Application of These Terms of Service
1. These terms and conditions govern the purchase of the goods in our quotation (Goods). As the buyer (you or Customer), you purchase from On Top Packaging Ltd. On Top Packaging Ltd operates in England and Wales. It is a registered company under number 06271279. Its registered office is at 11 Beechings Way, Alford, Lincolnshire, LN13 9JE (we or us or Supplier). Learn more about us at About On Top Packaging.
When you accept them or the quotation, you agree to these terms of service. Alternatively, acceptance occurs on the date of Goods delivery, whichever happens earlier. Therefore, they form the entire agreement between us and you. They, along with the quotation (the Contract), apply to the purchase and sale of Goods, excluding any other terms you try to impose or incorporate, including those implied by trade, custom, practice, or dealing.
Interpretation of These Terms of Service
A “business day” means any day except Saturday, Sunday, or a bank holiday in England and Wales. The headings in these terms of service are for convenience only; thus, they do not affect their interpretation. Additionally, words in the singular include the plural and vice-versa.
3. Goods
Details of the Goods, as described above and in our sales documentation, may change without notice. They are not a contractual offer to sell the Goods that you can accept. The quotation, including any non-standard price, is valid for 10 days only from its date; however, we may withdraw it earlier. Either party can cancel the order before you accept or reject the quotation.
4. Price
The price (Price) of the Goods appears in our quotation at the date of your order, or we may agree on another price in writing. If the cost of the Goods to us increases due to factors beyond our control, such as material costs, labour costs, exchange rates, duties, or delivery rates, we can raise the Price before delivery.
We will inform you before any Price increase takes place. You may be entitled to discounts, which we offer at our discretion. The Price does not include fees for packaging or transportation/delivery; additionally, it excludes applicable VAT and other taxes or levies imposed by any authority.
5. Cancellation and alteration
Details of the Goods, as described above and in our sales documentation, may change without notice and are not a contractual offer to sell the Goods that you can accept. The quotation, including any non-standard price, is valid for 10 days only from its date; however, we may withdraw it earlier. Either party can cancel the order before you accept or reject the quotation.
6. Payment
We will invoice you for the Price on or after delivery of the Goods, or if the Goods are ready for collection, or if you wrongfully refuse delivery. You must pay the Price within 30 days of our invoice date or follow any credit terms we agree on.
Payment is required even if delivery has not occurred or the title in the Goods has not passed to you. Should you fail to pay within the period above, we will suspend further deliveries. We will also charge you interest at 5% per annum. This is above the Bank of England’s base rate on the outstanding amount until you pay in full.
Time for payment is essential to the Contract between us and you. All payments must be in British Pounds unless we agree otherwise in writing. Both parties must pay all amounts due in full; however, you cannot deduct or withhold payment except as required by law, and neither party can assert credit, set-off, or counterclaims to justify withholding payment.
7. Delivery
We will arrange delivery of the Goods to the address in the quotation or your order. Alternatively, we may agree on another location in writing. If you do not specify a delivery address, or if we both agree, you must collect the Goods. Collect them from our premises. Delivery, subject to any special service terms, can occur at any time of the day. You must accept it between 8 am and 8 pm.
If you do not take delivery, we may, at our discretion: store the Goods and charge you for all costs, including transportation, storage, and insurance; or arrange redelivery and charge you for those costs; or, after 10 business days, resell the Goods and charge you for any shortfall below their price.
If redelivery isn’t possible, you must collect the Goods from our premises, and we will notify you. We can charge you for related costs, such as storage and insurance. Delivery dates are approximate; therefore, the delivery time does not matter. We are not liable for delays caused by circumstances beyond our control or your failure to provide adequate delivery instructions.
We can deliver the Goods in instalments, which we will invoice and you will pay for separately. Each instalment is a separate contract; thus, delays or defects in one instalment do not allow you to cancel others.
8. Inspection and Acceptance of Goods Under These Terms of Service
You must inspect the Goods on delivery or collection as per these terms of service. If you find damages or shortages, inform us in writing within 7 days of delivery with details. We will only accept returned Goods if we agree they are defective, and we may need to inspect them first.
If you comply with this clause or we agree, you may return the Goods, and we will repair, replace, or refund them as appropriate. We hold no responsibility for the Goods if: you fail to provide notice as stated above; or you use the Goods after giving notice of damages or shortages. The defect occurs if you did not follow our instructions on storage, use, or maintenance.
Furthermore, we hold no responsibility if the defect results from normal wear and tear, misuse, alteration, negligence, willful damage, or actions by you, your employees, agents, or third parties. You bear the risk and cost of returning the Goods. You accept the Goods upon inspecting them, or within 7 days after delivery.
9. Risk and title
You assume the risk in the Goods when delivery concludes. Title to the Goods does not pass to you until we receive full payment in cash or cleared funds for the Goods and any other goods or services we supplied where payment is due.
