WEBER – BUSINESS POLICIES / GENERAL TERMS AND CONDITIONS OF SALE
Weber Packaging Solutions Ltd.
The Company specializes in labelling and bar coding printed labels and the supply of specialist label application machinery for a wide variety of customers. The Company is strongly committed to working in conjunction with the specific technical needs of each individual customer. Our Declaration of Compliance is available on request.
- Statutory Rights of the Customer
Nothing in our Business Policies/Terms and Conditions affects the Statutory Rights of the customer.
- Health and Safety
- In accordance with the Health and Safety at Work, etc. Act 1974 and the Consumer Protection Act
1987, Weber confirms that the goods it supplies do not present a hazard to health and safety;
(a) when properly used for the purpose for which they are designed and
(b) if the customer takes reasonable and normal precautions in their use.
- Quality Standards (ISO9001, BRC/IOP and CE Marking)
- Weber is strongly committed to continue to meet the requirements of ISO9001:2008 (quality management standard) and BRC/IOP Technical Standard for food packaging manufacturers (hygiene standard). The Company intends to meet any upgrade, development or other change in each standard.
- The ISO9001:2008 is an International Standard for a quality management system where a company
(a) needs to demonstrate its ability to consistently provide products that meet customer requirements.
(b) aims to enhance customer satisfaction through continual improvement of the system.
- The BRC/IOP Technical Standard is an industry standard which demonstrates
(a) the implementation of a satisfactory hygiene management system.
(b) the establishment of a quality management system and relevant process control procedures.
- CE Marking. The sales staff, HQ engineers and field engineers are required to be always aware of CE requirements both as regards equipment and detailed documentation.
GENERAL TERMS AND CONDITIONS
- The contents of these Business Policies/General Terms and Conditions must be read in conjunction with any Specific Terms and Conditions shown on any other documentation issued by Weber in respect of the Contract.
- Any change or amendment to Terms and Conditions must be agreed in writing by an authorised signatory of Weber. These General Terms and Conditions supersede all previous General Terms and Conditions.
In the Terms and Conditions the following definitions apply:-
- “Buyer” shall mean any potential customer and/or any person or persons, firm or firms, company or companies,
authority or authorities, who shall order or buy the Goods and shall include his or their successors, executors and personal representatives.
- “Conditions of Sale” shall mean the Terms and Conditions of Sale set out in Weber documentation.
- “Contract” shall mean any contract for the sale or supply of the goods or services by the Seller to the Buyer.
- “Customer” shall mean Buyer as defined in this section.
- “Days” shall mean Business Days applicable to Ireland.
- “Goods” shall mean any goods or services agreed in the Contract to be supplied or sold to the Buyer by Weber (including any part or parts).
- “Seller” shall mean Weber as defined in this section.
- “Terms and Conditions” shall mean the Business Policies/General Terms and Conditions as well as
- “Weber” shall mean the same as Seller and refers to Weber Marking Systems, Weber Marking Limited, Weber Labelling & Coding and/or associated organisations.
- No quotation, advertisement or issue of a catalogue by the Seller shall constitute an offer.
- No order placed with the Seller shall be binding on the Seller or deemed to be accepted by the Seller unless and until such acceptance has been intimated by an authorised representative of the Seller in writing.
- Every such order accepted by the Seller shall constitute an individual and legally binding Contract.
- The Contract between the Buyer and the Seller shall be governed in all respects by these Conditions of Sale, unless otherwise agreed in writing.
- The Seller shall not be bound by any terms or conditions set out in the Buyer’s order and these Conditions of Sale shall supersede and prevail over any other Terms and Conditions stipulated or referred to by the Buyer.
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- No previous correspondence, writings, telexes, facsimile, e-mail or verbal communications between the Buyer and the Seller regarding the Goods shall form part of or be incorporated into the contract.
- The Seller reserves the right to alter these conditions of sale from time to time by giving written notice of such alterations to the Buyer.
- The Seller reserves the right to make improvements, substitutions or modifications to any part of the goods resulting from any variation for whatever reason in the specification or technical data. The Seller will not be liable in respect of any damage caused by or resulting from such improvements, substitutions or modifications.
