We draw your attention to the following standard conditions some of which contain provisions defining and limiting our liability in respect of any potential default. Copying, whether of words, images or other material is likely to comprise a breach of copyright unless it is authorised. Customers should not request Goods unless they are sure that they comply with the warranty contained in clause 7.1. The Customer’s attention is drawn in particular to the provisions of clause 12. It is important that the Customer reads and understands these limitations of liability as contained in these terms and conditions.
Account Order: the Customer has agreed credit terms with the Supplier.
Business Day: a day other than a Saturday, Sunday or public holiday in England, when banks in London are open for business.
Conditions: the terms and conditions set out in this document as amended from time to time in accordance with clause 15.3.
Contract: the contract between the Supplier and the Customer for the sale and purchase of the Goods in accordance with these Conditions.
Customer: the person or firm who purchases the Goods from the Supplier.
Customer’s Materials: means (i) all get up, designs, logos, brands and trademarks (owned by or licensed to the Customer) together with any and all materials delivered to the Supplier by or on behalf of the Customer; and (ii) the Customer’s Intellectual Property Rights in relation thereto.
Delivery Location: has the meaning given in clause 8.2.
Force Majeure Event: an event, circumstance or cause beyond a party’s reasonable control.
Goods: the goods (or any part of them) set out in the Order.
Intellectual Property Rights: means any copyright, design right, registered design, trade mark whether registered or not, right of confidentiality or any other similar right whether arising in the United Kingdom or elsewhere in the world.
Order: the Customer’s order for the Goods, as set out in the Customer’s purchase order form.
Prepaid Order: the Customer has no agreed credit terms with the Supplier and is required to pay for the Goods prior to manufacture and delivery.
Specification: any specification for the Goods, including any related plans and drawings, that is agreed in writing by the Customer and the Supplier.
Stated Purpose: the listing or reproduction of any Customer’s Materials in whole or in part in any marketing, promotional or advertising literature produced by or on behalf of the Supplier in any media throughout the world.
Supplier: EPAC UK SILVERSTONE LIMITED (registered in England and Wales with company number 12193366).
Supplier’s Website: https://epacflexibles.com.
(a) A person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality).
(b) A reference to a party includes its successors and permitted assigns.
(c) A reference to a statute or statutory provision is a reference to it as amended or re-enacted. A reference to a statute or statutory provision includes all subordinate legislation made under that statute or statutory provision.
(d) Any words following the terms including, include, in particular, for example or any similar expression shall be construed as illustrative and shall not limit the sense of the words, description, definition, phrase or term preceding those terms.
(e) A reference to writing or written includes fax and email.
2. Basis of contract
2.1 These Conditions apply to the Contract to the exclusion of any other terms that the Customer seeks to impose or incorporate, or which are implied by law, trade custom, practice or course of dealing. The Supplier may make revisions to these Conditions from time to time. If there are revisions, the Supplier will publish them on the Supplier’s Website and highlight, on the home page, that revisions have been made. The Customer shall regularly check the Supplier’s Website for details of any revisions having been published. Unless the Customer sends a notice in writing of objection to the Supplier within 21 days of any revision to these Conditions being published the revised Conditions shall be binding on the Customer. The Supplier’s Website will identify the date on which the revisions will become effective and (unless the Customer has provided a notice of objection as detailed above) such revisions shall apply to all Orders which are issued on or after that date.
2.2 The Order constitutes an offer by the Customer to purchase the Goods in accordance with these Conditions. The Customer is responsible for ensuring that the terms of the Order and any applicable Specification and artwork submitted by the Customer are complete and accurate.
2.3 The Order shall only be deemed to be accepted when the Supplier issues a written acceptance or confirmation of the Order having received full payment in cleared funds for the Goods which are the subject of the Order (unless credit terms have been agreed by the Supplier and confirmed in writing to the Customer) at which point the Contract shall come into existence.
