DEFINITIONS
“Supplier” means Crazy Horses Limited. (Registered in England & Wales with company number 03954907).
“Buyer” means the person or firm who purchases the goods from Crazy Horses Limited.
Conditions: The terms and conditions set out in this document that are amended from time to time.
Goods: The goods or products as set out in the Order and acknowledged in writing on the sellers Order Acknowledgement.
Contract: The Contract between the Company and the Buyer for the sale and purchase of Goods in accordance with these Terms and Conditions.
Order: The Buyers order for the goods as laid out on the Buyers Official Purchase Order or the Buyers written acceptance of the Official Quotation.
Interpretation:
(a) A person, includes a natural person, corporate or unincorporated body (whether or not having a separate legal personality).
(b) A reference to a party includes its personal representatives, successors and permitted assigns.
(d) A reference to writing or written includes email.
Acceptance and Cancellation of Buyer Order
(a)The Acceptance of a buyers purchase order does not mean the acceptance of any of its clauses or conditions.
(b)Clauses and conditions must be agreed in writing prior to any purchase order being placed.
(c ) The supplier will not accept any claim for breach of any conditions or clauses which have not been agreed in writing prior to the purchase order being placed. The Company reserves the right to accept or refuse any Order and to cancel any uncompleted Order/s or to suspend delivery if the Buyer fails to observe or perform any terms and conditions of the Contract, or if the Company reasonably believes that the Buyer may do so.
(d) Any Contract cannot be cancelled by the Buyer except by mutual agreement with the Company in writing and then only on terms which would fully indemnify the Company.
Basis of Contract
(a) No order shall constitute a contract between the Supplier and the Buyer until accepted by the supplier. Unless otherwise expressly agreed in writing by the Supplier, any quotation, offer or acceptance of any order by the Supplier shall be subject to these conditions.
(b) A quotation for the Goods given by the Company shall not constitute an offer.
(c) The Order constitutes an offer by the Buyer to purchase the Goods in accordance with these Conditions. The Buyer is responsible for ensuring that the terms of the Order and any applicable specification submitted by the Buyer are complete and accurate.
(d) The Order shall only be deemed to be accepted when the Company issues a written acceptance of the Order, at which point the Contract shall come into existence.
(e ) The Buyer waives any right it might otherwise have, to rely on any term endorsed upon, delivered with or contained in any documents of the Buyer that is inconsistent with these Conditions.
(f) In the event of a conflict between these Conditions of Sale and any trading conditions of the customer these conditions shall prevail despite any stipulation to the contrary in any such trading conditions of the Buyer. (g) We reserve the right to make changes to these Conditions at any time and the buyer will be subject to the conditions in force at the time an order is placed.
PRICES and CURRENCY
(a) The prices as shown on the Company’s quotation are subject to change and the price prevailing at the date of despatch are to be paid.
(b) All prices quoted or accepted are exclusive of VAT and the contract price shall be such prices plus VAT if applicable.
(c ) Should the exchange rate differ on the date of delivery the Company may adjust the price accordingly.
Printed Product
(a) In the case of printed goods the Company shall have no liability to the Buyer for any errors in proofs which have been approved by the Buyer. Any charges incurred by the Company in the preparation of all special tooling, designs, printing blocks, etc. shall be charged to the Buyer.
(b) Buyers property shall be accepted and stored entirely at the Buyers own risk and the Company shall have no liability to the Buyer in respect of any loss or damage howsoever caused, whether direct, indirect or consequential.
(c ) The Company has no liability to the Buyer should any ink transference occur but the Company will endeavour to prevent this occurrence where possible.
Terms of Payment
(a) The Buyer shall make payment on the 30th day after the date of the invoice.
(b) Any accounts not paid in accordance with the Conditions contained herein will be subject to an interest charge of 4% over base per annum, payable on demand. Any recovery costs will be charged to the Buyer.
(c) The right is reserved to serve notice on the Buyer making time for payment of the essence and in default of the Buyer complying with such notice, to cancel the contract without prejudice to the right of the Supplier to claim damages and interest as above.
(e ) Time for payment shall the the esence of the Contract.
(f) All outstanding payment s due under the Contract shall be paid for in full without any off-set,deduction, counterclaim or witheld.
Risk and Title
(a) The risk in the Goods shall pass to the Buyer on completion of delivery. The goods supplied hereunder shall remain the absolute property of the supplier and shall be held by the Buyer in all respects as bailee until payment in full of any amount invoiced or due to the Supplier by the Buyer in any respect.
