Terms & Conditions

Multipack Media Ltd – Terms and Conditions Of Sale 
MULTIPACK MEDIA LTD 
Terms and Conditions of Sale 
 
Company Details 
Company Name: Multipack Media Ltd t/a Minerva Brands 
Registered Address: Unit A1-A6 Farrington Road, Burnley, BB115SH  
VAT Registration Number: 281 3658 88 
 
 
1. Definitions and Interpretation 
1.1 In these Conditions: 
“Company” means Multipack Media Ltd. 
“Goods and/or Services” means any goods and/or services supplied by the Company. 
“Customer” means any company, firm or individual purchasing Goods and/or Services from the Company. 
“Contract” means any agreement between the Company and the Customer for the supply of Goods and/or Services. 
“Insolvency Event” means that the Customer: 
enters into liquidation, whether voluntary or compulsory, other than for the purposes of a solvent reconstruction or amalgamation; or 
has an administrator, administrative receiver or receiver appointed over all or any part of its assets; or 
enters into any arrangement or composition with its creditors; or 
is unable to pay its debts within the meaning of the Insolvency Act 1986; or 
(if an individual) becomes bankrupt or subject to any analogous proceedings under foreign law. 
1.2 Headings are for convenience only and shall not affect interpretation. 
 
2. Application of Conditions 
2.1 These Conditions apply to all Contracts entered into by the Company and shall prevail over any terms proposed by the Customer. 
2.2 No variation of these Conditions shall be binding unless agreed in writing and signed by a director of the Company. 
2.3 The Customer confirms that it has not relied on any statement, representation or warranty not expressly set out in the Contract. 
 
3. Quotations and Orders 
3.1 All quotations are valid for 30 days unless otherwise stated and do not constitute an offer. 
3.2 A Contract shall only be formed upon written acceptance of the Customer’s order by the Company. 
3.3 The Company reserves the right to refuse any order at its discretion. 
 
4. Descriptions, Specifications and Samples 
4.1 All descriptions, specifications, drawings, dimensions, weights and samples are approximate only and are intended as a general guide. 
4.2 No such information shall form part of the Contract or give rise to any contractual liability. 
 
5. Price 
5.1 All prices are exclusive of VAT, which shall be charged at the prevailing rate. 
5.2 Prices are based on costs at the date of quotation and may be adjusted prior to delivery to reflect increases in material, labour, transport or other costs. 
5.3 Where quantities ordered differ from those quoted, the Company reserves the right to amend pricing accordingly. 
 
6. Delivery and Collection 
6.1 Delivery dates are estimates only and time shall not be of the essence. 
6.2 The Company shall not be liable for loss or damage arising from late or non-delivery. 
6.3 Delivery may be made by instalments, each instalment constituting a separate Contract. 
6.4 Risk in the Goods shall pass to the Customer upon delivery or collection. 
6.5 Where Goods are not accepted or collected when ready, the Company may store the Goods at the Customer’s risk and expense and invoice accordingly. 
6.6 Quantity variations of up to 10% shall not entitle the Customer to reject the Goods or terminate the Contract. 
 
7. Inspection and Acceptance 
7.1 The Customer shall inspect the Goods immediately upon delivery or collection. 
7.2 Any shortages or defects must be notified in writing within seven (7) days of delivery and before the Goods are used. 
7.3 Failure to notify within this period shall constitute acceptance of the Goods. 
 
8. Payment 
8.1 Payment shall be made in full, without deduction, set-off or counterclaim, within thirty (30) days from the date of the invoice, unless otherwise agreed in writing by the Company. 
8.2 Interest shall accrue on overdue amounts at 4% per annum above the base lending rate of Lloyds Bank plc, calculated daily from the due date until payment is made in full, whether before or after judgment. 
8.3 The Company may suspend manufacture, delivery or performance of any Goods and/or Services where any sum owed by the Customer to the Company is overdue or where an Insolvency Event occurs. 
8.4 Credit Terms and Status 
Any credit terms, credit limits or payment facilities offered by the Company are granted subject to status and may be withdrawn, reduced or amended by the Company at any time without notice. 
8.5 Pro Forma Accounts 
All new Customer accounts shall operate on a pro forma (payment in advance) basis for the first three (3) orders. Following completion of three orders, the Customer may apply for a credit account, which shall be subject to approval at the Company’s sole discretion. 
8.6 Right to Vary Credit and Require Security 
The Company reserves the right at any time to require payment in advance, impose or vary credit limits, require security for payment, or vary the Customer’s payment terms where the Company reasonably believes the Customer’s ability to pay is impaired. 
8.7 Allocation of Payments 
The Company may appropriate any payment received from the Customer against such invoices or sums as it may determine, notwithstanding any purported allocation by the Customer. 
8.8 Recovery of Costs 
The Customer shall indemnify the Company against all reasonable costs and expenses incurred in recovering overdue sums, including but not limited to legal costs (on a full indemnity basis), court fees, debt collection agency fees and administrative costs. 
 
9. Retention of Title and Repossession 
9.1 Title to the Goods shall not pass to the Customer until the Company has received payment in full for all Goods and/or Services supplied. 
9.2 Until title passes, the Customer shall store the Goods separately, clearly marked as the Company’s property, keep them insured and not encumber them. 
9.3 The Company may enter the Customer’s premises to recover Goods where payment has not been made. 
9.4 Where the Goods are resold prior to payment, the Customer shall hold the proceeds on trust for the Company. 
 
