SHOPBOX SYSTEMS LTD (TRADING AS SHOPBOX AND PUFFIN PACKAGING) – CONDITIONS OF SALE
THE BUYER’S ATTENTION IS IN PARTICULAR DRAWN TO THE PROVISIONS OF CLAUSE 8
In these terms and conditions:
“Buyer” means any person, firm, company or other legal entity which places an order, or buys any products from Shopbox and includes the employees, agents or sub-contractors of any such person, firm, company or other legal entity.
“Contract” means any contract between Shopbox and the Buyer for the sale and purchase of the Products in accordance with these Terms and Conditions.
“Products” means any products agreed in the Contract to be supplied to the Buyer by Shopbox (including any part or parts of them).
“Shopbox” means Shopbox Systems Ltd (company registration number 04156403) trading as Shopbox and/or Puffin Packaging of Unit H Birch Business Park, Whittle Lane, Heywood, OL10 2SX or such other associated company specified in the quotation.
“Terms and Conditions” means these terms and conditions of sale, as amended from time to time.
2.1 The Contract shall be on these Terms and Conditions to the exclusion of any other terms that the Buyer seeks to impose or incorporate, or which are implied by trade, custom, practice or course of dealing. These Terms and Conditions apply to all Shopbox's sales and any variation to these Terms and Conditions and any representations about the Products shall have no effect unless expressly agreed in writing and signed by one of Shopbox’s directors. Each order or acceptance of a quotation for Products by the Buyer from Shopbox shall be deemed to be an offer by the Buyer to buy Products subject to these Terms and Conditions.
2.2 No order placed by the Buyer shall be deemed to be accepted by Shopbox until a written acknowledgement of order is issued by Shopbox or (if earlier) Shopbox delivers the Products to the Buyer.
2.3 The Contract constitutes the entire agreement between the parties. The Customer acknowledges that it has not relied on any statement, promise, representation, assurance or warranty made or given by or on behalf of Shopbox which is not set out in the Contract.
2.4 A quotation for the Products given by Shopbox shall not constitute an offer. A quotation shall only be valid for a period of 30 days from its date of issue.
2.5 All implied conditions and warranties and other terms whether implied by statute or at common law or otherwise and whether as to quality, fitness for purpose, performance, merchantability or otherwise in relation to the Products and to the sale or supply thereof by Shopbox are to the fullest extent permitted by law excluded.
3. DESCRIPTION AND SPECIFICATION
3.1 The quantity and description of the Products shall be as set out in Shopbox's quotation or acknowledgement of order.
3.2 All samples, drawings, descriptive matter, specifications and advertising issued by Shopbox and any descriptions or illustrations contained in Shopbox's catalogues or brochures are issued or published for the sole purpose of giving an approximate idea of the Products described in them. They shall not form part of the Contract and this is not a sale by sample.
3.3 Shopbox reserve the right to make any changes in the specifications of the Products that are necessary to ensure they conform to any applicable safety or statutory requirements and to make without notice any minor modifications in the specifications Shopbox thinks are necessary or desirable.
4.1 Any dates specified by Shopbox for delivery of the Products are intended to be an estimate and time for delivery shall not be made of the essence by notice. If no dates are so specified, delivery shall be within a reasonable time.
4.2 The Products may be delivered by Shopbox in advance of the quoted delivery date upon giving reasonable notice to the Buyer.
4.3 Shopbox will deliver the Products to the Buyer’s delivery address stated on the quotation or order confirmation. Shopbox shall be entitled to deliver the Products in instalments.
4.4 Unless otherwise agreed, delivery of the Products shall take place at the Buyer’s delivery address but where the Products are collected by the Buyer or the Buyer’s carrier, delivery shall be deemed to have taken place at the time of collection which for the avoidance of doubt will be prior to the time that the Products are loaded onto the Buyer’s or carrier’s vehicle.
4.5 If the Buyer fails to take delivery of the Products at the agreed time or fails to give Shopbox adequate delivery instructions then, without prejudice to any other right or remedy available to them:
(a) delivery of the Products shall be deemed to have been completed at 9.00 am on the seventh day after the day on which Shopbox notified the Customer that the Products were ready to be collected or being posted;
(b) Shopbox may charge the Buyer for the reasonable costs (including without limitation insurance and further delivery charges) of the Products until delivery can take place.
5.1 Shopbox shall not be liable for any non-delivery of Products (even if caused by Shopbox 's negligence) unless the Buyer gives written notice to Shopbox of the non-delivery within 8 days of the date when the Products would in the ordinary course of events have been received.
