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The Buyer’s attention is in particular drawn to the provisions of condition 10.4.  Directors of any Buyer which is a limited company and members of any Buyer which is a limited liability partnership should note the provisions of condition 16.


1.1   The definitions and rules of interpretation in this condition apply in these conditions.

Buyer: the person, firm or company who purchases the Goods from Carlton.

Carlton: Carlton Packaging LLP, Company Reg. No. OC380622, registered address Bridge House, Ward Road, Bletchley, Milton Keynes, Buckinghamshire, MK1 1JA.

Contract: any contract between Carlton and the Buyer for the sale and purchase of the Goods.

Delivery Point: the place where delivery of the Goods is to take place under condition 4.

Goods: any goods agreed in the Contract to be supplied to the Buyer by Carlton (including any part of parts of them).

1.2   A reference to a particular law is a reference to it as it is in force for the time being taking account of any amendment, extension, application or re-enactment and includes any subordinate legislation for the time being in force made under it.

1.3   Words in the singular include the plural and in the plural include the singular.

1.4   A reference to one gender includes a reference to the other gender.

1.5   Condition headings do not affect the interpretation of these conditions.


2.1   Subject to any variation under condition 2.3 the Contract shall be on these conditions to the exclusion of all other terms and conditions (including any terms or conditions which the Buyer purports to apply under any purchase order, confirmation of order, specification or other document).

2.2   No terms or conditions endorsed on, delivered with or contained in the Buyer’s purchase order, confirmation of order, specification or other document shall form part of the Contract simply as a result of such document being referred to in the Contract.

2.3   These conditions apply to all Carlton’s sales and any variation to these conditions and any representations about the Goods shall have no effect unless expressly agreed in writing and signed by a partner for and on behalf of Carlton.  The Buyer acknowledges that it has not relied on any statement, promise or representation made or given by or on behalf of Carlton which is not set out in the Contract.  Nothing in this condition shall exclude or limit Carlton’s liability for fraudulent misrepresentation.

2.4   Each order or acceptance of a quotation for Goods by the Buyer from Carlton shall be deemed to be an offer by the Buyer to buy Goods subject to these conditions.

2.5   No order placed by the Buyer shall be deemed to be accepted by Carlton until it is actually accepted by Carlton (in writing, in person, by telephone or in any other manner) or (if earlier) Carlton delivers the Goods to the Buyer.

2.6   The Buyer shall ensure that the terms of its order and any applicable specification are complete and accurate.

2.7   Any quotation is given on the basis that no Contract shall come into existence until Carlton accepts an order from the Buyer (in writing, in person, by telephone or in any other manner) or (if earlier) Carlton delivers the Goods to the Buyer.  Any quotation is valid for a period of 30 days only from its date, provided that Carlton has not previously withdrawn it.


3.1   The quantity and description of the Goods shall be as set out in Carlton’s quotation or acknowledgement of order.

3.2   All samples, drawings, descriptive matter, specifications and advertising issued by Carlton and any descriptions or illustrations contained in Carlton’s catalogues or brochures are issued or published for the sole purpose of giving an approximate idea of the Goods described in them.  They shall not form part of the Contract and this is not a sale by sample.

3.3   Whilst Carlton will take all reasonable steps to try to match colour, this cannot be guaranteed and the contract shall be deemed to have been performed by delivery of goods of the general shade and density of colour stipulated.

3.4   Whilst Carlton will take all reasonable steps to try to match film colours, clarity, haze and slip specifications, this cannot be guaranteed and the contract shall be deemed to have been performed by delivery of goods of the general shade and density of colour and the general clarity, haze and slip stipulated.

3.5   Carlton shall not be liable for errors in proof which have been submitted to and approved by the Buyer.


4.1   Unless otherwise agreed in writing by Carlton, delivery of the Goods shall take place at Carlton’s place of business.

4.2   The Buyer shall take delivery of the Goods within 7 days of Carlton giving it notice that the Goods are ready for delivery.

4.3   Any dates specified by Carlton 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 shall be within a reasonable time.

4.4   Subject to the other provisions of these conditions, Carlton shall not be liable for any direct, indirect or consequential loss (all three of which terms include, without limitation, pure economic loss, loss of profits, loss of business, depletion of goodwill and similar loss), costs, damages, charges or expenses caused directly or indirectly by any delay in the delivery of the Goods (even if caused by Carlton’s negligence), nor shall any delay entitle the Buyer to terminate or rescind the Contract unless such delay exceeds 90 days.