- No notice of cancellation of an order or Contract shall be valid unless given in writing by the Buyer to the Seller.
Once the written notice of cancellation is received the Seller reserves the right to levy a cancellation charge of up to 95% of the amount of the Contract depending on timing and other circumstances.
- Where the Contract provides for the delivery by instalments, each instalment shall be deemed to be a separate contract and non-delivery or delay in the delivery of any instalment shall not entitle the Buyer to repudiate the Contract as regards the balance thereof.
- Account Terms
Prices are quoted in € Euro unless otherwise stated and are subject to VAT (if applicable) at the current rate.
All goods are subject to availability and prices charged will be those ruling at date of despatch.
Payment Terms are strictly 30 days from invoice date.
The Seller reserves the right to charge:
- Interest on all overdue payments at 3% above the base rate of AIB. Such interest being deemed to accrue on a daily basis from the due payment date until receipt of payment and
- An administration fee of €35 or 15% of the outstanding debt whichever is the greater for late payments,
dishonoured cheques or if direct debits are rejected.
10 Labels and Media
10.1 Labels and Media – storage conditions by buyer
The seller cannot accept liability if the following guidance and advice is not adhered to.
- Storage/usage conditions
Users must appreciate that paper is a material which is rapidly and considerably affected by storage and usage conditions. Unless precautions are taken it is liable to be affected by variations in temperature and humidity. Variations in humidity are the most serious and will by changing the moisture content of the product, alter its size and strength characteristics.
The product should be stored in conditions between 40% relative humidity and 60% relative humidity. If product is stored outside these limits a progressive deterioration in performance must be expected. This may be minimized if sufficient time is allowed for acclimatisation to the conditions in which it is to be used but product exposed to extremes of humidity may be permanently damaged.
The product should be stored at a temperature between 16 °C and 25 °C (between 60 °F and 75 °F).
Transient variations outside this range will not normally affect its performance. If product is transferred from a cold room to a warm room it may experience a temporary warp. In this case time should be allowed for it to become acclimatised before being used.
- Stacking – boxes
The product should be kept in the original boxes until required for use. The boxes should be stored lid
uppermost and not directly touching a floor. They should not be stored close to pipes, radiators, hot air ducts, open windows or such like. Boxes should not be stacked more than five high, should be supported squarely at the bottom and should have no heavy weights placed upon them. Partly used boxes should not be placed within a stack but may be placed as the top box in a stack of five.
10.2 Labels and Media – general aspects
Contracts/Quotations involving Labels, Media and/or Pictorial Design, Customer Property, Preliminary work.
- Preliminary Work
All work carried out whether experimentally or otherwise at customer’s request shall be charged.
A charge may be made to cover any additional work involved where copy supplied is not clear and legible.
7 Contract (continued)
10.2 Labels and Media (continued)
Proofs of all work may be submitted for customer’s approval and the Seller shall incur no liability for any errors not corrected by the customer in proofs so submitted. Customer’s alterations and additional proofs necessitated thereby
shall be charged extra. When style type of layout is left to the Seller’s judgement, additional changes made by the customer shall be charged extra.
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- Variations in Label Quantity
Every endeavour will be made to deliver the exact quantity ordered but estimates are conditional upon margins of 10% plus or minus, the same to be charged or deducted from invoice.
- Standing Material
5.1 Metal, film, glass and other materials owned by the Seller and used by him in the production of type, plates, moulds, stereotypes, electrotypes, film-setting, negatives, positives and the like shall remain the exclusive property of the seller. Such items when supplied by the customer shall remain the customer’s property.
5.2 Type, lithographic, photographic or other work may be destroyed after the order is executed unless written arrangements are made to the contrary. In the latter event, rent may be charged.
- Customer Property
6.1 Except in the case of a Buyer who is not contracting in the course of a business nor holding himself out as doing so, Buyer’s property and all property supplied to the Seller by or on behalf of the customer shall while it is in the possession of the Seller or in transit to or from the Buyer be deemed to be at Buyer’s risk unless otherwise agreed and the Buyer should insure accordingly.