Until title passes, you must hold the Goods as our bailee on a fiduciary basis, store them separately, and not remove, deface, or obscure any identifying marks or packaging. Additionally, you must keep the Goods in satisfactory condition and insure them against all risks for their full price from the delivery date.
As long as the Goods are not resold or irreversibly incorporated into another product, we can ask you to deliver them up. If you fail to do so promptly, we may enter your premises or a third party’s premises to recover them.
10. Termination
We can terminate the sale of Goods under the Contract if you commit a material breach of your obligations under these Terms and Conditions. Termination also applies if you become subject to a bankruptcy order. It also applies if we believe you might become subject to one or seek relief for insolvent debtors.
It applies as well if you enter a voluntary arrangement under Part 1 of the Insolvency Act 1986. Furthermore, it includes any scheme or arrangement with your creditors. We can also terminate if you convene a meeting of your creditors or enter voluntary or compulsory liquidation. This also applies if a receiver, manager, administrator, or administrative receiver is appointed over your assets or undertakings.
Termination may also occur if any documents are filed with the court for an administrator’s appointment. It also applies if you or your directors give notice of intent to appoint an administrator, or if a qualifying floating charge holder does so. Finally, it happens if a resolution or petition is presented to any court for winding up your affairs or granting an administration order, or if proceedings start related to your insolvency or possible insolvency.
11. Limitation of Liability in These Terms of Service
Our liability under the Contract, in breach of statutory duty, tort, misrepresentation, or otherwise, is limited to this section as per these terms of service. Subject to the clauses on Inspection and Acceptance and Risk and Title, we exclude all warranties. This includes conditions or terms implied by statute or common law. However, this does not apply to those implied by Section 12 of the Sale of Goods Act 1979.
If we do not deliver the Goods, our liability is limited to the costs you incur in obtaining replacement goods of similar description and quality in the cheapest market, less the price of the Goods. Our total liability will not exceed the total Price you must pay in any circumstances.
We are not liable, whether caused by our employees, agents, or otherwise, in connection with the Goods for any indirect, special, or consequential loss, damage, costs, or expenses. This includes any loss of profits, anticipated profits, business, data, or reputation. It also covers goodwill and business interruption. This includes third-party claims.
Additionally, we are not liable for any failure to perform our obligations if the delay or failure is due to causes beyond our control. We are also not responsible for losses caused by your failure or breach of obligations. This includes any loss related to the choice of the Goods or their use by you. These exclusions do not limit our liability for death or personal injury caused by our negligence, fraud, or matters where limiting liability would be illegal. Stay updated on any changes to our policies at Packaging News Updates.
12. Communications
All notices under these Terms and Conditions must be in writing and signed by, or on behalf of, the party giving notice or a duly authorised officer of that party. Notices are deemed duly given when delivered by courier or other messenger, including registered mail, during the recipient’s normal business hours, or when sent by fax or email with a successful transmission report or return receipt.
Alternatively, notices are deemed given on the fifth business day after mailing by national ordinary mail, or on the tenth business day after mailing by airmail. All notices must be addressed to the most recent address, email address, or fax number notified to the other party.
13. Data Protection Under These Terms of Service
When providing the Goods, the Seller may access, transfer, store, or process personal data. This involves the Buyer’s employees. The parties agree that the Buyer is the ‘data controller’ and the Seller is the ‘data processor,’ as defined in the General Data Protection Regulation (GDPR), which may be amended or re-enacted over time.
For clarity, “Personal Data,” “Processing,” “Data Controller,” “Data Processor,” and “Data Subject” have the same meaning as in the GDPR. The Seller will only process Personal Data as needed to provide the Goods, as mentioned in these terms and conditions or as agreed with the Buyer, and will not retain it longer than necessary or process it for its own or third-party purposes. For more details, see our Packaging FAQs.
The Seller will not disclose Personal Data to third parties, except to employees, directors, agents, subcontractors, or advisors on a “need-to-know” basis, and only under the same or stricter conditions as set out here, or as required by law. The Seller will implement and maintain security measures to protect Personal Data processed on behalf of the Buyer.
For example, more details about the Seller’s data protection approach are in its Privacy Policy at On Top Packaging. For any enquiries or complaints about data privacy, contact the Managing Director at [email protected] or visit our Contact Us page.
14. Circumstances beyond the control of either party
Neither party is liable for any failure or delay in performing their obligations if the cause is beyond their reasonable control. For instance, this includes industrial action, civil unrest, fire, flood, storms, earthquakes, acts of terrorism, acts of war, governmental action, or other events beyond their control.
15. No Waiver
If we waive any breach of these Terms and Conditions by you, it does not waive any subsequent breach of the same or other provisions.
16. Severance
If any of these Terms and Conditions are found to be unlawful, invalid, or unenforceable, those provisions are severed; however, the remaining Terms and Conditions will remain valid and enforceable.
17. Law and jurisdiction
This Agreement is governed by the law of England and Wales. All disputes arising under the Agreement, including non-contractual disputes or claims, are subject to the exclusive jurisdiction of the English and Welsh courts.