COMPUTER IMPRINTABLE LABEL SYSTEMS LIMITED

TERMS AND CONDITIONS RELATING TO THE SUPPLY OF GOODS

Background

The Terms shall apply to the supply of Goods made by Computer Imprintable Label Systems Limited (also known as CILS International) (company number 02186403) whose registered address is Cornelius House, 178-180 Church Road, Hove, East Sussex, BN3 2DJ (“Supplier”) to any Customer for the Goods (“Customer”) and every agreement or other undertaking by the Supplier is expressly conditioned on the Customer’s assent to these Terms upon payment for the Goods supplied by the Supplier.

The Supplier’s trading address is at 2 Southdownview Way, Broadwater Business Park, Worthing, West Sussex, BN14 8NL.

1. Interpretation

1.1 Definitions

• Business Day: means a day, other than a Saturday, Sunday or public holiday in England, when banks in London are open for business.
• Contract: the contract between the Supplier and the Customer for the sale and purchase of the Goods in accordance with these Terms comprising these Terms, any Specification and Order Confirmation and shall be formed upon an Order Confirmation.
• Delivery Date: shall mean the date specified for delivery of an Order in accordance with clause 1 and as set out in the Order Confirmation.
• Delivery Location: shall mean the address for delivery of the Goods, as set out in the Order Confirmation.
• Force Majeure Event: means events, circumstances or causes beyond a party’s reasonable control.
• Goods: shall mean the goods (or any part of them), as set out in the Order Confirmation (as defined in clause 3.2).
• Intellectual Property Rights: patents, utility models, rights to inventions, copyright and related rights, trade marks and service marks, trade names and domain names, rights in get-up, goodwill and the right to sue for passing off or unfair competition, rights in designs, rights in computer Product, database rights, rights to preserve the confidentiality of information (including know-how and trade secrets) and any other intellectual property rights, including all applications for (and rights to apply for and be granted), renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist, now or in the future, in any part of the world.
• Order: means an order for the Goods submitted by the Customer in accordance with clause 1.
• Order Confirmation: a formal written notice which sets out all relevant details of the Order to the Customer and shall be issued once payment for a Quote by a Customer (otherwise known as the offer) has been accepted by the Supplier.
• Price: shall mean the price for the Goods, as set out in the Quote and then the Order Confirmation.
• Quote: means the formal written quote provided by the Supplier to the prospective Customer for the Goods incorporating the Specification.
• Sample: means a sample of the Goods made in accordance with the Specification for the purpose of review, testing and acceptance by the Customer ahead of producing the Goods in an Order.
• Specification: the specification for the Goods, including any Samples, comprising the details of the materials, adhesive, label size, number of items ordered as well as any other relevant requirements of the Customer in respect of the Goods as set out in the Quote.
• Terms: these terms and conditions.
• VAT: means value added tax chargeable in the UK or elsewhere.

1.2 Interpretation

(a) a reference to a statute or statutory provision is a reference to such statute or provision as amended or re-enacted from time to time. A reference to a statute or statutory provision shall include all subordinate legislation made from time to time under that statute or statutory provision.

(b) any phrase introduced by 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.

(c) a reference to writing or written includes emails.

(d) A Quote sent to the Customer does not constitute an offer and in no circumstances shall any Contract arise unless and until an Order Confirmation is issued to the Customer.

2. Commencement

2.1 These Terms are deemed effective from the date of issue to the Customer and supersede all previous terms of business issued by the Supplier.

2.2 If there are any conflicts between these Terms and an Order Confirmation, the terms of the Order Confirmation shall take precedence.

3. Order Process

3.1 The Customer shall wherever possible, submit all Orders via email. When placing an Order, the Customer shall give the Supplier all necessary information that the Supplier reasonably requires in order to complete a Specification and / or fulfil the Order.

3.2 The Specification shall be agreed between the Customer and the Supplier in writing prior to any manufacturing commencing. The Supplier shall be under no obligation to commence any manufacturing without the Customers written agreement to the Specification.

3.3 Samples shall only be provided to the Customer in very limited circumstances and shall be wholly and entirely at the option of the Supplier where the Supplier deems it necessary.

3.4 Where a Sample is provided, no deemed acceptance of a Sample shall occur and the Supplier is under no obligation to manufacture the labels until an Order is made by the Customer in writing which confirms that the Sample meets its requirements.