(b) Title to the Goods shall remain with the Company and shall not pass to the Buyer until the Company receives payment in full (in cash or cleared funds) for the Goods and any other goods that the Company has supplied to the Buyer in respect of which payment has become due, in which case title to the Goods shall pass at the time of payment of all such sums.
(c) The risk of the Goods shall pass to the Buyer on completion of delivery. A delivery note or a photograph of the goods taken at the Buyer (or Buyer’s customer premises) will be sufficient evidence of said goods being delivered in good condition.
(d ) If in breach of this provision any goods supplied are resold before the said payment in full has been made the Supplier shall be entitled to the proceeds thereof without prejudice to its claim for the remainder (if any) of monies due to it.
(e) During any period between delivery to the Buyer and the passing of the property in the goods, the risk of the goods shall be the Buyer’s responsibility and as bailee the Buyer shall keep the goods safely stored and separate from its own goods and remain readily identifiable.
(f ) If a buyer shall enter liquidation or have a Winding-up Order made against it or have a receiver appointed over its assets, income or any part thereof before the property in the goods has passed in accordance with this Condition, the Supplier shall be entitled immediately, after giving notice of its own intentions to repossess their goods, to enter upon the premises of the Buyer with such transport as may be necessary and to repossess any goods to which it has title hereunder.
(g) No liquidator or receiver of the buyer shall have authority to sell goods to which the Supplier has title without the prior written consent of the Supplier.
Insolvency of the Buyer
If the Buyer, being a body corporate, shall pass a resolution or suffer an Order of the Court to be made for winding-up or if a receiver shall be appointed or if the Buyer, being an individual or partnership, shall suspend payment, propose or enter into any composition or arrangement with its or their creditors or have a receiving order in bankruptcy made against it or them, then the Supplier shall have the right without prejudice to any other contract with the Buyer not to proceed further with the contract and shall be entitled to charge for work already carried out (whether completed or not) and for the goods and materials already purchased for the buyer such charge to be an immediate debt due from the Buyer.
GOODS IN TRANSIT
(a) Delivery shall be for the Buyers account and will be charged the full amount at cost price.
The Supplier shall not be liable for any delay, loss or damage incurred during the delivery process except any loss or damage caused by the negligence of the Supplier and the Carrier.
(b) All complaints of loss or damage in transit must be submitted in writing so as to reach the Supplier within three days of delivery and claims for non-delivery within 3 days of despatch of the goods.
DELIVERY
(a) The Supplier shall be entitled to revise the delivery date if circumstances beyond its control prevent it keeping to the same. The liability of the Supplier for late delivery shall be limited to the Buyers actual loss not exceeding the value of the goods.
(b) The Company may deliver Goods in instalments. Each delivery shall be invoiced separately and any invoices for a delivery charge shall be payable in full in accordance with the terms of payment provided for therein without reference to and not withstanding any delay, defect or default in the delivery of any other instalment or of any other instalment under any Contract.
(c) The Seller reserves the right to deliver quantities which vary from the quantities ordered by the Buyer by plus or minus ten per cent of this amount ordered and the quantity so delivered shall be accepted by the Buyer in satisfaction of its order and shall be paid for by the Buyer at the contract price.
(d) Time for delivery of the goods shall not be of the essence unless agreed by the seller in writing In addition for goods supplied from overseas any dates quoted for delivery are approximate only and the Company shall not be liable for any delay in delivery of the goods caused by a factor beyond the Suppliers reasonable control.
INSPECTION AND DEFECTS
(a) Claims must be notified by the Buyer to the Company in writing within 7 days of the relevant invoice date. If the Buyer shall fail to give such notification, the Goods shall be deemed to have been accepted by the Buyer.
(b) Where the Goods are at the Company’s risk in transit, claims for damage to or loss of the Goods in transit must be notified by the Buyer to the Company in writing within such time as will enable the Company to comply with the carriers conditions of carriage relating to damage or loss in transit.
(c ) Complaints in respect of alleged faulty or damaged Goods shall not be a ground for withholding payment by the Buyer of any sum due and payable by it and shall not give any right of set off against payment due from the Buyer to the Company. In the event of a claim against the Company in respect of faulty Goods, the Company’s liability shall in any event be limited to the total of the monies actually received by the Company from the Buyer for those Goods and shall be only in respect of any Goods actually defective.
(d) The Company’s decision on all matters relating to the settlement of claims shall be final and the Company may, at its option, either replace any Goods which it finds to be faulty or pay or allow to the Buyer a reasonable sum not exceeding in any event the invoice value of the faulty Goods.
(e ) Credit notes will only be issued for faulty Goods returned and accepted by the Company as faulty.