2.4 Any samples, drawings, descriptive matter or advertising produced by the Supplier and any descriptions or illustrations contained in the Supplier’s catalogues or brochures are produced for the sole purpose of giving an approximate idea of the Goods referred to in them. They shall not form part of the Contract nor have any contractual force.
2.5 A Customer who is dealing with the Supplier in the course of its business may not cancel an order which the Supplier has accepted except with the agreement in writing of the Supplier and any Customer cancelling any order hereby agrees to indemnify the Supplier in full against all losses (including loss of proﬁts), costs (including the costs of all labour and materials used until the date of cancellation), damages, charges and expenses incurred by the Supplier as a result of the cancellation.
2.6 The Supplier may cancel an order at any time prior to delivery upon notice to the Customer whereupon a refund of any monies paid for the relevant goods will be promptly made.
3.1 A quotation for the Goods given by the Supplier shall not constitute an offer. A quotation shall only be valid for a period of 30 Business Days from its date of issue (provided that the Supplier has not previously withdrawn it). Any quotation given by the Supplier will only be binding if given in writing on the Supplier’s notepaper (by a duly authorised representative of the Supplier) and the quotation has not expired. A written quotation will be based on artwork provided and instructions given by the Customer. The Supplier reserves the right to amend any quotation given to reﬂect any incomplete inaccurate or changed instructions or artwork given by the Customer. Any verbal quotation is an estimate only and will not be binding unless and until conﬁrmed by the Supplier in writing.
3.2 The Customer must ensure that any quotation it wishes to accept, its order and any applicable speciﬁcation are complete and accurate. The quantity and description of the Goods shall be as set out in the Order as accepted.
4.1 The Customer shall indemnify the Supplier against all liabilities, costs, expenses, damages and losses (including any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal and other professional costs and expenses) suffered or incurred by the Supplier in connection with any claim made against the Supplier for actual or alleged infringement of a third party’s Intellectual Property Rights arising out of or in connection with the Supplier’s use of the Specification. This clause 4.1 shall survive termination of the Contract.
4.2 The Supplier reserves the right to amend the specification of the Goods if required by any applicable statutory or regulatory requirements.
4.3 The Supplier may refuse to print any material which in its opinion is deemed illegal, libellous or offensive or may infringe the Intellectual Property Rights of any third party.
5. Proofs and errors
5.1 For the avoidance of doubt, all works services or goods supplied at the Customer’s request including work and/or services of a preliminary or preparatory nature unless speciﬁcally stated otherwise are provided on the basis that they will be charged for.
5.2 Proofs are available for the Customer’s approval on request. No responsibility or liability will be accepted by the Supplier for:
(a) any errors not corrected by the Customer after inspecting the proofs or where the Customer declines to make such request; or
(b) any work for which the Customer has given instructions which requires or allows the Supplier to exercise a degree of artistic licence
and the Customer shall not be entitled to reject such work although the Supplier shall rectify any such error at the Customer’s cost.
6. Customer’s own materials
6.1 The Supplier may reject any unsuitable Customer’s Materials (including without limitation any paper, plates, computer disks or CD-Roms) supplied or speciﬁed by the Customer and the Supplier reserves the right to refuse to undertake any works, services or supplies which infringes or appears to infringe the copyright or other intellectual property rights of any third party or which in its opinion contains any material which is an any way unlawful.
6.2 Any Customer’s Materials supplied to the Supplier remain at the Customer’s risk and the Supplier accepts no liability for damage, destruction or loss thereof. In the case of a Customer who is dealing with the Supplier as a consumer, the Supplier agrees to take reasonable care of such art work or other materials while the same are in their possession although it is the responsibility of the Customer to ensure that such items are covered by their own insurance.
6.3 The Supplier shall have a lien over any Customer’s Materials supplied to it by the Customer against payment of all monies due to it by the Customer from time to time and shall be entitled (if any sum is not paid on the due date) to dispose of such property as the Supplier shall in its discretion think appropriate towards settlement of the sums due, subject to reasonable notice having been given to the Customer of their intention to dispose of such property.
