limits any liability which cannot legally be limited including liability for death or personal injury resulting from the negligence; or
25.2 affects the statutory rights of any person dealing with the Company as a consumer.
26 Subject to clause 25 the Company's total liability to the Customer shall not exceed the payment received by the Company for the Goods
27 The Company shall not be liable for any consequential or indirect loss suffered by the Customer whether this arises from a breach of a duty in contract or in tort or in any other way including without limitation loss of profit, loss of sales or business, loss of contracts, loss of anticipated savings, loss of or damage to goodwill ordamage to property.
28 The Company reserves the right to cancel or vary the Contract in the event of its being unable for anyreason to execute the whole or part of the order
Quantity Variations
29 If the Company delivers up to and including 10% more or less than the quantity of Goods ordered the Customer may not reject them, but on receipt of notice from the Customer that the wrong quantity of Goods was delivered, the Company shall make a pro rata adjustment to the invoice for the Goods.
Intellectual Property
29 The copyright and any other intellectual property rights in any drawing produced by the Company for the Customer shall vest and remain vested in the Company until payment for it has been received by the Company in full. The price of such drawings or other work shall be the Company’s quoted price which may be altered by the Company without notice to the Customer if not accepted within 28 days of the date of the quotation. The Company shall be entitled to increase such quoted price notwithstanding acceptance by giving notice to the Customer at any time in the event of any increase in the Company’s overheads prior to production.The provisions of clauses 14 to 16 above shall apply mutatis to the payment to the price of the drawing or other work
31 Until payment due from the Customer in respect of any drawings or other work so produced has beenreceived by the Company in full:-
31.1 the Customer shall not without prior written consent of a director of the Company disclose or use any of the drawings or other work or extracts there from or any copiesthereof;
31.2 the drawings and other work received by the Customer together with any copies thereof and materials derived there from shall be returned to the Company promptly on demand failing which the Customer shall permit or procure that any officer, employee, representative or agent of the Company to enter with or without vehicles onto the Customers premises or any other site where the drawings or other work are located and to repossess the same together with any copies thereof.
Indemnity
32 The Customer shall upon demand indemnify the Company against all loss, damage, injury, costs and expenses (including without limitation professional fees incurred) suffered by the Company to the extent that the same are caused or related to:-
32.1 design specification given to the Company by the Customer in respect of goods or drawings or other work which are to be produced by the Customer, whether arising out of or in connection with any claim made against the Company for actual or alleged infringement of a third party’s intellectual property rights or otherwise; and
32.2 the improper incorporation, assembly, use, processing, storage or handling by the Customer of goodssupplied by the Company.
Specifications
33 Specifications, dimensions and other product details are stated in good faith and the Company willendeavour to ensure that the Goods comply with such specifications, dimensions and other product details and therefore it reserves the right in such cases to supply goods of a substantially similar specification or dimension
Unenforceability
34 In the event that any condition of the Contract or part thereof shall be in breach of or be unenforceable under any rule of law or legislation it shall be of no effect but all other conditions shall remain in full and effect and shall be severable from such offending condition or part of it.
Force majeure
35 The Company shall not be held liable for any delay, failure or inability to perform its obligations under this Agreement where such delay or failure arises from circumstances beyond the Company’s reasonable control. This includes, without limitation, delays in transit, sea freight disruptions, port congestion, customs clearance issues, carrier delays, adverse weather conditions or any other logistical or transportation-related events outside the Company’s direct influence. In such cases, delivery timelines shall be extended as reasonably necessary to account for the impact of the unforeseen event.
Entire Agreement
36 The Contract constitutes the entire agreement between the parties.
37 Each party acknowledges that in entering into the Contract it does not rely on any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in the Contract. Each party agrees that it shall have no claim for innocent or negligent misrepresentation based on any statement in the Contract.
Governing law and Jurisdiction
38 The Contract, and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation, shall be governed by and construed in accordance with the law of England and Wales.
39 Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with the Contract or its subject matter or formation.
Bespoke
40 The Company will deliver to the Customer, un-palletised and in full, all the bespoke products ordered by the Customer within 10 days of vessel arrival at UK port. Containers delivered more than 7 days after vessel arrival date will incur a demurrage charge of £100.00 per day. Please note that containers are allocated 3 hours to unload; any time after this period will be charged at £50.00 per hour. Please note that the Estimated Time of Departure/Estimated Time of Arrival to Port provided is only an estimate and may be subject to change. The Customer will be notified of a more accurate date for delivery into the company’s DC when stock arrives in the UK. Invoices will be issued on the day of delivery and are due for payment within 28 days of the date of the invoice. This agreement is subject to the terms and conditions of the Company Bespoke Product/Print Agreement and the Terms and Conditions of Sale, both of which are printed herein
41 Artwork will be produced by the manufacturer for the Customer’s approval. Should the Customer decide not to proceed with production, any expenditure incurred by the Company will be charged to the Customer at cost. Complementary design work is provided upon receipt of AI or PDF artwork up to a maximum of 3 revisions; any revisions past this point will incur a £35 charge per version. Origination charges are the total costs the Customer will pay for the production of artwork and printing plates and will be charged once production has been completed. Lead time is the period between artwork being approved and the product being produced. This varies both seasonally and from product to product
42 Over and under runs are the quantity difference between the stock produced against the amount the Customer ordered. A 15% variation is the printing standard, and the Company will not be liable for any losses incurred as a result of such differences. Under runs will not be considered as an outstanding balance, and over runs will be considered part of the total quantity to which the Customer is committed.
43 Delivery will be made either of the full stock or partial stock when the Customer orders it (sometimes called “call off”) for a maximum period of up to three months after the date of the Company receipt. Following this, the Company will invoice and deliver the remaining stock to an address or addresses of the Customer’s choice. By signing this agreement, the Customer authorises the company to take this latter course of action. Payment should be made in full following delivery of goods or goods still held in stock whilst delivery arrangements are finalized.
44 Continuity of supply is an option available in exceptional circumstances when goods are delivered and invoiced on a call-off basis, without the Customer having to sign a new bespoke agreement for each batch of products manufactured. In these circumstances, the Customer will be asked to approve a maximum stock level to be held by the Company, and the Customer will be liable to have any stock up to this amount and invoiced to the Customer if they cease to purchase this product.
45 All new printed single wall paper cup orders will include Company branding on the base of the cup as part of the standard manufacturing and printing process. This branding will appear on every printed single wall cup design, regardless of artwork. This requirement applies exclusively to printed single wall cups and shall not extend to unprinted stock, printed double wall cups, or ripple cups. By submitting artwork approval, placing an order, or otherwise instructing the company to proceed with production of printed single wall cups, the Customer acknowledges and accepts that company branding will be incorporated into the final product design unless requested otherwise. Removal or alteration of the company branding may be accommodated upon request, subject to prior written agreement with the company before production. www.go-pakgroup.com Tel: +44 (0) 1454 285400
Customs and delivery restrictions
46 The goods provided are intended to remain permanently within Northern Ireland and will not be moved to the European Union, whether directly or indirectly.
47 The goods are not intended to be placed on the EU market and will be used, sold or consumed exclusively within Northern Ireland.
48 The Company operates in accordance with the requirements of the Windsor Framework and, where applicable, the UK Internal Market Scheme (UKIMS), and maintains effective internal controls to prevent onward movement of these goods to the EU.
49 Adequate commercial, logistical, and inventory controls are in place to ensure traceability of the goods and compliance with the “not at risk” conditions..