Stockholding of Customer Product
(a)The Company shall hold such level of stock not exceeding a maximum of six months’ usage as expressly agreed with the Buyer and in accordance with the Buyer’s first instructions and forecasts of usage.
(b) The Company’s prior express agreement in writing will be required for the holding of any stock levels in excess of six months’ usage.
(c) In the event that the Buyer has not used (or ‘called off’) the stock within the timescale agreed between the parties, the Company shall have the right to adjust the amounts and delivery times of further stocks in accordance with actual usage, and to invoice the Buyer for any and all stock held by the Company which is in excess of specifically agreed levels or in excess of six months’ usage.
(d) The Company shall have the right to deliver and invoice the Buyer for, first, all stock which has not been previously invoiced, before delivering any stock that had already been invoiced.
(e ) Unless previously agreed otherwise in writing by the Company any stock held by the Company in store will incur storage charges (including all related costs and expenses including insurance) commencing from the first full working day of storage. Details of storage charges will be provided to the Buyer upon request; and the Company may invoice the Buyer for the Goods on or at any time after the completion of delivery.
Force Majeure and Customer Acceptance
(a) Provided it has complied with condition (b) below, if the Company is prevented, hindered or delayed in or from performing any of its obligations under the Contract by any circumstances not in its reasonable control (Force Majeure Event), the Company shall not be in breach of the Contract or otherwise liable for any such failure or delay in the performance of such obligations and the Company shall at its discretion either cancel any relevant Orders, extend the time for performance or make other variations as the Company deems necessary as a result of the Force Majeure Event. Force Majeure Event includes, without limitation:
(b) acts of God, flood, drought, earthquake or other natural disaster;
(c) epidemic or pandemic;
(d) terrorist attack, civil war, civil commotion or riots, war, threat of or preparation for war, armed conflict, imposition of sanctions, embargo, or breaking off of diplomatic relations;
(e) nuclear, chemical or biological contamination, or sonic boom;
(f) any law or any action taken by a government or public authority, including imposing an export or import restriction, tariff, quota or prohibition, or failing to grant a necessary licence or consent;
(g) collapse of buildings, fire, explosion or accident;
(h) any labour or trade dispute, strikes, industrial action or lockouts;
(i) non-performance by suppliers or subcontractors; and
(j) interruption or failure of utility service.
The Company shall, as soon as reasonably practicable after the start of the Force Majeure Event, notify the Buyer of the Force Majeure Event, its likely or potential duration and its effect on the Company’s ability to perform any of its obligations under the Contract.
Termination
Without limiting its other rights or remedies, the Company may terminate the Contract with immediate effect by giving written notice to the Buyer, or suspend provision of the Goods under the Contract or any other contract between the Buyer and the Company, if:
(a) the Buyer fails to pay any amount due under the Contract on the due date for payment;
(b) the Buyer commits a material breach of any term of the Contract and (if such breach is remediable) fails to remedy that breach within 14 days after being notified to do so;
(c) the Buyer takes any step or action in connection with its entering administration, provisional liquidation or any composition or arrangement with its creditors (other than in relation to a solvent restructuring), obtaining a moratorium, being wound up (whether voluntarily or by order of the court, unless for the purpose of a solvent restructuring), having a receiver appointed to any of its assets or ceasing to carry on business or, if the step or action is taken in another jurisdiction, in connection with any analogous procedure in the relevant jurisdiction;
(d) the Buyer suspends, threatens to suspend, ceases or threatens to cease to carry on all or a substantial part of its business; or
(e) the Buyer’s financial position deteriorates so far as to reasonably justify the opinion that its ability to give effect to the terms of the Contract is in jeopardy.
On termination of the Contract or suspension of provision of the Goods under the Contract by the Company (under conditions a –e within this sector) the Buyer shall immediately pay to the Company all of the Company’s outstanding unpaid invoices and interest and, in respect of Goods held in storage for which no invoice has been submitted, the Company shall submit an invoice which shall be payable by the Buyer immediately on receipt. In respect of any Goods held in storage the Company shall have the right to treat the warehouse, factory or other premises where the Goods are held as the delivery point for such Goods.
Representations
No employee or agent of the Supplier is authorised to make any representation or warranty or to vary any of these terms and conditions.
Material
Whilst every endeavour will be made to supply material in accordance with the quality of any samples submitted or quoted for the contract, this contract is not a contract of sale by example. Bags displayed on our website are for display purposes only and may not represent products that we have supplied.