6.4 The Customer hereby grants to the Supplier a perpetual, irrevocable, worldwide, royalty free non-exclusive licence to use Customer’s Materials for the Stated Purposes. This clause 6.4 shall survive termination of the Contract.
7. Illegal matter
7.1 The Customer warrants to the Supplier that it owns the Customer’s Materials and all Intellectual Property Rights in them and that the Customer’s Materials do not infringe any Intellectual Property Rights of any third party and will not if used in or in relation to the sale of the Goods or the provision of any services infringe any Intellectual Property Rights of any third party.
7.2 The Customer shall indemnify the Supplier and keep it indemnified in respect of all costs, claims, liabilities and expenses to which the Supplier may be subject as a result of a breach of clause 7.1 above.
8.1 The Supplier shall ensure that each delivery of the Goods is accompanied by a delivery note that shows the date of despatch of the Goods, and all relevant Customer and Supplier reference numbers together with the type and quantity of the Goods being shipped.
8.2 The Supplier shall deliver the Goods to the location set out in the Order or such other location as the parties may agree (Delivery Location) at any time before the Supplier notifies the Customer that the Goods are ready.
8.3 Delivery is completed on the completion of unloading of the Goods at the Delivery Location.
8.4 Any dates quoted for delivery are approximate only, and the time of delivery is not of the essence. The Supplier shall not be liable for any delay in delivery of the Goods that is caused by a Force Majeure Event or the Customer’s failure to provide the Supplier with adequate delivery instructions or any other instructions that are relevant to the supply of the Goods.
8.5 If the Supplier fails to deliver the Goods, its liability shall be limited to the costs and expenses incurred by the Customer in obtaining replacement goods of similar description and quality in the cheapest market available, less the price of the Goods. The Supplier shall have no liability for any failure to deliver the Goods to the extent that such failure is caused by a Force Majeure Event or the Customer’s failure to provide the Supplier with adequate delivery instructions or any other instructions that are relevant to the supply of the Goods.
8.6 If the Customer fails to accept delivery of the Goods within three Business Days of the Supplier notifying the Customer that the Goods are ready, then, except where such failure or delay is caused by a Force Majeure Event or the Supplier’s failure to comply with its obligations under the Contract:
(a) delivery of the Goods shall be deemed to have been completed at 9.00 am on the third Business Day after the day on which the Supplier notified the Customer that the Goods were ready; and
(b) the Supplier shall store the Goods until delivery takes place, and charge the Customer for all related costs and expenses (including insurance).
8.7 If ten Business Days after the day on which the Supplier notified the Customer that the Goods were ready for delivery the Customer has not accepted actual delivery of them, the Supplier may dispose of part or all of the Goods and, after deducting reasonable storage and disposal costs, charge the Customer for any shortfall below the price of the Goods.
8.8 In respect of a Prepaid Order which is invoiced at the quantity of Goods per sku ordered plus 5%, if the Supplier delivers up to and including 5% more or less than the quantity of Goods ordered of an indivdual sku the Customer may not reject them. Where the quantity of Goods supplied for an individual sku is less than the quantity invoiced for that sku in respect of the Prepaid Order, the Customer will be provided with a credit note for the under shipment on that sku.
8.9 In respect of an Account Order which is invoiced at the quantity of the Goods supplied, the Supplier shall be entitled to invoice in respect of a quantity of Goods up to 10% of the original quantity of Goods specified in the Order.
8.10 The Supplier may deliver the Goods by instalments, which (in respect of an Account Order only) shall be invoiced and paid for separately. Any delay in delivery or defect in an instalment shall not entitle the Customer to cancel any other instalment.
9.1 The Supplier warrants that on delivery, the Goods shall:
(a) conform in all material respects with their description and any applicable Specification; and
(b) be of satisfactory quality (within the meaning of the Sale of Goods Act 1979).