10. Manufacture and Tolerances 
10.1 The Company may substitute materials of equivalent or superior quality. 
10.2 Dimensions are subject to a tolerance of ±3mm. 
10.3 Weights are approximate and may vary provided performance is not materially affected. 
10.4 Tooling, plates, dies and set-up costs required for the Customer’s order shall be charged to the Customer. 
 
11. Artwork, Materials and Intellectual Property 
11.1 Artwork, origination, printing plates and tooling supplied by the Company shall be charged unless otherwise agreed. 
11.2 All intellectual property rights remain with the Company until paid for in full. 
11.3 The Company accepts no responsibility for errors in artwork approved by the Customer. 
11.4 Materials supplied by the Customer are used at the Customer’s risk and the Company shall not be liable for defects arising from such materials. 
 
12. Warranty, Regulatory Compliance and Remedies 
12.1 The Company warrants that it has good title to the Goods. 
12.2 Subject to notification within seven (7) days of delivery, the Company shall, at its option, repair or replace defective Goods where the defect arises solely from the Company’s workmanship, materials or manufacture. 
12.3 The Company shall have no liability whatsoever for any defect, failure, loss or claim arising from or in connection with: 
formulations, specifications, designs or instructions supplied by the Customer; 
materials, components, packaging, artwork or goods free-issued or otherwise supplied by the Customer or any third party on the Customer’s behalf; or 
the unsuitability, incompatibility or regulatory non-compliance of any such Customer-supplied items. 
12.4 Regulatory Responsibility 
The Customer acknowledges and agrees that it is solely responsible for ensuring that, prior to placing the Goods on the market, all required regulatory, safety and compliance documentation and testing is in place, including but not limited to: 
product stability testing; 
preservative efficacy (challenge) testing; 
Cosmetic Product Safety Reports (CPSR); 
Product Information Files (PIF); and 
any other assessments, approvals or documentation required by applicable UK, EU or international law. 
12.5 The Company may, at the Customer’s request, facilitate or arrange stability testing, preservative testing, CPSRs, PIFs or related regulatory services. Any such services shall only be provided upon receipt of a valid purchase order from the Customer covering the full cost of such services. 
12.6 The Company accepts no liability and no claims shall be accepted in respect of any Goods manufactured, filled, packed or supplied where the Customer has elected to proceed without the tests, reports or documentation referred to in clause 12.4 being completed and in place. 
12.7 Packaging Claims and Marketing Statements 
The Company accepts no liability whatsoever for any claims, statements, representations, instructions or other information appearing on or in connection with the packaging, labelling, artwork, marketing materials or promotional content relating to the Goods, whether supplied by the Customer or applied at the Customer’s instruction. Responsibility for the accuracy, legality and substantiation of all such claims and information rests solely with the Customer. 
12.8 At the Customer’s request, the Company may provide contact details of an independent regulatory consultancy or regulatory house capable of reviewing packaging claims and marketing statements. Any such review shall be a matter solely between the Customer and the regulatory consultancy and the Company shall have no responsibility or liability in respect thereof. 
12.9 The Customer shall indemnify the Company against all claims, losses, liabilities, costs and regulatory actions arising from or in connection with packaging claims, labelling, marketing statements or information supplied or approved by the Customer. 
12.10 All other warranties, conditions and representations, whether express or implied, including any implied warranties of satisfactory quality or fitness for purpose, are excluded to the fullest extent permitted by law. 
 
13. Liability 
13.1 Nothing in these Conditions excludes liability for death or personal injury caused by negligence. 
13.2 The Company shall not be liable for indirect or consequential loss, including loss of profit, business or contracts. 
13.3 The Company’s total liability shall not exceed the Contract price of the Goods and/or Services. 
 
14. Indemnity 
The Customer shall indemnify the Company against all claims, losses, damages and expenses arising from the Customer’s use, storage or resale of the Goods. 
 
15. Cancellation 
15.1 Orders may not be cancelled without the prior written agreement of a director of the Company. 
15.2 Where cancellation is agreed, the Customer shall be liable for all costs, expenses and charges incurred by the Company up to the point of cancellation, including but not limited to materials, labour, tooling, artwork, set-up, storage and third-party costs. 
15.3 In addition to the costs set out in clause 15.2, the Customer shall pay the Company liquidated damages equal to 15% of the total order value, which the parties agree represents a genuine pre-estimate of the Company’s loss. 
 
16. Force Majeure 
16.1 The Company shall not be liable for any failure or delay in the performance of its obligations where such failure or delay results from events, circumstances or causes beyond its reasonable control. 
16.2 Such events shall include, but shall not be limited to: acts of God; fire, flood, storm or other adverse weather conditions; war, riot, civil commotion or terrorist activity; strikes, lockouts or other industrial disputes (whether involving the Company’s workforce or that of any third party); failure or delay of suppliers, subcontractors or carriers; shortages or unavailability of raw materials, components, packaging or labour; breakdown of plant or machinery; interruption or failure of utilities or transport networks; government action, legislation or regulation (UK or otherwise); epidemics or pandemics; and any other event beyond the reasonable control of the Company. 
16.3 Where a Force Majeure event occurs, the Company shall be entitled to a reasonable extension of time for performance and may suspend or cancel the affected obligations without liability. 
 
17. Assignment and Subcontracting 
The Customer may not assign or transfer the Contract without the Company’s prior written consent. 
 
18. Entire Agreement 
These Conditions constitute the entire agreement between the parties and supersede all prior agreements or representations. 
 
19. Governing Law and Jurisdiction 
These Conditions shall be governed by and construed in accordance with English law. The courts of England and Wales shall have non-exclusive jurisdiction. 
 
End of Terms and Conditions