The following Standard Conditions of Sale varied from time to time by the Company will govern this transaction and all contracts between the parties except as otherwise specifically agreed in writing by the buyer and the Company1. PAYMENT TERMS
(i) for approved credit account holders: Net monthly account requiring settlement in full for goods invoiced up to and including the last day of a calendar month to reach the Company no later than the last day of the following calendar month the Company reserves the right to charge interest at commercial rates on amounts outstanding after the due settlement date
(ii) for non credit account holders: Cash on delivery or cash with order only2. PRICES AND QUOTATIONS
Quotations are for information only and are binding on the Company only if and to the extent that they are incorporated in an order to the Company which has been accepted in writing all prices quoted are exclusive of Provincial and Federal Taxes. The Company reserves the right to alter or amend prices up to the time goods are dispatched. All CAD orders will have applicable taxes added. The Company is not liable for any local duties or taxes related to importation or delivery of goods either to or by the Buyer.3. CONTRACTS
When a “Call Off” contract order is placed with the company without giving any specific delivery dates the buyer understands that the whole quantity ordered may have been manufactured it is expressly agreed that in this event the total quantity contracted for will be accepted for delivery within one year of the order being placed with the Company
The Company shall have the option to rescind any contract or order between the Company and the buyer and/or to suspend delivery of goods in any of the following events:-
(i) should any sum owed by the Buyer to the Company be overdue for payment
(ii) should the Buyer be in breach of any term of the same or any other contract with the Company
(iii) should the Buyer enter into any composition or arrangement with or for the benefit of his creditors have a receiving order in bankruptcy made against him or go into liquidation or receivership either voluntary or compulsory4. OWNERSHIP
The Company and the Buyer expressly agree that until the Company has been paid in full for the goods comprised in this or any other sale contract between them
(i) the goods remain the sole and absolute property of the Company and the Company may recover the goods at any time from the Buyer if the amount outstanding to the Company remains unpaid after the due date for payment has passed for that purpose the Company its servants and agents may enter upon any land or building upon which the goods are situated
(ii) the Buyer has the right in the course of his business to dispose of the goods which are the property of the Company on condition that the Buyer shall hold the proceeds of such disposal on trust for and on demand pay to the Company any monies due or owing to the Company
(iii) All cylinders, tools, moulds and other equipment made, prepared or obtained by the Company shall be and remain the property of the Company whether or not a charge is made to the Buyer in respect thereof and the Company shall have the exclusive rights to any patents, registered designs, trade marks, copyright or other intellectual property rights retained therein.5. CLAIMS
(i) claims in respect of any alleged defect in the quality of the goods delivered must be made in writing within 14 days after delivery or if related to the transport of the goods within such time as will enable the Company to comply with the time limit and procedure of any carriers by whom the goods were transported
(ii) the return of goods shall not be made without prior agreement between the buyer and the Company. There is a handling charge of 20% of the invoice value on any good returned other than through where agreed in advance or through faulty manufacture or transit damage.(iii) if the buyer shall make any complaint within the time stipulated the Company shall after reasonable time for investigation and examination of the goods in dispute shall be entitled at its option:- (a) to replace any defective goods or (b) to accept the return of defective goods and to credit the Buyer with the sale price thereof or (c) to make the Buyer an allowance representing the difference between the value of goods defective at the time of complaint and the value they would have had if they had not been defective providing the Buyer pays the balance not in dispute according to normal terms
(iv) any complaint of short delivery or of damage to goods in transit must be notified within 24 hours of receipt of goods and confirmed in writing at that time by the Buyer to the Company6. CANCELLATION OR ALTERATION OF ORDERS
Where the Company agrees to supply goods it may refuse a request for cancellation suspension or alteration to the order if materials or components have been ordered from a third party or manufacture of the goods has commenced. No order which has been accepted by Pouch Makers may be cancelled by the Buyer except with the agreement in writing of the Company and on terms that the Buyer shall indemnify Pouch Makers in full against all loss (including loss of profit), costs (including the cost of labour and materials used), damages, charges and expenses incurred by Pouch Makers as a result of the cancellation7. DELIVERY AND QUANTITIES
(i) Once an order is confirmed, the Buyer shall be bound to accept the goods when they are ready for delivery by the Company, irrespective if a lead time indication has been provided.
(ii) where the Company agrees to deliver goods to a place chosen by the Buyer the buyer shall provide for the unloading of the goods or reimburse the Company the cost of such unloading
(iii) if the buyer fails to take delivery at the time required by the Contract the Company shall be entitled to:-
(a) invoice the goods forthwith and
(b) to charge at rates giving an economic return for the handling storage and insurance of the goods from the date of invoice to the date when the buyer takes delivery or the Company at its option disposes of the goods
(iv) where goods are manufactured to the buyers specification it is understood that the quantity delivered may vary against the order quantity by up to + or – 10% such extra quantity being invoiced and payable or if deficiency then credited and or refundable as may be appropriate
(v) The Company accepts no liability for delivery when the Buyer requests deliveries to be made by specific or nominated agents.