6.2 The Seller shall be entitled to make a reasonable charge for the storage of any Buyer’s property left with the Seller before receipt of the order or after notification to the Buyer of completion of the work.
- Material Supplied by the Customer
7.1 The Seller may reject any paper, plates or other materials supplied or specified by the customer which appear to him to be unsuitable. Additional cost incurred if materials are found to be unsuitable during production may be charged except that if the whole or any part of such additional cost could have been avoided but for unreasonable delay by the Seller in ascertaining the unsuitability of the materials then that amount shall not be charged to the customer.
7.2 Where materials are so supplied or specified, the Seller will take every care to secure the best results but responsibility will not be accepted for imperfect work caused by defects in or unsuitability of materials so supplied or specified.
7.3 Quantities of materials supplied shall be adequate to cover normal spoilage.
7.4 Materials supplied are at the customer’s risk and the customer should insure accordingly.
- Illegal Matter
8.1 The Seller shall not be required to print any matter which in his opinion is or may be of an illegal or libellous nature or an infringement of the proprietary or other rights of any third party.
8.2 The Seller shall be indemnified by the customer in respect of any claims, costs and expenses arising out of any libellous matter or any infringement of copyright, patent, design or of any proprietary or personal rights contained in any material printed for the customer. The indemnity shall extend to any amounts paid on a lawyer’s advice in settlement of any claim.
- Equipment Sales (including rent and leasing)
- When Weber supplies equipment, these Business Policies / General Terms & Conditions will normally be supplemented by Specific Terms & Conditions for the specific contract.
- The Specific Terms & Conditions may include sections covering;-
(a) Maintenance and service agreement (b) Installation and training (c) Recommendations about suitable
environment –adverse temperature, humidity, dust, power supply or air supply will normally invalidate the
warranty. (d) Spares – we normally recommend that the customer hold printhead spares (e) Payment terms (f) Delivery date (g) Additional requirements and recommendations.
- Unless otherwise stated, all electricity supplies should be clean and stable and also be at the required rating for voltage and amperage.
- Unless otherwise stated, all pneumatic supplies should be clean and dry and also be at the required pressure and volume.
- Unless otherwise stated, temperature, humidity, dust and general environment should be within the tolerances to be found in a normal office environment.
- If any Specific Terms & Conditions part is at variance with any part of these General Terms & Conditions, then such part of the General Terms & Condition shall be superseded
- It is incumbent on the buyer to read all equipment operating instructions if such are supplied by the manufacturer or seller.
- Copyright/Intellectual Property Rights/Patents etc
The Buyer acknowledges that any patent, copyright design, trade mark or other industrial or intellectual property rights in relation to the Goods and/or the services in which the Seller or the respective manufacturer, developer or third party has an interest shall at all times and for all purposes vest and remain vested in the Seller or such manufacturer, developer or third party.
- Each party agrees to hold all confidential information in trust and in confidence and not to use it for any purpose other than the contemplated purpose.
- Neither party shall without prior written consent of the other, disclose to any third party any confidential
information obtained from the other.
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- Technical Data
With the exception of these Conditions of Sale all information details, measurements, descriptions and illustrations contained within the Seller’s catalogues, sales literature, price lists and advertisements are intended to be construed only as of a generally informative nature and no such information shall form any part or be incorporated in any way into the Contract. Further, no statement, description warranty or recommendation made orally by the Seller shall be construed to enlarge, vary or override in any way any of the Conditions of Sale.
- Quotation Validity
Unless previously withdrawn or stated in writing by us differently, our quotations are open for acceptance within 30 days from the date thereof and are subject to confirmation at the time of such acceptance. Our quotations do not constitute offers, they may be withdrawn or amended at any time until an order has been placed by you and accepted by us.
- Attention is specifically drawn to the Seller’s and the Manufacturers instructions and safety literature in respect of the correct use and application of products that the Seller may supply.
- The Buyer shall be wholly responsible for checking that such products are entirely appropriate for the use and application to which they may be put.
- The specification and description of the goods in the Seller’s catalogues are correct to the best of the Seller’s knowledge at the time of going to press.
