Manufacturing terms and conditions of sale.

1. Definitions and interpretation

1.1 In these Conditions, the following definitions apply:

• "Seller" means Floryn Packaging Limited (Company No. 11249440) whose registered office is at 7-9 Macon Court, Crewe, Cheshire, CW1 6EA.
• "Buyer" means the person, firm, or company who purchases or agrees to purchase Goods from the Seller.
• "Goods" means the corrugated packaging products, materials, and any other items which the Seller is to supply in accordance with these Conditions.
• "Contract" means the contract between the Seller and the Buyer for the sale and purchase of Goods, incorporating these Conditions.
• "Order" means the Buyer's order for Goods as set out in the Buyer's written purchase order or as otherwise agreed in writing.
• "Specification" means any specification for the Goods, including any related plans and drawings, agreed in writing by the Seller and the Buyer.

1.2 A reference to a statute or statutory provision includes any subordinate legislation made under it and any amendment or re-enactment thereof.

2. Basis of contract

2.1 These Conditions apply to and form part of the Contract between the Seller and the Buyer 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.

2.2 Unless previously withdrawn, quotations remain open for acceptance for 14 days from the date of issue, unless a different period is expressly stated in the quotation. The Seller may, at its discretion, accept an Order received after expiry of such period.

2.3 No Order shall be binding on the Seller unless and until it is accepted in writing by the Seller or the Seller commences performance of the Order.

2.4 The Buyer may not cancel an Order once accepted by the Seller except with the written agreement of the Seller, and on terms that the Buyer shall indemnify the Seller in full against all costs, charges, and expenses incurred by the Seller as a result of such cancellation.

2.5 By placing an Order with the Seller, the Buyer shall be deemed to have accepted these Conditions in full. It shall be the responsibility of the Buyer to ensure that the terms of the Order are complete and accurate.

3. Price and payment

3.1 The price of the Goods shall be the price set out in the Seller's quotation, or where no price has been quoted, the price listed in the Seller's published price list in force at the date of despatch.

3.2 The Seller reserves the right to increase the price of the Goods at any time before delivery to reflect any increase in the cost of raw materials (including kraftliner, fluting medium, and starch), energy, labour, or transport, or which is due to any change in delivery dates, quantities, or Specification requested by the Buyer, or any delay caused by instructions or failure to give adequate information or instructions by the Buyer.

3.3 Unless otherwise stated, all prices are exclusive of VAT (or any equivalent sales tax) which shall be payable by the Buyer at the rate applicable at the date of the relevant tax point.

3.4 Payment shall be made within 30 days from the end of the month in which the invoice is dated, without deduction, set-off, or counterclaim. Time for payment is of the essence.

3.5 If the Buyer fails to make any payment due under the Contract by the due date, the Seller shall be entitled to: (a) charge interest on the overdue amount at the rate of 4% per annum above the Bank of England base rate from time to time, accruing daily from the due date until payment is made in full; and (b) suspend all further deliveries under the Contract and any other contract between the Seller and Buyer until payment has been made in full.

3.6 In the case of Orders involving more than one delivery, default in payment on any invoice due date shall entitle the Seller, at its option, to treat the Contract as repudiated by the Buyer.

4. Delivery

4.1 Delivery of the Goods shall be made by the Seller delivering the Goods to the location set out in the Order, or by the Buyer collecting the Goods from the Seller's premises, as agreed between the parties.

4.2 While the Seller shall use reasonable endeavours to meet estimated delivery dates, any dates quoted for delivery are approximate only. Time of delivery shall not be of the essence.

4.3 The Seller shall not be liable for any delay in delivery or non-delivery of the Goods howsoever caused, and time for delivery shall not be made of the essence by notice. The Seller shall use reasonable endeavours to notify the Buyer of any material delay.

4.4 If the Buyer fails to accept delivery of the Goods in accordance with the relevant Order, the balance of any undelivered Goods shall be invoiced and payment shall become due immediately. Storage costs and any additional carriage costs incurred shall be charged to the Buyer's account and the Goods shall be held at the Buyer's risk.

4.5 The Seller may deliver the Goods by instalments. Each instalment shall constitute a separate contract. Any delay or defect in an instalment shall not entitle the Buyer to cancel any other instalment.

5. Manufacture and specification

5.1 A shortage or surplus, charged pro rata, not exceeding 10% of the quantity ordered shall be deemed due performance of the Order.

5.2 Goods shall be manufactured in accordance with the Specification agreed or approved by the Buyer, subject to a manufacturing tolerance of ±3mm on all dimensions. This tolerance is standard across the UK corrugated packaging industry.

5.3 While every endeavour will be made to supply materials in accordance with the quality of any samples submitted or specification quoted, the Seller reserves the right to substitute materials of not less than the strength or quality of those originally specified, without prior notice, where necessary due to supply constraints.

5.4 The Seller reserves the right to make any changes to the Specification of the Goods which are required to conform with any applicable statutory or regulatory requirements, or which do not materially affect the quality or fitness for purpose of the Goods.

6. Design, tooling and intellectual property

6.1 All sketches, artwork, designs, samples, cutting tools, dies, plates, and other original work created by the Seller shall remain the sole property of the Seller, whether or not a tooling or origination charge has been made to the Buyer.

6.2 No responsibility shall be accepted by the Seller for any errors in proofs, artwork, or designs which have been approved by the Buyer. Approval by the Buyer shall be deemed to be acceptance of colour, text, layout, and all other aspects of the proof.

6.3 The Buyer shall be solely responsible for ensuring that any matter which it instructs the Seller to print, display, or reproduce on the Goods does not infringe any intellectual property rights of third parties, and the Buyer shall indemnify the Seller against all claims, costs, and liabilities arising from any such infringement.