8. MATERIALS, PRODUCTION AND FINISHED GOODS
(i) the Company shall not be bound by any oral warranty or representation given or made on its behalf unless confirmed in writing nor by any implied term condition or warranty whether arising by implication or law or to be implied from circumstances save and except a warranty that goods sold shall correspond with the contractual description
(ii) where orders are placed by the buyer in reliance upon samples provided by the Company the Company shall endeavour to ensure that the goods comply with the quality and dimensions of the sample but no responsibility can be accepted for discrepancies between the sample and the goods delivered
(iii) stock sizes and weights of goods are approximate only and may not correspond with their contractual description provided that any such differences do not make the goods unsuitable for the buyer’s purposes
(iv) where goods are made to a buyers own specification, whilst every effort is made to supply an exact size, thickness, colour, function, grade, material or quality, it must be noted that due to the commercial manufacturing process and the nature of materials used, there is always the possibility of production variances occurring which are subject to certain trade tolerances. Details of such tolerances will be supplied on request, where applicable the codes of practice as recommended by the Packaging Distributors Association will apply the buyer must satisfy himself or herself that such tolerances are acceptable
(v) no guarantee is given that the goods are fit for the Buyer’s purpose and the Buyer must satisfy himself of their fitness for any purpose for which they are intended to be used
(vi) where the buyer requires the Company to carry out design or printing work in respect of goods ordered colours need only be a commercial match and the buyer is responsible for any errors in proofs which he has signed the buyer will indemnify the Company in respect of any expense or liability arising out of any breach of copyright trade mark etc
(vii) Unless otherwise stipulated, for any customized jobs, the buyer must conform to the requirements outlined in the Pouch Makers Artwork Guide (Available upon request) which supersede any other general codes of practice or Industry tolerances.
(viii) During commercial production there are a number of variances that can occur which can impact size, colour, function and grade of the packaging.
9. LIMITATION OF LIABILITY
(i) the Company shall not be liable for failing to perform this or any other contract whether wholly or in part if the failure is caused either wholly or partly by any circumstance or circumstances outside the Company’s control in any event it is expressly agreed that the Company will not be liable for any consequential loss caused to the customer as a result of an order being carried out unsatisfactorily whatever the reason for this shortcoming may be
(ii) no forbearance or indulgence by the Company shown or granted to the buyer whether in respect of these conditions or otherwise shall in any way affect or prejudice the rights of the Company against the Buyer or be regarded as a waiver of any of these conditions
(iii) time shall not be of the essence of this or any other contract with the Company
(iv) The Compnay shall not be liable for Recommendations and advice regarding the usage and treatments of its products . In particular the Company cannot guarantee that the goods supplied are suitable for the applications intended by the Buyer. The Company accepts no liability for any packed items. It is the responsibility of the Buyer to ensure any packaging meets any legal requirements required for their specific products. The limit of any claim against the company shall be the invoiced amount and no claim for consequential loss will be recoverable against the company.
(v) Liability of any claim will be set at the maximum amount of the purchase price of the goods of the customer.
(vi) Any claim submitted in excess of the purchase price will not be valid.
10. TRADE CUSTOMS
Packaging Trade Customs for the time being in force obtainable from the Packaging Distributors Association shall apply except where inconsistent with these conditions or the express terms of any contract between the Company and the Buyer
11. PATENTS AND TRADE MARKS
No representation, warranty or indemnity is given by the Company that the Goods do not infringe any letters patent, trade marks, registered designs or other industrial property rights. If the goods are to be manufactured or designed by Pouch Makers in accordance with a specification submitted by the Buyer, the Buyer shall indemnify Pouch Makers against all damages, costs and expenses awarded against or incurred by the Company in connection with or paid or agreed to be paid by the Company in settlement of any claim for infringement of any patent, copyright, design, trade mark or other industrial or intellectual property rights of any other person which results from the Company’s use of the Buyers specification.
12. EXPORT TERMS
In these conditions ‘incoterms’ means the international rules for the interpretation of trade terms of the International Chamber of Commerce as in force at the date when the defined of given particular meaning by the provisions of Incoterms shall have the same meaning in these conditions, but if there is any conflict between the provisions of Incoterms and these conditions, the latter shall prevail. The Buyer shall be responsible for complying with any legislation or regulations governing the importation of the Goods into the country of destination and for the payment of any duties on them.
13 . FORCE MAJEUR
The Company shall have no liability to the Buyer for any failure or delay in supply or delivery or for any damage or defect to the goods supplied or delivered caused by any event or circumstance beyond the Company’s reasonable control.
14 . WEBSITE
Visitors to any Pouch Makers related websites are required to accept the following terms and conditions in return for the information given to them on this website.
We use our reasonable efforts to include accurate and up to date information on all pages of our website. Information is for guidance only and is not intended to form any part of a contract and can be subject to change without notice. We shall not be liable for any direct, indirect, incidental, consequential or cumulative losses or damages arising out of the use or inability to use these pages, any errors, misrepresentations or omissions on the material contained on them. The information on the pages of our website has been prepared with reasonable care and is believed by us to be legal, honest, decent and truthful as of the date of its preparation. Any material downloaded or otherwise accessed through the use of the web pages on our websites is obtained entirely at the Buyers own risk and that the Buyer is entirely responsible for any resulting damage to software or computer systems and/or any resulting loss of data even if we have been advised of the possibility of any such damage. We do not accept any liability in connection with any third party websites which may be linked or accessible through our own website and we do not endorse or approve the contents of any such site. Except where expressly stated to the contrary the text and graphics in the information contained in this website is the copyright of Swiss Pack. Any temporary or Permanent copying or storage of whole or part of this website or the information contained in it or reproduction or incorporation of any part of it in any other work or publication whether on paper or electronic media or any other form is expressly prohibited.
The entire contents of any Company websites remain the property of Pouch Makers and is copyright with all rights reserved.
15. GOVERNING LAW
The interpretation and terms of these conditions will be governed by the Laws of Canada.