5.2 Any liability of Shopbox for non-delivery of the Products shall be limited to replacing the Products within a reasonable time.
6.1 The Products are at the risk of the Buyer from the time of delivery if the Buyer wrongfully fails to take delivery of the Products, the time when Shopbox has tendered delivery of the Products.
6.2 Notwithstanding delivery and passing of risk, property in and title to the Products shall remain with Shopbox until Shopbox has received payment in cash or cleared funds from the Buyer.
7. PRICE AND PAYMENT
7.1 Unless otherwise agreed by Shopbox in writing, the price for the Products shall be the price set out in Shopbox's quotation which incorporates these Terms and Conditions.
7.2 The price for the Products shall be exclusive of any value added tax which the Buyer shall pay in addition when it is due to pay for the Products.
7.3 Unless otherwise agreed, all prices exclude the cost of delivery.
7.4 The Buyer is to pay Shopbox in cleared funds prior to delivery of the Products.
8. LIMITATION OF LIABILITY
8.1 Subject to clauses 4 and 5, the following provisions set out the entire financial liability of Shopbox (including any liability for the acts or omissions of its employees, agents and sub-contractors) to the Buyer in respect of:
(a) any breach of these Terms and Conditions, including any deliberate breach of these Terms and Conditions by a party, or its employees, agents or subcontractors;
(b) any use made or resale by the Buyer of any of the Products, or of any product incorporating any of the Products; and
(c) any representation, statement or tortuous act or omission including negligence arising under or in connection with the Contract.
8.2 All warranties, conditions and other terms implied by statute or common law (save for the conditions implied by section 12 of the Sale of Goods Act 1979) are, to the fullest extent permitted by law, excluded from the Contract.
8.3 Nothing in these Terms and Conditions excludes or limits the liability of Shopbox for:
(a) death or personal injury caused by its negligence or the negligence of its employees, agents or subcontractors (as applicable); or
(b) for defective products under the Consumer Protection Act 1987; or
(c) breach of the terms implied by section 12 of the Sale of Goods Act 1979;
(d) any matter which it would be illegal for Shopbox to exclude or attempt to exclude its liability; or
(e) for fraud or fraudulent misrepresentation.
8.4 Shopbox shall not under any circumstances be liable for death or personal injuries or other losses arising from the negligence of the Buyer, non-observance or non-compliance by the Buyer of Shopbox’s oral or written instructions as to the storage or use of the Products with chilled or frozen foods or (if there are none) good trade practice regarding the same (including without limitation damage to food items packaged and supplied by the Buyer which are contained within the Products and harm to persons caused by leakage from the gel cooling packs supplied by Shopbox).
8.5 Subject to clause 8.2 and 8.3:
(a) Shopbox's total liability in contract, tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise, arising in connection with the performance or contemplated performance of the Contract shall be limited to [150% of ] the price of the Products supplied by it; and
(b) Shopbox shall not be liable to the Buyer for loss of profit, loss of business, or depletion of goodwill in each case whether direct, indirect or consequential, or any claims for consequential compensation whatsoever (howsoever caused) which arise out of or in connection with the Contract.
9. LAW AND JURISDICTION
This Contract and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the laws of England and Wales, and the parties submit to the exclusive jurisdiction of the English courts.
10. FORCE MAJEURE
Shopbox shall not be liable for any failings in its performance under this Contract if such failing is a direct or indirect result of any circumstances outside its control. Shopbox shall not in any circumstances have any liability to the Buyer under the Contract if it is prevented from, or delayed in, performing its obligations under the Contract by acts, events, omissions or accidents beyond its reasonable control, including, without limitation, strikes, lock-outs or other industrial disputes (whether involving the workforce of Shopbox or any other party), failure of a utility service or transport network, act of God, war, riot, civil commotion, malicious damage, compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of plant or machinery, fire, flood, storm or default of suppliers or sub-contractors.
11.1 A person who is not a party to the Contract shall not have any rights to enforce its terms.
11.2 Any notice required or permitted to be given by either party to the other under these Terms and Conditions shall be in writing addressed to that other party at its registered office or principal place of business or such other address as may at the relevant time have been notified pursuant to this provision to the party giving the notice.
11.3 If any of the terms are determined by any competent authority to be invalid, unlawful or unenforceable to any extent, such term will to that extent be severed from the remaining terms which will continue to be valid to the fullest extent permitted by law.