Consequential loss
No condition or warranty is to be implied as to the merchantable quality of the goods ordered or as to the suitability for any purpose whether known to the Supplier or not and no responsibility can be accepted by the Supplier for any consequential loss arising directly or indirectly out of the goods supplied by it.
Indemnity
The Customer acknowledges that the Supplier places particular reliance upon the provisions of these Conditions and in addition to any other remedy available to the Supplier, the Customer irrevocably and unconditionally agrees to indemnify the Company and its employees and agents in full and on demand and keep them so indemnified from and against all claims, demands, actions, proceedings and all damages, losses, costs and expenses (including legal and other professional advisers’ fees and all economic loss whether direct or indirect (including loss of profit, future revenue, reputation or goodwill and anticipated savings)) which are made or brought against or incurred or suffered by any of them directly or indirectly and whether wholly or in part resulting from the matters listed below whether or not such losses or the consequences of the matters listed below were foreseeable at the date of the entering into of this Contract and this indemnity shall cover all consequential and indirect losses suffered by the Company and its employees and agents and they shall have no duty to mitigate any such loss:
(a) the provision of the Products and/or Services by the Supplier in accordance with the Customer’s designs, drawings, specifications or other data or information furnished or instructions given by the Customer;
(b) where Products and/or Services are provided by the Supplier in accordance with the Customer’s designs, drawings, specifications or other data or information furnished or instructions given by the Customer, any claims that any patent, trade mark, design, copyright, design right, confidential information or other intellectual property or other exclusive right of any third party has been infringed through the provision of the Products and/or Services;
(c) any breach/es by the Customer of its obligations under the Contract;
(d) any breach/es by the Supplier of its obligations under the Contract or
(e) any other act or omission (including, without limitation, negligence) of the Supplier, its employees and agents in excess of the liability assumed by the Company under the Contract; and/or
any claim(s) that the Products which the Supplier has produced for the Customer in accordance with the Customer’s instructions contain illegal or defamatory material.
The Buyer shall indemnify the Seller against any loss in respect of any demands, claims, costs or expenses whatsoever arising out of any illegal, libellous or other matter printed for the customer or any infringement of copyright, patent or design.
Tolerances
The Supplier reserves the right to vary size of materials supplied from the specification ordered by the Buyer as follows:-
(a) Deliver quantities within a 10% margin of those specified rising to 20% margin for polythene and machine made Kraft bags with twisted or flat tape handle orders where the quantity of the order is below one thousand pieces, for which the purchaser shall pay pro rata.
(b) Vary the Buyer’s specification as to shade provided that the colour specified by the Buyer shall be delivered.
(e) Vary the Buyer’s specification as to size within a five per cent margin, whether larger or smaller.
(f) i) Vary the Buyer’s specification as to the contents of boxes and packs
ii) There will be a 5% differential permitted in the case of low content boxes or packs i.e. those specified to contain less than 200 items and a 7.5% differential permitted in the case of high content boxes or packs i.e. those specified to contain 200 items or more.
(g) There will be a 1% tolerance permitted, for up to 5000 bags and 0.5% thereafter, in the case that small defects, for whatever reason, occur. The supplier reserves the right not to reprint, replace, discount or refund in these instances.
Artwork & Printing plates
(a) The Supplier undertakes to obtain, for the sole account of the Buyer, any Artwork Origination and alterations, together with the Printing Plates and subsequent replacements thereof, entirely at the Buyers cost.
(b) The charges for so doing are due and payable at time of order by the Buyer whether the seller performs any further Supplying contract in relation thereto or not.
(c) Any default in suitability for the purpose of these items whether known to the Supplier or not shall not be the responsibility for any consequential loss or damage arising directly or indirectly out of the goods supplied by it.
(d) All customers artwork and printing plates are stored free of charge for a maximum of four years, from the last date of use. Thereafter these items will be destroyed.
Source of supply
The Supplier reserves the right within these terms of the Contract to supply goods from any source or country of origin deemed suitable by the Supplier without notification or declaration to the Buyer.
General
Assignment and other dealings:
The Company may at any time assign, transfer, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with all or any of its rights or obligations under the Contract.
The Buyer may not assign, transfer, mortgage, 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 Company.
Variation: No variation of this Contract shall be effective unless it is in writing and signed by the parties (or their authorised representatives).
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.
Severance : If any provision or part-provision of the Contract is or becomes invalid, illegal or unenforceable, it shall be deemed deleted, but that shall not affect the validity and enforceability of the rest of the Contract. If any provision of the Contract is deemed deleted under this condition the parties shall negotiate in good faith to agree a replacement provision that, to the greatest extent possible, achieves the intended commercial result of the original provision.
Governing law: The 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.
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.
