Terms & Conditions
Agreement and Definitions
Our agreement with you is made up of the terms and conditions below. In these conditions “we”, “our” and “us” means Network Display Solutions Ltd. “You” and “your” means you, the customer and your business.
Words with special meanings or references:
“Goods” refers to the packaging materials and/or machinery being supplied to the customer by Network Display Solutions Ltd.
“Contract” refers to agreement made between Network Packaging and the customer when the customer places an order and Network Display Solutions Ltd agree to supply the goods.
“In writing” must be by post, email or fax, unless otherwise stated in the below Terms and Conditions of Trading.
“Working day” refers to any day which is not a Saturday, Sunday or an English public or bank holiday.
1.1 All prices quoted exclude VAT (unless otherwise stated). VAT will be charged at the current rate of VAT that applies at the time of delivery.
1.2 Our quotations lapse after 30 days (unless otherwise stated).
1.3 All prices quoted exclude delivery unless otherwise stated, delivery charges will be applied based on the size, weight and dimensions of your order.
1.4 Unless otherwise stated, the prices quoted are an illustrated estimate only and the prices charged will be our prices current at the time of delivery.
1.5 Rates of tax and duties on the goods will be those current/applying at the time of delivery.
1.6 At any time before delivery we may adjust the price of the goods to reflect any increase in our costs of supplying the goods. This may include additional costs due to alterations you have requested or alterations that are necessary because we received inadequate or late instructions from you.
1.7 Where palletised deliveries are requested or necessary, pallets may be charged in addition to the cost of goods and delivery. The cost of pallets subsequently returned to us (at your expense), in good condition, will be credited to your account at the price originally charged.
2.1 All delivery times quoted are estimates only.
2.2 If we fail to deliver within a reasonable time, you may (by informing us in writing) cancel the contract, however:
2.2.1 you may not cancel the contract if we receive your notice after the goods have been dispatched;
2.2.2 if you cancel the contract, you have no further claim against us under the contract.
2.3 If you accept delivery of the goods after the estimated delivery time, it will be on the basis that you have no claim against us for delay (including indirect or consequential loss, or increase in the price of the goods).
2.4 We may deliver the goods in instalments. Each instalment is treated as a separate contract. Where goods will be delivered in instalments, this will be agreed with you.
2.5 You may not reject the goods or make any claim:
2.5.1 if we deliver up to 10% more or less than the quantity ordered (in this case we will charge you for the actual quantity delivered at the contract rate);
2.5.2 if in respect of dimensions or gauge the goods are within the tolerances laid down by the Packaging and Industrial Films Association;
2.5.3 if in respect of ink colours and film properties the goods are of the same general shade and density of colour, general clarity, haze and slip you ordered.
3 Delivery and safety
3.1 We may decline to deliver if:
3.1.1 we believe that it would be unsafe, unlawful or unreasonably difficult to do so; and/or
3.1.2 your premises (or the access to them) are unsuitable for our vehicle.
3.2 If delivery does not take place, either on the contract date or not at all, because you are at fault or for reasons beyond our control, we may store and insure the goods and try to deliver them as soon as possible. If we have not been able to effect delivery after fourteen days, we have the right to treat the contract as discharged and sell the goods. We may recover our storage and insurance costs, either directly from you or from any proceeds of sale or charge you if there is a shortfall between the value of your order and any proceeds of sale.
4 Payment Terms
4.1 You are to pay us in cash, credit / debit card, or otherwise in cleared funds on delivery, unless you have an approved credit account.
4.2 If you have an approved credit account payment is due no later than the end of the month after the month of our invoice unless otherwise agreed in writing.
4.3 If you fail to pay us in full on the due date:
4.3.1 we may suspend or cancel future deliveries.
4.3.2 we may cancel any discount offered to you;
4.3.3 you must pay us interest at the rate equivalent to that set for the purposes of s6 of the Late Payment of Commercial Debts (interest) Act 1998: a. calculated (on a daily basis) from the date of our invoice until payment; b. compounded on the first day of each calendar month; and c. before and after any judgment (unless the court orders otherwise).
4.4 If you have an approved credit account, we may withdraw it or reduce your credit limit or bring forward your due date for payment. We may do any of this at any time without notice.