9.2 Subject to clause 9.3, if:
(a) the Customer gives notice in writing to the Supplier within a reasonable time of discovery that some or all of the Goods do not comply with the warranty set out in clause 9.1;
(b) the Supplier is given a reasonable opportunity of examining such Goods; and
(c) the Customer (if asked to do so by the Supplier) returns such Goods to the Supplier’s place of business at the Supplier’s cost,
the Supplier shall, at its option, repair or replace the defective Goods, or refund the price of the defective Goods in full.
9.3 The Supplier shall not be liable for the Goods’ failure to comply with the warranty set out in clause 9.1 in any of the following events:
(a) the Customer makes any further use of such Goods after giving notice in accordance with clause 9.2;
(b) the defect arises because the Customer failed to follow the Supplier’s oral or written instructions as to the storage, commissioning, installation, use and maintenance of the Goods or (if there are none) good trade practice regarding the same;
(c) the defect arises as a result of the Supplier following any drawing, design or Specification supplied by the Customer;
(d) the Customer alters or repairs such Goods without the written consent of the Supplier;
(e) the defect arises as a result of fair wear and tear, wilful damage, negligence, or abnormal storage or working conditions; or
(f) the Goods differ from their description or Specification as a result of changes made to ensure they comply with applicable statutory or regulatory requirements.
9.4 Except as provided in this clause 9, the Supplier shall have no liability to the Customer in respect of the Goods’ failure to comply with the warranty set out in clause 9.1.
9.5 The terms implied by sections 13 to 15 of the Sale of Goods Act 1979 are, to the fullest extent permitted by law, excluded from the Contract.
9.6 These Conditions shall apply to any repaired or replacement Goods supplied by the Supplier.
10. Title and risk
10.1 The risk in the Goods shall pass to the Customer on completion of delivery and the Customer should therefore be insured accordingly.
10.2 Title to the Goods shall not pass to the Customer until the earlier of:
(a) the Supplier receives payment in full (in cash or cleared funds) for the Goods and any other goods that the Supplier has supplied to the Customer, in which case title to the Goods shall pass at the time of payment of all such sums; and
(b) the Customer resells the Goods, in which case title to the Goods shall pass to the Customer at the time specified in clause 10.4.
10.3 Until title to the Goods has passed to the Customer, the Customer shall:
(a) store the Goods separately from all other goods held by the Customer so that they remain readily identifiable as the Supplier’s property;
(b) not remove, deface or obscure any identifying mark or packaging on or relating to the Goods;
(c) maintain the Goods in satisfactory condition and keep them insured against all risks for their full price from the date of delivery;
(d) notify the Supplier immediately if it becomes subject to any of the events listed in clause 13.1(b) to clause 13.1(d); and
(e) give the Supplier such information relating to the Goods as the Supplier may require from time to time.
10.4 Subject to clause 10.5, the Customer may resell or use the Goods in the ordinary course of its business (but not otherwise) before the Supplier receives payment for the Goods. However, if the Customer resells the Goods before that time:
(a) it does so as principal and not as the Supplier’s agent; and
(b) title to the Goods shall pass from the Supplier to the Customer immediately before the time at which resale by the Customer occurs.
10.5 If before title to the Goods passes to the Customer the Customer becomes subject to any of the events listed in clause 13.1(b) to clause 13.1(d), then, without limiting any other right or remedy the Supplier may have:
(a) the Customer’s right to resell the Goods or use them in the ordinary course of its business ceases immediately; and
(b) the Supplier may at any time:
(i) require the Customer to deliver up all Goods in its possession that have not been resold, or irrevocably incorporated into another product; and
(ii) if the Customer fails to do so promptly, enter any premises of the Customer or of any third party where the Goods are stored in order to recover them.