- In view of the rights claimed by manufacturers to change specifications without notice and whilst all reasonable care is taken to ensure that due notification of such change is given, the Buyer is advised to check the exact specification of all goods prior to order.
- Instructions for Use
Instructions for use and technical specifications are based on factory tests and/or practical experience and are correct to the best of our knowledge, but are not guaranteed correct and should be considered as guidelines in connection with the choice of product and working method. As the Buyer’s storage and working conditions are beyond our control, we cannot be presumed to accept any responsibility for results.
- Changes and Cancellation
- The Seller may change any part or all of the specification, design, materials of manufacture or delivery date or may terminate the purchase order in its entirety by giving the Buyer written notice to that effect.
- No such changes may be made by the Seller without the Buyer’s prior written consent.
- In such cases of change or termination the Buyer and the Seller will enter into bona fide negotiations with the objective of reaching an agreement on revised order value. Where termination is involved, the Seller reserves the right to decide on the disposition of outstanding suborders of the Buyer issued in direct connection with the Contract as regards part completed goods, raw materials etc.
- Nothing in these General Terms and Conditions shall limit or exclude the Purchaser’s right to cancel the Contract or any part thereof if the Seller fails to observe or perform any of its essential terms.
- Prices – packing, deliveries and modification
The prices normally include packing but exclude delivery (see clause 20). We reserve the right to modify the price from time to time.
- Packing & Pallets
- Unless otherwise stated all goods are packed in non-returnable cases
- Pallets are normally included in the price of goods
- However, there will be specified occasions, of which you will be advised, when Pallets are not in the price of the goods and you will either be charged or required to make the Pallets available for collection within 5 business days or otherwise as requested by Weber.
- The goods shall be delivered to the address specified in the order. Whilst every endeavour will be made to maintain specified dates of delivery, we shall not be liable to the Customer for late delivery of the Goods from time of despatch from our factory.
- Unless otherwise agreed, we endeavour to arrange delivery within 2 business days from day of despatch from our factory. The Buyer shall make all the necessary arrangements to take the delivery of the Goods on the day notified by Weber for delivery.
- The time of delivery of goods and performance of services is not of the essence.
- If other delivery criteria are required than from 21.2 above then specific arrangement should be made and Weber may make a delivery charge.
- Any dates specified by the Company for delivery of the Goods 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 will be within a reasonable time.
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- Damage or Loss in Transit, Returns, Co-operation
- Damage or loss in transit.
1.1 You must inspect the Goods immediately on collection by you or your nominated carrier or upon delivery by us.
1.2 We cannot accept responsibility for damage or loss in transit to Goods collected by you or your nominated carrier.
1.3 Where our nominated carriers make deliveries which are obviously damaged or short delivered then (a)
receipts must be signed as “Damaged” or “Short Delivery” and (b) our despatch department notified immediately by telephone and (c). Written notification should also be sent to our despatch department by registered mail.
(d) The packing and consignment note should be retained for inspection by the carrier’s inspector and/or our representative.
1.4 To be eligible for a claim against our nominated carriers we must notify them in writing within 2 days from receipt of goods.
- Return Goods are received back only in exceptional cases and by prior arrangement with us. Any credit for the goods we agree to have returned may be at a discount from the original price to cover handling charges and other overheads.
3.1 You must voluntarily co-operate in any claim we make against suppliers, carriers or insurers and this includes the obligation without charge by you not to dispose of the Goods for a reasonable time or before giving us a reasonable opportunity to remove the Goods, to provide witness or documentary evidence, and to provide reasonable facilities to inspect the Goods.
3.2 It is your obligation to arrange for the full co-operation of any third party (other than those third parties
contracting with us) reasonably required.
3.3 You must retain the packing and consignment note for inspection.
- Unsatisfactory Goods: The Seller shall not be liable to the Buyer in the event that the Goods, at the time of delivery, do not comply with the warranty in Clause 26 and the non-compliance is one which should have been apparent on a careful visual inspection of the Goods unless the Buyer shall have notified the Seller and the Carrier within 3 days of delivery that such inspection was impossible and shall have confirmed such notification in writing received by the Seller within 5 days of delivery.
