1. GENERAL The Company conducts business only on the following terms and no variation or replacement thereof (whether by virtue of the customer’s general condition of trading or otherwise however) shall be binding on us unless we specifically agree thereto in writing signed by one of our directors.
2. QUOTATIONS, SPECIFICATIONS AND PRICES. All quotations given by us are based on current costs (including but without limitation, materials, working hours and wages) and are subject to amendment on or after acceptance to meet any rise in such costs.
3. CUSTOMERS GOODS. All goods sent to our works for packaging shall remain entirely at customer’s risk in all respects and we shall not be liable for any loss or damage to customer’s property of whatsoever kind or howsoever caused except for such damage as is reasonably foreseeable and results from negligence by us, having regard to our state of knowledge and familiarity with the customer’s goods. In such a case the company’s liability will not exceed the prime cost as defined in Clause 10.
4. DELIVERY AND DESPATCH. Except where it is specifically agreed that we shall insure the goods, all goods sent shall be delivered to and despatched from our Works at customer’s risk and expense (including demurrage or similar charges howsoever arising) whether or not we provide transport, and the customer shall therefore ensure that adequate insurance is effected and maintained in respect of transportation to and from our Works. Any complaint whether involving damage, delay, loss in transit or non-delivery or otherwise must be given by the customer to us in writing within 7 days of delivery (or in case of non-delivery, within 10 days of anticipated or due date of delivery which, for the avoidance of doubt, shall be deemed to be the delivery date advised by us) and if no such complaint is received by us within those periods our obligations shall be deemed to be discharged and payment shall be made in accordance with Clause 8 of these conditions. Delivery shall mean delivery to the customers previously nominated premises arid not elsewhere (unless agreed separately in writing by one of our directors).
5. TIME FOR EXECUTION. Times quoted for execution of work by us date from receipt by us of a written order to proceed, the goods to be packed, all necessary information and drawings necessary for that purpose and in any event such times are subject to confirmation by us upon receipt of such order, goods, information and drawings. All such items are estimates and shall not be of the essence of the contract unless otherwise agreed by us in writing.
6. SUSPENSION OF WORK. In the event of suspension of work on the customer’s instructions or owing to the lack of instructions, the customer shall pay all extra direct and indirect costs incurred by us whether arising out of disruption of our work schedules, storage of materials, storage charges or otherwise howsoever.
7. CANCELLATION CHARGES. Orders accepted by us cannot be cancelled by the customer except in writing and on payment in full of a cancellation charge which shall constitute liquidated damages representing the cost of all abortive preparations for execution of the work (including overheads) and all loss of profits arising out of such cancellation. In addition, the customer shall pay forthwith in full for all work executed up to and including the date of receipt by us of notice of cancellation. The Company’s calculation of the cancellation charge shall be final and binding upon the customer.
8. PAYMENT. All accounts rendered by us are strictly net and payable within 15 days of our invoice date. If payment is not made in accordance with this condition we reserve the right to charge interest at 5% over Lloyds Bank plc base rate on the amount due in accordance with the invoice (both before and after judgment) until payment and we further reserve the right to terminate the contract but without prejudice to our claims then subsisting or thereafter arising against the customer who will also be responsible for any legal costs or other fees or expenses incurred in connection with collecting monies due under any accounts outstanding beyond the due date for payment.
9. LIEN. The company shall have a lien upon all customer’s goods in our possession in respect of amounts due and owing by the customer to us. The Company shall have the right to dispose of any such goods by whatever method it wishes to, including the sale or dumping or otherwise disposing of the goods if they are not readily saleable and also that if the goods are sold they shall be sold at such a price as the Company considers appropriate, and there shall be no liability on the Company for the sale of goods at less than their value to the customer or any other persons on the expiry of six calendar months from the date on which amounts owing in respect of such goods become due and payable in accordance with Clause 8 provided that we shall before disposal give the customer reasonable notice of our intention to dispose of such goods. We shall be entitled to retain the proceeds of the sale of such goods to the extent of the amount owing by the customer both in respect of any work done for the customer and in respect of any interest, storage charge and costs of disposal of such goods.
10. LIMITATION OF LIABILITY. The Company’s liability, if any, to the customer, in respect of loss or damage (other than death or personal injury) resulting from any defect in or failure of packaging carried out shall be limited to loss or damage actually sustained by the customer and shall not exceed the prime cost (i.e. actual cost of packaging and materials only) of the goods as delivered to us. Subject thereto the customer waives any and all remedies which may otherwise have existed against us, whether in contract or in tort or otherwise in respect of loss or damage of any and every kind to whomsoever caused and in respect of anything done or omitted in connection with the order or any work done in connection therewith. All our Quotations are based on the customer accepting the terms of our limitation of liability at the time of acceptance of our Quotation. In the case the customer wishes us to assume additional liability our Quotation is subject to a supplementary charge to reflect such additional liability.
11. TERMINATION. For regular monthly service customers for whom the service involves an element of storage, either charged for on a weekly basis or incorporated within a fixed service price, these standard terms and conditions shall continue in force unless terminated by either party giving the other at least 3 month's written notice of termination, such notice to expire no earlier than 12 months’ from the date of the signature.
12. PATENTS, TRADE MARKS AND REGISTERED DESIGNS. The Customer hereby indemnifies the Company in respect of all liability resulting from any defamation, passing off, or infringement of any patent, trade mark, registered design or other industrial property right by the customer’s goods or by the packaging or otherwise howsoever. Such indemnity shall extend to the use by us of any packaging process to which we may subject the customer’s goods if such process shall have been specified by the customer. Such indemnity shall include, without limitation, all damages, loss of profits, costs incurred in connection with defending or giving evidence at legal proceedings and every other loss or damage which we may sustain
13. V.A.T. The price(s) shown in this quotation does not include Value Added Tax which shall be added to the price and paid with the price at the appropriate rate.
14. EXTRA CHARGES. Your attention is drawn to the Quotation which gives precise details of the work to be carried out. Additional work will only be done at the discretion of the company and upon agreement of the extra charges which will be incurred as a result.
15. INTERPRETATION. In these Conditions the following expressions shall have the respective meanings shown below: ‘The customer’ shall mean the person, firm or company with whom we enter into contract upon these Conditions and shall include the assigns of such person, firm or company. ‘Our works’ shall mean and include our premises and any other premises whether or not owned or leased by us on which we shall carry out work for the customer. ‘Works’ shall mean and include all work done and services performed by us under a contract to which these Conditions apply and materials supplied by us in connection therewith against the customer. ‘We’ shall mean the Company: PRISM ELOGISTICS (UK) LIMITED
16. In respect of any dispute, difference, question or claim we reserve the right to require such dispute, difference, question or claim which may at any time arise between us touching, concerning or arising out of or in respect of our agreement with the customer or the subject matter of our agreement to be referred to a single arbitrator in accordance with the provisions of the Arbitration Act 1950 or any statutory modification or re-enactment of it for the time being in force and our agreement shall be governed by English Law in all respects.