11. Price and payment
11.1 The price of the Goods shall be the price set out in the Order
11.2 The Supplier may, by giving notice to the Customer at any time before delivery, increase the price of the Goods to reflect any increase in the cost of the Goods that is due to:
(a) any factor beyond the Supplier’s control (including foreign exchange fluctuations, increases in taxes and duties, and increases in labour, materials and other manufacturing costs);
(b) any request by the Customer to change the delivery date(s), quantities or types of Goods ordered, or the Specification; or
(c) any delay caused by any instructions of the Customer or failure of the Customer to give the Supplier adequate or accurate information or instructions.
11.3 The price of the Goods:
(a) excludes amounts in respect of value added tax (VAT), which the Customer shall additionally be liable to pay to the Supplier at the prevailing rate, subject to the receipt of a valid VAT invoice; and
(b) excludes the costs and charges of packaging, insurance and transport of the Goods, which shall be invoiced to the Customer.
11.4 The Supplier may invoice the Customer for the Goods on or at any time after the completion of delivery.
11.5 The Customer shall pay each invoice submitted by the Supplier:
(a) within 30 days of the date of the invoice or in accordance with any credit terms agreed by the Supplier and confirmed in writing to the Customer; and
(b) in full and in cleared funds to a bank account nominated in writing by the Supplier, and
time for payment shall be of the essence of the Contract.
11.6 If the Customer fails to make a payment due to the Supplier under the Contract by the due date, then, without limiting the Supplier’s remedies under clause 13 (Termination), the Customer shall pay interest on the overdue sum from the due date until payment of the overdue sum, whether before or after judgment. Interest under this clause 11.6 will accrue each day at 4% a year above the Bank of England’s base rate from time to time, but at 4% a year for any period when that base rate is below 0%.
11.7 All amounts due under the Contract shall be paid in full without any set-off, counterclaim, deduction or withholding (other than any deduction or withholding of tax as required by law).
12. Limitation of liability
12.1 The restrictions on liability in this clause 12 apply to every liability arising under or in connection with the Contract including liability in contract, tort (including negligence), misrepresentation, restitution or otherwise.
12.2 Nothing in the Contract limits any liability which cannot legally be limited, including liability for:
(a) death or personal injury caused by negligence;
(b) fraud or fraudulent misrepresentation;
(c) breach of the terms implied by section 12 of the Sale of Goods Act 1979; or
(d) defective products under the Consumer Protection Act 1987.
12.3 Subject to clause 12.2, the Supplier’s total liability to a Customer who is dealing with the Supplier in the course of its business shall be limited to the price quoted.
12.4 Subject to clause 12.2, the following types of loss are wholly excluded:
(a) loss of profits;
(b) loss of sales or business;
(c) loss of agreements or contracts;
(d) loss of anticipated savings;
(e) loss of use or corruption of software, data or information;
(f) loss of or damage to goodwill; and
(g) indirect or consequential loss.
12.5 The terms of the Contract do not and will not affect the statutory rights of the Customer as a consumer.
12.6 This clause 12 shall survive termination of the Contract.
13.1 Without limiting its other rights or remedies, the Supplier may terminate this Contract with immediate effect by giving written notice to the Customer if:
(a) the Customer commits a material breach of any term of the Contract and (if such a breach is remediable) fails to remedy that breach within seven days of being notified in writing to do so;
(b) the Customer takes any step or action in connection with its entering administration, provisional liquidation or any composition or arrangement with its creditors (other than in relation to a solvent restructuring), being wound up (whether voluntarily or by order of the court, unless for the purpose of a solvent restructuring), having a receiver appointed to any of its assets or ceasing to carry on business or, if the step or action is taken in another jurisdiction, in connection with any analogous procedure in the relevant jurisdiction;
(c) the Customer suspends, threatens to suspend, ceases or threatens to cease to carry on all or a substantial part of its business; or
(d) the Customer’s financial position deteriorates to such an extent that in the Supplier’s opinion the Customer’s capability to adequately fulfil its obligations under the Contract has been placed in jeopardy.