- Replacement: Subject to the receipt of a written notification from the Buyer the Seller will normally replace any merchandise that might reach the Buyer in an unusable condition and no handling charge will be made under these circumstances.
- Disposition: The Seller will, in all cases advise the Buyer on the disposition of damaged or unusable goods, (see also Warranty clause 26.1.5 and Complaints clause 28).
- Safe Custody: Any surplus goods delivered in error shall remain the property of the Seller and the Buyer shall take all reasonable precautions for the safe custody and protection of such surplus goods until the time of their removal by the Seller in accordance with 22.3.
- Delivery Refused: The Seller reserves the right to make a re-delivery carriage charge plus 10% handling charge on all consignments tendered for delivery that are refused without justification.
- Payment in Full: Other than for transit damaged or defective product as defined in Warranty clause 26, the Buyer will pay in full for any goods returned in an unsaleable condition.
Unless otherwise agreed, if goods are delivered or services are performed by instalments, the Contract will be treated as a single Contract and not severable.
- Retention of Title
- Ownership of the goods shall remain with the Seller who reserves the right to dispose of the goods until the Seller has received payment in full.
- Such payment shall become due immediately upon the commencement of any act or proceeding in which the Buyer’s solvency is involved.
- If payment is overdue in whole or in part the Seller may (without prejudice to any of its other rights) recover or resell the goods or any of them and may enter upon the Buyer’s premises by its servants or agents for that purpose.
- Until the Seller is paid in full all monies outstanding the relationship of the Buyer to the Seller shall be fiduciary in respect of the goods or other goods in which they are incorporated or used and if the same are sold by the Buyer the Seller shall have the right to trace the proceeds thereof.
- Until title passes the Buyer shall hold the Goods as bailee for Weber and shall store or mark them so that they can at all times be identified as the Goods of Weber.
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- Weber’s Liability – Consequential Loss
- Save for the death or personal injury caused by our negligence, Weber shall under no circumstances be liable for any consequential or indirect damage or loss, however caused, including (but not restricted to) loss of business or profits, loss of goodwill, damage to trading relationships loss of data and other financial loss. (“Financial loss” in this sense does not refer to the price you have paid for the goods, which we may be liable to refund to you, in whole or in part, if
the goods are faulty or do not comply with their description). Weber’s liability in respect of all other losses shall be limited to the invoiced amount of the relevant order, provided it has been paid. (see also Warranty clause 26).
- Nothing in this Contract shall limit Weber’s liability for death or personal injury caused by its negligence.
1.1 Any supplies product shown to the satisfaction of Weber, within the time provided, to be so defective shall be replaced without charge, or Weber may issue a credit in such an amount as it deems reasonable.
1.2 Weber shall not be responsible for the specific application to which any label is applied, including but not limited to compatibility with other equipment and/or substitute material.
1.3 Our liability in respect of defective goods is strictly limited to replacement of the defective goods. Goods supplied by us are intended to be used as supplied and strictly in accordance with our instructions. Any incorrect storage, tampering with the goods or use other than instructed by us shall free us from any liability under this warranty.
1.4 Save for the death or personal injury caused by our negligence we shall not be liable for any indirect loss and/or expense (including consequential loss or loss of profit) whatsoever or howsoever arising attributable to the Goods, any defect or failure of goods supplied or the use of such Goods by you or any third party.
1.5 Where any goods supplied by the Seller are found by the Buyer to be defective within 6 calendar months after delivery the Buyer shall notify the Seller of such defect in writing and the Seller will arrange for the disposition of the goods in accordance with Clause 26.1.6. (see also clause 22.6).
1.6 The Seller shall, provided that it agrees that the goods are so defective and the goods have been paid for and at its own option either repair such goods free of charge, replace such goods or refund the Buyer the price thereof but in no circumstances whatsoever, subject to any statutory provision from time to time in force, shall the liability of the Seller in connection with any such goods exceed the price paid or agreed to be paid by the Buyer.
1.7 The Seller’s liability under this Clause is conditional upon the Buyer (a) adhering strictly to the payment terms provided in the Contract. (b) notifying the Seller the Goods in accordance with Clause 26.1.6 and (c) not attempting to repair or have repaired the goods.