4.5 You do not have the right to set off any money you may claim from us against anything you may owe us.
4.6 While you may owe money to us, we have a right to keep any goods we may hold of yours until you have paid us in full (a lien).
4.7 You are to indemnify us in full and hold us harmless from all expenses and liabilities we may incur (directly or indirectly including financial costs and including legal costs on a full indemnity basis) following any breach by you of any of your obligations under these terms.
5.1 Until you pay all debts you may owe us:
5.1.1 all goods (including any material produced in origination work) supplied by us remain our property;
5.1.2 you must store them so that they are clearly identifiable as our property;
5.1.3 you must insure them (against the risks for which a prudent owner would insure them) and hold the policy on trust for us;
5.1.4 you may use those goods and sell them in the ordinary course of your business, but not if: a. we revoke that right (by informing you in writing); or b. you become insolvent.
5.2 You must inform us (in writing) immediately if you become insolvent.
5.3 If your right to use and sell the goods ends you must allow us to remove the goods.
5.4 We have our permission to enter any premises where the goods may be stored:
5.4.1 at any time, to inspect the goods; and
5.4.2 after your right to use and sell the goods has ended, to remove them, using reasonable force if necessary.
5.5 Despite our retention of title to the goods, we have the right to take legal proceedings to recover the price of goods supplied should you not pay us by the due date.
5.6 You are not our agent. You have no authority to make any contract on our behalf or in our name.
6.1 The goods are at your risk from the time of delivery.
6.2 Delivery takes place either:
6.2.1 at our premises (if you are collecting them or arranging carriage); or
6.2.2 at your premises (if we are arranging carriage).
6.3 You must inspect the goods on delivery. If any goods are damaged (or part delivered), you must write to tell us within five working days of delivery. You must give us (and any carrier) a fair chance to inspect the damaged goods.
6.4 You must notify us in writing within five working days of receipt of our invoice or our despatch note (whichever is earlier) if there is a complete failure of delivery.
7.1 We warrant that the goods:
7.1.1 comply with their description on our order acknowledgement form; and
7.1.2 are free from material defect at the time of delivery (as long as you comply with clause 6.3).
7.2 We give no other warranty (and exclude any warranty, term or condition that would otherwise be implied) as to the quality of the goods or their fitness for any purpose except where otherwise stated by us in writing.
7.3 If you believe that we have delivered goods which, though undamaged, are defective inmaterials or workmanship, you must:
7.3.1 inform us (in writing), with full details, within fourteen working days of receipt of the goods; and
7.3.2 allow us to investigate (we may need access to your premises and the goods).
7.4 If the goods are found to be defective in material or workmanship (following our investigations, and you have complied with these conditions (in clauses 6.3 and 7.3) in full, we will (at our option) replace the goods or refund the cost of goods (excluding delivery).
7.5 We are not liable for any other loss or damage (including indirect or consequential loss, financial loss, loss of profits or loss of use) arising from the contract or the supply of goods or their use, even if we are the negligent.
7.6 Our total liability to you (from one single cause) for damage to property caused by our negligence is limited to one million pounds.
7.7 For all other liabilities not referred to elsewhere in these terms our liability is limited indamages to the price of the goods.
7.8 Nothing in these terms restricts or limits our liability for death or personal injury resulting fromnegligence.
8 Specifications and designs
8.1 If we supply the goods in accordance with your specifications or instructions:
8.1.1 you must ensure that the specifications or instructions are accurate (if goods are printed or bespoke, you must complete any sample approval form we provide);
8.1.2 you must ensure that goods supplied in accordance with those specifications or instructions will be fit for the purpose for which you intend to use them; and
8.1.3 you warrant that the specifications or instructions will not result in the infringement of any rights belonging to a third party and that you will indemnify us in respect of all loss,damage, costs or expenses (including legal fees on a full indemnity basis) which we may incur in connection with any such claim or threatened claim by a third party.
8.2 By supplying goods to you we do not waive any intellectual property rights (including any design rights) that we may have in respect of them.
8.3 You must accept any changes in the specification and designs of the goods that are necessary to ensure they conform to any applicable safety or other statutory requirements.