4.5   If for any reason the Buyer fails to accept delivery of any of the Goods when they are ready for delivery, if Carlton is unable to deliver the Goods on time because the Buyer has not provided appropriate instructions, documents, licences or authorisations:

(a)   Risk in the Goods shall pass to the Buyer (including for loss or damage caused by Carlton’s negligence);

(b)   The Goods shall be deemed to have been delivered; and

(c)    Carlton may store the Goods until delivery, whereupon the Buyer shall be liable for all related costs and expenses (including, without limitation, storage and insurance).

4.6   If Carlton agrees to deliver the Goods to the Buyer, the Buyer shall provide at the Delivery Point and at its expense adequate and appropriate equipment and manual labour for unloading the Goods.

4.7   If Carlton delivers to the Buyer a quantity of Goods of up to 10% more or less than the quantity specified in the Contract, the Buyer shall not be entitled to object to or reject the Goods or any of them by reason of the surplus or shortfall and shall pay for such goods at the pro rata Contract rate.

4.8   Carlton cannot guarantee that the dimensions of the Goods will be precisely as specified in the Contract and the Buyer shall accept the Goods provided:

(a)   In the case of film gauge, the thickness is within plus or minus 10% of that specified; and

(b)   In all other cases, the dimensions are within plus or minus 5% of that specified.

4.9   Carlton may deliver the Goods by separate instalments.  Each separate instalment shall be invoiced and paid for in accordance with provisions of the Contract.

4.10   Each instalment shall be deemed a separate contract and no cancellation or termination of any one Contract relating to any instalment shall entitle the Buyer to repudiate or cancel any other Contract or instalment.


5.1   THE QUANTITY OF ANY CONSIGNMENT OF Goods as recorded by Carlton upon despatch from Carlton’s place of business shall be conclusive evidence of the quantity received by the Buyer on delivery unless the Buyer can provide conclusive evidence proving the contrary.

5.2   Goods will be deemed to have been accepted by the buyer on delivery and delivery notes or signatures qualified by ‘unchecked’ will be taken that the delivery details are as delivery note states unless Carlton is notified as 5.3.

5.3   Carlton shall not be liable for any non-delivery of Goods unless the Buyer gives written notice to Carlton of the non-delivery within 7 days of the date when the Goods would in the ordinary course of events have been received.

5.4   Any liability of Carlton for non-delivery of the Goods shall be limited to replacing the Goods within a reasonable time or issuing a credit note at the pro rata Contract rate against any invoice raised for such Goods.


6.1   The Goods are at the risk of the Buyer from the time of delivery.

6.2   Ownership of the Goods shall not pass to the Buyer until Carlton has received in full (in cash or cleared funds) all sums due to it in respect of:

(a)   The Goods; and

(b)   All other sums which are or which become due to Carlton from the Buyer on any account.

6.3   Until ownership of the Goods has passed to the Buyer, the Buyer shall:

(a)   Hold the Goods on a fiduciary basis as Carlton’s bailee;

(b)   Store the Goods (at no cost to Carlton)separately from all other goods of the Buyer or any third party in such a way that they remain readily identifiable as Carlton’s property;

(c)    Not destroy, deface or obscure any identifying mark or packaging on or relating to the Goods; and

(d)   Maintain the Goods in satisfactory condition and keep them insured on Carlton’s behalf for their full price against all risks to the reasonable satisfaction of Carlton.  On request the Buyer shall produce the policy of insurance to Carlton.

6.4   The Buyer may resell the Goods before ownership has passed to it solely on the following conditions:

(a)   Any sale shall be effected in the ordinary course of the Buyer’s business at full market value; and

(b)   Any such sale shall be a sale of Carlton’s property on the Buyer’s own behalf and the Buyer shall deal as principal when making such a sale.

6.5   The Buyer’s right to possession of the Goods shall terminate immediately if:

(a)   The Buyer has a bankruptcy order made against him or makes an arrangement or composition with his creditors, or otherwise takes the benefit of any statutory provision for the time being in force for the relief of insolvent debtors, or (being a body corporate) convenes a meeting of creditors  (whether formal or informal), or enters into liquidation (whether voluntary or compulsory) except a solvent voluntary liquidation for the purpose only of reconstruction or amalgamation, or has a receiver and/or manager, administrator, administrative receiver appointed of its undertaking or any part thereof, or documents are filed with the court for the appointment of an administrator of the Buyer or notice of intention to appoint an administrator is given by the Buyer or its directors or by a qualifying floating charge holder (as defined in paragraph 14 of Schedule B1 to the Insolvency Act 1986), or a resolutions is passed or a petition presented to any court of the winding-up of the Buyer or for the granting of an administration order in respect of the Buyer, or any proceedings are commenced relating to the insolvency or possible insolvency of the Buyer; or

(b)   The Buyer suffers or allows any execution, whether legal or equitable, to be levied on his/its property or obtained against him/it, or fails to observe or perform any of his/its obligations under the Contract or any other contract between Carlton and the Buyer, or is unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986 or The buyer ceases to trade; or

(c)    The Buyer encumbers or in any way charges any of the Goods.