1.8 There shall be no liability on the Seller in terms of this Section for any defects which in the opinion of the Seller, occur as a result of: (a) Misuse of goods or negligence on the part of any person other than the Seller. (b) Loss or theft of the goods or any part of them. (c) Damage from any cause other than by the Seller or Seller’s personnel.
(d) Unauthorised modification, alteration or repair of the goods and (e) Fair wear & tear.
- Printer Warranty
The warranty given by Weber will match the warranty given by the manufacturer who has supplied a printer to the customer via Weber.
- Printhead Warranty
The warranty given by Weber will match the warranty given by the manufacturer who has supplied a printhead to the customer via Weber – the warranty is normally subject to restrictions.
- Labels and Media Warranty
Weber supplies are warranted to be free from defects in materials or workmanship for a period of either the stated material shelf life or 6 months from date of shipment, whichever occurs first, provided that the Buyer has complied with Weber guidelines on, storage, handling, and usage of the labelling supplies in Weber supplied printers.
Weber does not warrant the performance of Weber labelling supplies on non-Weber printers.
Any supplies product shown to the satisfaction of Weber, within the time provided, to be so defective shall be replaced without charge, or Weber may issue a credit for an amount as it deems reasonable.
- Other Warranties
The above warranties are in lieu of all other warranties, expressed or implied, oral or written, statutory or
otherwise, including any implied warranty of merchant-ability or fitness for a particular purpose.
24 Retention of Title
- Be agreed between the parties hereto, or in default of agreement to be appointed for reference to arbitration under the ARBITRATION ACT 1950 or any statutory modification or re-enactment currently being in force.
- If any dispute or difference shall arise as to the meaning of this contract or any matter or thing arising out of or connected with this Contract then it shall be referred to the determination of an arbitrator.
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- The arbitrator to be appointed by agreement of the parties.
- In default of agreement within 21 days of the service upon one party of a written request to concur in such appointment of an arbitrator, then the arbitrator shall be appointed by the President for the time being of the Chartered Institute of Arbitrators.
- The award of the arbitrator shall be final and binding on both parties.
A complaint as to quality cannot be accepted unless it is made not later than 8 days after discovery and, in any case, not later than six months after delivery. (See also Damage/Loss in Transit clause 22.4 and Warranty clause 26.1.5).
Any notice given under this agreement shall be in writing and sent:
- (a) By first class pre-paid post to the last known address of the party; or (b) by fax to their last known fax number: or (c) by email to the last notified email address of the party.
- The notice shall be deemed served: (a) 2 working days after posting; or (b) upon receipt of a successful fax transmission report; or (c) after system confirmation of a successful email delivery.
- Force Majeur
Weber shall not be liable for any default due to any circumstances beyond the reasonable control of Weber including, but not limited to, war, civil unrest, riot, strike, lock-out, act of civil or military authority, power interruption, fire, flood, earthquake or shortage of supply.
- If any term or provision of the Conditions is held invalid, illegal or unenforceable for any reason by any Court or competent jurisdictions, such provision shall be severed and the remainder of the provisions hereof shall continue in full force and effect as if these Conditions had been agreed with the invalid, illegal or unenforceable provision eliminated.
- Weber may without the consent of the Buyer sub-licence its rights or obligations or any part of these Conditions.
- The headings in these Conditions are for ease of reference only and shall not affect the interpretation of any of the Conditions.
Notwithstanding any other provision of this agreement, nothing herein shall confer or is intended to confer a benefit on any third party for the purpose of the Contract (Rights of Third Parties) Act 1999 or for any other purpose.
- Entire Agreement
Each of the parties agrees that save in respect of the statements made fraudulently it shall have no remedy in respect of any untrue statement upon which it relied in entering this Agreement and that its only remedies shall be breach of contract.
Unless otherwise agreed, the contract shall be governed in all respects by Irish Law and the Seller and Buyer agree to submit to the jurisdiction of the Irish Courts.
Weber Packaging Solutions (Ireland)
Registered Office: Kilcannon Industrial Estate, Old Dublin Road, Enniscorthy, Wexford.
Company Number 136758.
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