3.5 Manufacturing shall only begin:

(a) in respect of Orders placed by a first time Customer or in respect of any existing Customers where there is a new or amended Specification, once that Specification has been agreed; or

(b) in respect of Customers placing a repeat order, only where there are no changes to the Specification, and the supplier shall provide an estimated Delivery Date for the Order as soon as practicable.

3.6 By placing an Order, the Customer is confirming and agreeing that the Specification is correct and where a Sample has been provided, that Sample was fit for purpose.

3.7 Any Quote given by the Supplier to the Customer is valid for 30 days from the date it was issued and the Customer must place an Order within this time. If an Order is not made within this time period then the Quote will lapse and the Customer cannot place any Order on reliance of this Quote, unless with the expressed written consent of the Supplier.

3.8 The Supplier may accept or decline Orders at its absolute discretion at all times by accepting or declining payment by the Customer. The Supplier may, at its absolute discretion, accept an amendment to an Order by the Customer.

3.9 The Supplier shall assign an order number to each Order it accepts and notify the details of the Order and the order number to the Customer in the Order Confirmation. Each party shall use the relevant order number in all subsequent correspondence relating to the Order.

3.10 The Customer is responsible for ensuring that any information it provides on an Order, for the Specifications and that the Goods specified in an Order Confirmation are complete and accurate. The Customer shall notify the Supplier immediately of any errors in an Order, Specification or Order Confirmation.

3.11 The Customer may not amend the Specification for the Goods once an Order Confirmation has been issued, except with the written consent of the Supplier. Otherwise, the Customer will have to make a new and separate Order with the Supplier.

3.12 The Order may only be terminated with the written consent or confirmation of the Supplier. Where an Order has been prepared to the Specification or where the Customer has breached clause 6.3, the Supplier reserves the right to charge 30% of the Price of the terminated Order and any Goods provided to the Customer must be returned to the Supplier in the same condition as they were delivered.

4. The Goods

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 costs (calculated on a full indemnity basis) 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 1 shall survive termination of the Contract.

4.2 The Supplier reserves the right to amend the Specification if required by any applicable statutory or regulatory requirements.

5. Delivery

5.1 The Supplier shall ensure that each delivery of Goods is accompanied by a delivery note that shows the order number, the type and quantity of Goods (including the code number of the Goods, where applicable), special storage instructions (if any) and, if the relevant Order is being delivered by instalments, the outstanding balance of Goods remaining to be delivered.

5.2 The Supplier shall endeavour to deliver Goods to the Delivery Location on the relevant Delivery Date.

5.3 Delivery is completed on the completion of unloading the Goods at the Delivery Location.

5.4 Delivery Dates 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 any Goods that is caused by:

(a) a Force Majeure Event; or

(b) 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.

5.5 If the Supplier fails to deliver Goods by the relevant Delivery Date, its liability shall be limited to the costs and expenses incurred by the Customer for delivery costs. The Supplier shall have no liability for any failure to deliver Goods to the extent that such failure is caused by:

(a) a Force Majeure Event; or

(b) 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.

5.6 If 10 Business Days after the day on which the Supplier attempted to make delivery of Goods the Customer has not taken delivery of those Goods, the Supplier may dispose of part or all of the Goods and, after deducting reasonable costs for disposal, charge the Customer for the Price of the Goods.

5.7 The Supplier may deliver Orders by instalments, which shall be invoiced and paid for separately. The Customer may not cancel an instalment because of any delay in delivery or defect in another instalment.

6. Quality and fitness for purpose

6.1 The Supplier warrants that, for a period of 6 months from the Delivery Date (“Warranty Period”), the Goods shall:

(a) conform in all material respects with the Specification; and

(b) be free from material defects in design, material and workmanship.

6.2 Subject to clause 3, if:

(a) the Customer gives notice in writing to the Supplier during the Warranty Period, within 5 Business Days of discovery that some or all of the Goods do not comply with the warranties set out in clause 6.1;

(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 Customer’s cost, the Supplier shall, at its option, replace any Goods that are found to be defective, or refund the price of such defective Goods in full.

6.3 The Supplier shall not be liable for Goods’ failure to comply with the warranties set out in clause 1 if:

(a) the Customer makes any further use of such Goods after giving notice of defects in accordance with clause 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 Specification supplied by the Customer;

(d) the Customer alters or repairs such Goods without the written consent of the Supplier;

(e) the Customer uses the Goods for any reason other than its intended use, as per any requirements in the Specification;

(f) the defect arises as a result of fair wear and tear, wilful damage, negligence, or abnormal storage or working conditions;

(g) the Goods differ from the Specification as a result of changes made to ensure they comply with applicable statutory or regulatory requirements; or

(h) the defect arises in a situation as described in clause 10.1.