6.4 Where the Seller is requested to supply packaging with a machine-readable barcode symbol, the Seller's obligation is limited to printing the agreed symbol in accordance with the applicable GS1 procedures. Provided such procedures are complied with, the Seller shall have no liability (including any consequential loss) if the symbol proves not to be machine-readable.

7. Risk and title

7.1 Risk in the Goods shall pass to the Buyer on delivery.

7.2 Title to the Goods shall not pass to the Buyer until the Seller has received payment in full (in cleared funds) for: (a) the Goods; and (b) all other sums which are or become due to the Seller from the Buyer on any account whatsoever (all-monies retention of title).

7.3 Until title to the Goods has passed to the Buyer, the Buyer shall: (a) store the Goods separately from all other goods held by the Buyer so that they remain readily identifiable as the Seller'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 value from the date of delivery; and (d) hold the proceeds of any insurance in trust for the Seller and not mix them with any other money.

7.4 The Seller may at any time require the Buyer to deliver up all Goods in the Buyer's possession which have not been resold, or irrevocably incorporated into another product, and if the Buyer fails to do so promptly, the Seller may enter any premises of the Buyer or any third party where the Goods are stored in order to recover them.

7.5 The Buyer's right to possession of the Goods shall terminate immediately if the Buyer enters into or has a petition presented for administration, liquidation, or any voluntary arrangement with its creditors, or if a receiver, administrator, or administrative receiver is appointed over any of its assets, or if it ceases or threatens to cease to carry on business.

8. Quality and claims

8.1 The Seller warrants that the Goods will, at the time of delivery, conform in all material respects to the Specification.

8.2 The Buyer shall inspect the Goods promptly upon delivery to verify their quality and quantity. The Seller shall not be liable for any defect which would be apparent on reasonable inspection and which is not notified to the Seller in accordance with Condition 8.3.

8.3 Claims relating to the Goods (whether as to quality, quantity, damage in transit, or otherwise) must be notified to the Seller promptly and confirmed in writing within 7 days of delivery. In the case of non-delivery, claims must be notified within 7 days of the proposed despatch date. The Seller shall have no liability in respect of any claim not notified within these periods.

8.4 Where a valid claim is accepted by the Seller, the Seller's liability shall be limited, at the Seller's option, to: (a) replacing the defective Goods; or (b) refunding the price of the defective Goods in full.

8.5 The Seller's liability for fitness for purpose of the Goods is subject to the Buyer having fully disclosed the intended purpose to the Seller in writing prior to the Order, and to any express exclusion or qualification of such undertaking by the Seller.

9. Limitation of liability

9.1 Nothing in these Conditions shall limit or exclude the Seller's liability for: (a) death or personal injury caused by its negligence; (b) fraud or fraudulent misrepresentation; or (c) any other liability which cannot be limited or excluded by applicable law.

9.2 Subject to Condition 9.1, the Seller shall not be liable to the Buyer, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, for any: (a) loss of profit; (b) loss of sales or business; (c) loss of agreements or contracts; (d) loss of anticipated savings; (e) loss of or damage to goodwill; or (f) any indirect or consequential loss whatsoever.

9.3 Subject to Condition 9.1, the Seller's total aggregate liability to the Buyer in respect of all losses arising under or in connection with the Contract, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall in no circumstances exceed the price paid or payable by the Buyer for the Goods under the relevant Order.

10. Force majeure

10.1 The Seller shall not be in breach of the Contract nor liable for any delay in performing, or failure to perform, any of its obligations under the Contract if such delay or failure results from a Force Majeure Event.

10.2 A "Force Majeure Event" means any event beyond the reasonable control of the Seller, including but not limited to: acts of God; war, armed conflict, or terrorism; riot or civil commotion; epidemic, pandemic, or public health emergency; fire, explosion, or flood; government action, sanctions, or embargo; interruption or failure in utility services; failure of suppliers or sub-contractors; strikes, lock-outs, or other industrial disputes (whether involving the workforce of the Seller or any other party); breakdown of plant or machinery; shortage or unavailability of raw materials (including paper, board, or starch); disruption to supply chains or transport networks; or significant increases in the cost of energy or raw materials that render performance commercially impracticable.

10.3 If the Force Majeure Event continues for a period of more than 90 days, either party may terminate the Contract by giving 14 days' written notice to the other party.

11. General provisions

11.1 The Seller does not warrant or represent that the Goods will not infringe any patent, registered design, trade mark, or other industrial or intellectual property rights of any third party.

11.2 The Buyer shall not be entitled to assign, transfer, or sub-contract any of its rights or obligations under the Contract without the prior written consent of the Seller.

11.3 Any notice required or permitted under the Contract shall be in writing and delivered by hand, sent by pre-paid first-class post, or sent by email to the other party at its registered office or principal place of business, or such other address as may have been notified in writing.

11.4 If any provision of these Conditions is found by any court or administrative body of competent jurisdiction to be invalid or unenforceable, such invalidity or unenforceability shall not affect the other provisions of these Conditions, which shall remain in full force and effect.

11.5 A waiver of any right or remedy under the Contract or by law is only effective if given in writing and shall not be deemed a waiver of any subsequent right or remedy.

11.6 The 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.

11.7 No variation of the Contract shall be effective unless it is in writing and signed by a director of the Seller.

12. Anti-bribery and compliance

12.1 Each party shall comply with all applicable laws, regulations, and codes relating to anti-bribery and anti-corruption, including but not limited to the Bribery Act 2010.

12.2 Each party shall comply with all applicable data protection legislation, including the UK General Data Protection Regulation and the Data Protection Act 2018.

13. Governing law and jurisdiction

13.1 The 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 law of England and Wales.

13.2 Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with the Contract or its subject matter or formation.