13.2 Without limiting its other rights or remedies, the Supplier may suspend provision of the Goods under the Contract or any other contract between the Customer and the Supplier if the Customer becomes subject to any of the events listed in clause 13.1(b) to clause 13.1(d), or the Supplier reasonably believes that the Customer is about to become subject to any of them, or if the Customer fails to pay any amount due under this Contract on the due date for payment.
13.3 Without limiting its other rights or remedies, the Supplier may terminate the Contract with immediate effect by giving written notice to the Customer if the Customer fails to pay any amount due under the Contract on the due date for payment.
13.4 On termination of the Contract for any reason the Customer shall immediately pay to the Supplier all of the Supplier’s outstanding unpaid invoices and interest and, in respect of Goods supplied but for which no invoice has been submitted, the Supplier shall submit an invoice, which shall be payable by the Customer immediately on receipt.
13.5 Termination or expiry of the Contract, however arising, shall not affect any of the parties’ rights and remedies that have accrued as at termination or expiry, including the right to claim damages in respect of any breach of the Contract which existed at or before the date of termination or expiry.
13.6 Any provision of the Contract that expressly or by implication is intended to come into or continue in force on or after termination or expiry of the Contract shall remain in full force and effect.
14. Force majeure
Neither party shall be in breach of the Contract nor liable for delay in performing, or failure to perform, any of its obligations under the Contract if such delay or failure result from a Force Majeure Event. In such circumstances the time for performance shall be extended by a period equivalent to the period during which performance of the obligation has been delayed or failed to be performed. If the period of delay or non-performance continues for four weeks, the party not affected may terminate this agreement by giving 14 days’ written notice to the affected party.
15.1 Assignment and other dealings.
(a) The Supplier may at any time assign, transfer, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with all or any of its rights or obligations under the Contract.
(b) The Customer may not assign, transfer, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with any or all of its rights or obligations under the Contract without the prior written consent of the Supplier.
15.2 Entire agreement.
(a) This Contract constitutes the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter.
(b) Each party agrees that it shall have no remedies in respect of any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in this agreement. Each party agrees that it shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in this agreement.
15.3 Variation. No variation of the Contract shall be effective unless it is in writing and signed by a duly authorised representative of the Supplier.
15.4 Waiver. No failure or delay by a party to exercise any right or remedy provided under the Contract or by law shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy.
15.5 Severance. If any provision or part-provision of the Contract is or becomes invalid, illegal or unenforceable, it shall be deemed deleted, but that shall not affect the validity and enforceability of the rest of this agreement. If any provision of the Contract is deemed deleted under this clause 15.5 the parties shall negotiate in good faith to agree a replacement provision that, to the greatest extent possible, achieves the intended commercial result of the original provision.
(a) Any notice or other communication given to a party under or in connection with the Contract shall be in writing and shall be:
(i) delivered by hand or by pre-paid first-class post or other next working day delivery service at its registered office (if a company) or its principal place of business (in any other case); or
(ii) sent by email to the address specified in the Order
(b) Any notice or communication shall be deemed to have been received:
(i) if delivered by hand, on signature of a delivery receipt or at the time the notice is left at the proper address; and
(ii) if sent by pre-paid first-class post or other next working day delivery service, at 9.00 am on the second Business Day after posting or at the time recorded by the delivery service; and
(iii) if sent by email, at the time of transmission, or, if this time falls outside business hours in the place of receipt, when business hours resume. In this clause 15.6(b)(iii), business hours means 9.00am to 5.00pm Monday to Friday on a day that is not a public holiday in the place of receipt.
(c) This clause does not apply to the service of any proceedings or other documents in any legal action or, where applicable, any arbitration or other method of dispute resolution.
15.7 Third party rights. Unless it expressly states otherwise, the Contract does not give rise to any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of the Contract.
15.8 Governing law. 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.
15.9 Jurisdiction. 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 this Contract or its subject matter or formation.