6.4 The Supplier’s only liability to the Customer if the Goods fail to comply with the warranties set out in clause 1 is as set out in this clause 6.

6.5 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.

6.6 The terms of the Contract shall apply to any repaired or replacement Goods supplied by the Supplier.

7. Title and risk

7.1 Risk in Goods shall pass to the Customer on completion of unloading the Goods at the Delivery Location.

7.2 Title to Goods shall only pass to the Customer once the Supplier receives payment in full (in cash or cleared funds) for them.

7.3 If the risk in Goods shall for whatever reason pass to the Customer before the title in Goods, then 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; and

(d) give the Supplier such information as the Supplier may reasonably require from time to time relating to:

(i) the Goods; and

(ii) the ongoing financial position of the Customer.

7.4 The Supplier may recover Goods in which title has not passed to the Customer. The Customer irrevocably licenses the Supplier, its officers, employees and agents, to enter any premises of the Customer (including with vehicles), in order to satisfy itself that the Customer is complying with the obligations in clause 3, and to recover any Goods in which property has not passed to the Customer.

7.5 The Supplier may at any time after delivery elect to transfer title in the Goods to the Customer, in which case the Customer shall immediately pay the Price to the Seller

8. Product recall

8.1 If the Customer is the subject of a request, court order or other directive of a governmental or regulatory authority to withdraw any Goods from the market (Recall Notice) it shall immediately notify the Supplier in writing enclosing a copy of the Recall Notice.

8.2 Unless required by law, the Customer may not undertake any recall or withdrawal without the written permission of the Supplier and only then in strict compliance with the Supplier’s instructions as to the process of implementing the withdrawal.

9. Price and payment

9.1 The Customer shall pay for Goods in accordance with this clause 9.

9.2 The Price shall be as set out in the Order Confirmation. Such Prices are fixed and non-revisable unless agreed in writing by the Supplier.

9.3 Unless expressly stated otherwise by the Supplier, the Price excludes:

(a) the costs of packaging, insurance and transport of the Goods, which shall be invoiced to the Customer in addition to the Price; and

(b) amounts in respect of VAT, which the Customer shall additionally be liable to pay to the Supplier at the prevailing rate (if applicable), subject to the receipt of a valid VAT invoice.

9.4 The Supplier may invoice the Customer for the price of Goods plus VAT at the prevailing rate (if applicable) on or at any time after the relevant Order Confirmation to the Customer. The Supplier shall ensure that the invoice includes the date of the Order, the invoice number, the Customer’s order number, the Supplier’s VAT registration number, and any supporting documentation that the Customer may reasonably require.

9.5 The Customer shall pay invoices in full in cleared funds within 30 days of the invoice date, or if agreed otherwise by the Supplier in writing. Payment shall be made to the bank account set out in the invoice.

9.6 If the Customer fails to make any payment due to the Supplier under the Contract by the due date for payment, then: supplier may suspend all further deliveries of Goods until payment has been made in full.

9.7 All amounts due under this agreement from the Customer to the Supplier 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). The Supplier may at any time, without limiting any of its other rights or remedies, set off any amount owing to it against any amount payable by the Supplier to the Customer.

10. Limitation of liability

10.1 The Supplier shall not be liable where the Customer fails to provide information in relation to the Specification or Order which resulted in the Goods not being fit for the Customer’s intended purpose or, where a Sample is provided, it fails to notify the Supplier of any defects or issues that were present in a Sample and which have then subsequently been replicated in the Goods in respect of an Order (unless such defects or issues breach the warranties set out in clause 1).

10.2 Notwithstanding clause 10.1, nothing in this Contract shall limit or exclude the Supplier’s liability for:

(a) death or personal injury caused by its negligence, or the negligence of its employees, agents or subcontractors (as applicable);

(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.

10.3 Subject to clause 2:

(a) the Supplier’s total aggregate liability for any and all claims, liabilities, expenses and all other damages or remedies arising under these Terms (collectively “Claims”), whether such Claims are based on contract, negligence, or other tort, strict liability, warranty, indemnity, or any other type of liability, shall in no event exceed the aggregate amount paid by the Customer in respect of the Order which the relevant loss related to; and

(b) the Supplier shall not be liable to the Customer, whether in contract, tort (including negligence), misrepresentation, restitution or otherwise, for any Claims arising under or in connection with the Contract.