8.4 We reserve the right to make without notice any minor modifications in the specifications designs or materials as we think necessary or desirable.
8.5 You are responsible for determining the suitability of anti-static goods for your purposes and you assume all risk and liability, direct or consequential, arising out the use of any anti-static goods.
8.6 If the goods are intended for use in connection with any food, drug or substances of a volatile nature:
8.6.1 you must satisfy yourself that the food, drug or any other substance is not or is not likely to be affected by any material used in the manufacture of or printing of thegoods;
8.6.2 we are not liable if such food, drug or other substance has been adversely affected;and
8.6.3 you will indemnify us and keep us indemnified from and against all third party claims that any food, drug or other substance has been adversely affected and caused third party loss, damage or expense.
8.7 We are not liable for errors in any proofs approved by you if you do not advise us of the errors in good time before we begin processing your order.
8.8 Unless otherwise agreed in writing we are not responsible for checking the accuracy of information that you supply to us in electronic form.
9 Return of goods
9.1 We will accept the return of goods from you only;
9.1.1 by prior arrangement (confirmed in writing);
9.1.2 on payment of an agreed handling charge (unless the goods were defective when delivered); and
9.1.3 where the goods are as fit for sale on their return as they were on delivery.
10.1 If the order is cancelled (for any reason) you are then to pay us for all stock (finished or unfinished) that we may then hold (or to which are committed) for the order.
10.2 We may suspend or cancel the order, by written notice if:
10.2.1 you fail to pay us any money when due (under the order or otherwise, as per payment terms laid out it conditions 4.1 and 4.2);
10.2.2 you become insolvent;
10.2.3 you fail to honour your obligations under these terms.
10.3 You may not cancel the order unless we agree in writing (and clauses 2.2.2 and 10.1 then apply).
11 Waiver and variations
11.1 Any waiver or variation of these terms is binding in honour only unless:
11.1.1 made (or recorded) in writing;
11.1.2 signed on behalf of each party; and
11.1.3 expressly stating an intention to vary these terms.
11.2 All orders that you place with us are placed under these terms (or any terms that we may issue to replace them). By placing an order with us, you are expressly waiving any printed terms you may have to the extent that they are inconsistent with our terms.
12 Force majeure
12.1 If we are unable to perform our obligations to you (or able to perform them only at unreasonable cost) because of circumstances beyond our control, we may cancel or suspend any of our obligations to you; without liability.
12.2 Examples of those circumstances include acts of God (i.e. natural disasters beyond human control), accident, explosion, fire, transport delays, strikes and other industrial disputes and difficulty in obtaining supplies.
13.1 English law is applicable to any contract made under these terms. The English and Welsh courts have nonexclusive jurisdiction.
13.2 If you are more than one person, each of you has joint and several obligations under these terms.
13.3 If any of these terms are unenforceable as drafted:
13.3.1 it will not affect the enforceability of any other of these terms; and
13.3.2 if it would be enforceable if amended, it will be treated as so amended.
13.4 We may treat you as insolvent if:
13.4.1 you are unable to pay your debts as they all fall due; or
13.4.2 you (or any other item of your property) become the subject of: a. any formal insolvency procedure (examples of which include receivership, liquidation, administration, voluntary arrangements (including a moratorium or bankruptcy); b. any application or proposal for any formal insolvency procedure; or c. any application, procedure or proposal overseas with similar effect or purpose.
13.5 All brochures, catalogues and other promotional materials are to be treated as illustrative only. Their contents form no part of any contract between us and you should not rely on them in entering into any contract with us.
13.6 Any notice by either of us which is to be served under these terms may be served by leaving it at or by delivering it to (by first class post or by fax) the other’s registered office or principal place of business. All such notices must be signed.
13.7 No contract will create any right enforceable (by virtue of the Contracts (Rights of Third Parties) Act 1999) by any person not identified as the buyer or seller.
13.8 The only statements upon which you may rely in making the contract with us, are those made in writing by someone who is our authorised representative and either;
13.8.1 contained in our estimate (or any covering letter) and not withdrawn before the contract is made; or
13.8.2 which expressly state that you may rely on them when entering into the contract.
13.9 Nothing in these terms affects or limits our liability for fraudulent misrepresentation.