11. Disclaimer

(a) All statements, technical information and recommendations provided by the Supplier are made in good faith and based on tests believed to be reliable, however no warranties or guarantees are provided as to the accuracy or completeness thereof.

(b) No statement, information or recommendation other than those contained in the Supplier’s authorised literature or within an Order Confirmation or Specification, shall have any force or effect unless otherwise stated in writing by the Supplier.

(c) Where sections of the Supplier’s website, these Terms or any formal documentation provided by the Supplier, have been translated to any language other than English, this for convenience only. In the event of any conflict between the terms of any English language version of a document (including these Terms) and any translated version of the same document, then the English language version shall prevail. No warranty of any kind is made as to the accuracy, reliability, or correctness of any translated documents.

12. General

12.1 Intellectual Property Rights: The Customer acknowledges that all Intellectual Property Rights in the Goods and/or any Sample are owned by the Supplier (or its licensors, if applicable). Except as expressly stated herein, this agreement does not grant the Customer any rights to, under or in, any patents, copyright, database right, trade secrets, trade names, trade marks (whether registered or unregistered), or any other rights or licences in respect of the Goods (including any Sample). The Customer will have a non-exclusive, non-transferable licence to use the Goods and/or any Sample solely to the extent necessary to enjoy the benefit of those Goods or Samples but the Customer has no other rights in the Goods and/or any Sample and may not license, sell, rent, lease, transfer, assign, distribute, display, disclose, or otherwise commercially exploit or make available to any third party the Goods or any Sample.

12.2 Force majeure. Neither party shall be in breach of this Contract nor liable for delay in performing, or failure to perform, any of its obligations under this Contract if such delay or failure result from a Force Majeure Event. If the period of delay or non-performance continues for 20 Business Days, the party not affected may terminate this Contract by giving 10 Business Days’ written notice to the affected party.

12.3 Assignment and other dealings.

(a) The customer shall not assign, transfer, 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. 

(b) The Supplier may at any time assign, transfer, charge, subcontract, delegate, declare a trust over or deal in any other manner with any or all of its rights under this agreement.

12.4 Confidentiality 

(a) Each party undertakes that it shall not at any time disclose to any person any confidential information concerning the business, affairs, Goods, customers, clients or suppliers of the other party or of any member of the Group to which the other party belongs, except as permitted by clause 4(b). For the purposes of this clause, “Group” means, in relation to a party, that party, any subsidiary or holding company from time to time of that party, and any subsidiary from time to time of a holding company of that party.

(b) Each party may disclose the other party’s confidential information:

(i) to its employees, officers, representatives or advisers who need to know such information for the purposes of exercising the party’s rights or carrying out its obligations under or in connection with this agreement. Each party shall ensure that its employees, officers, representatives or advisers to whom it discloses the other party’s confidential information comply with this clause 4; and

(ii) as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.

(c) No party shall use any other party’s confidential information for any purpose other than to exercise its rights and perform its obligations under or in connection with this Contract.

12.5 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.

12.6 Variation. No variation of this Contract shall be effective unless it is in writing and signed by the parties (or their authorised representatives).

12.7 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.

12.8 Severance. If any provision or part-provision of the Contract is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this clause shall not affect the validity and enforceability of the rest of the Contract.

12.9 Notices

(a) Any notice or other communication given to a party under or in connection with the Contract shall be in writing, addressed to that party at its registered office or such other address as that party may have specified to the other party in writing in accordance with this clause, and shall be delivered by pre-paid first-class post or other next Business Day delivery service, commercial courier, or email.

(b) A notice or other communication shall be deemed to have been received: if delivered by hand, when left at the address referred in clause 9(a); if sent by pre-paid first class post or other next Business Day delivery service, at 9.00 am on the second Business Day after posting; if delivered by commercial courier, on the date and at the time that the courier’s delivery receipt is signed; or, if sent by email, one Business Day after transmission.

(c) The provisions of this clause shall not apply to the service of any proceedings or other documents in any legal action.

12.10 Third party rights. No one other than a party to this Contract shall have any right to enforce any of its terms.

12.11 Governing law. This 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.

12.12 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.