6.6   Carlton shall be entitled to recover payment for the Goods notwithstanding that ownership of any of the Goods has not passed from Carlton.

6.7   The Buyer grants Carlton, its agents and employees an irrevocable licence at any time to enter any premises where the Goods are or may be stored in order to inspect them, or, where the Buyer’s right to possession has terminated, to recover them.  The buyer warrants that when similar goods are purchased from Carlton on separate orders, the buyer will operate a stock rotation system such that all goods held are those delivered against the most recent orders for those goods.

6.8   In addition to any right of lien to which Carlton may by law be entitled, Carlton shall (in the event of the Buyer’s insolvency) be entitled to a general lien on all goods of Carlton in the Buyer’s possession (although such goods or some of them may have been paid for) for the unpaid price of any other goods sold and delivered to the Buyer by Carlton under the same or any other contract.

6.9   On termination of the Contract, howsoever caused, Carlton’s (but not the Buyer’s) rights contained in this condition 6 shall remain in effect


7.1    Unless otherwise agreed by Carlton in writing, the price for the Goods shall be the price set out in Carlton’s price list published on the date of delivery or deemed delivery.

7.2    Unless otherwise agreed in writing by Carlton, the price for the Goods shall be exclusive of any value added tax and all costs or charges in relation to packaging, loading, unloading, carriage and insurance, all of which amounts the Buyer shall pay in addition when it is due to pay for the Goods.


8.1   Subject to condition 8.4, payment of the price for the Goods is due in pounds sterling on the 30th day following the date on which the Goods are delivered or deemed to be delivered.

8.2   Time for payment shall be of the essence.

8.3   No payment shall be deemed to have been received until Carlton has received cleared funds.

8.4   All payments payable to Carlton under the Contract shall become due immediately on its termination despite any other provision.

8.5   The Buyer shall make all payments due under the contract in full without any deduction whether by way of set-off, counterclaim, discount, abatement, or otherwise unless the Buyer has a valid court order requiring an amount equal to such deduction to be paid by Carlton to the Buyer.

8.6   If the Buyer does not pay Carlton any sum due under the Contract on the date it becomes due for payment, then Carlton may elect by notice in writing to the Buyer to set such sum (or such part thereof as Carlton specifies) off against any monies it owes the buyer and upon such notice being given the amount owed by Carlton to the buyer will be reduced by the set-off sum.

8.7   If the Buyer fails to pay Carlton any sum due pursuant to the Contract, the Buyer shall be liable to pay interest to Carlton on such sum from the due date for payment at the annual rate of 8% above the base lending rate from time to time of National Westminster Bank plc, accruing on a daily basis until payment is made, whether before or after any judgement.

8.7   Carlton may claim compensation for any monies that are not paid on the due date in accordance with European Directive 2000/325/EC.


9.1   Carlton warrants that (subject to the other provisions of these conditions) upon delivery the Goods shall be of satisfactory quality within the meaning of the Sale of Goods Act 1979.  No warranty is given however that the Goods will be fit for the Buyer’s purpose – the Buyer must satisfy itself that the Goods are fit for any purpose the Buyer intends to use them for.

9.2   Carlton shall not be liable for a breach of the warranty in condition 9.1 nor shall Carlton be liable for any shortfall in quantity or any other defect in the Goods unless:

(a)   The Buyer gives written notice of the defect to Carlton, and, if the defect is as a result of damage in transit to the carrier, within 3 days of the time when the Buyer discovers or ought to have discovered the defect; and

(b)   Carlton is given a reasonable opportunity after receiving the notice of examining such Goods and the Buyer (if asked to do so by Carlton) returns such Goods to Carlton’s place of business at Carlton’s cost for the examination to take place there.

9.3   Carlton shall not be liable for a breach of the warranty in condition 9.1 or for any other defect in the Goods if:

(a)   The Buyer makes any further use of such Goods after giving such notice; or

(b)   The defect arises because the Buyer failed to follow Carlton’s oral or written instructions as to the storage, installation, commissioning, use or maintenance of the Goods or (if there are none) good trade practice; or

(c)    The Buyer alters or repairs such Goods without the written consent of Carlton.

9.4   Subject to condition 9.2, and condition 9.3, if any of the Goods do not conform with the warranty, or conform to condition 9.1, Carlton shall at its option repair or replace such Goods or refund the price of such Goods at the pro rata contract rate provided that, if Carlton so requests, the Buyer shall, at Carlton’s expense, return the Goods or the part of such Goods which is defective to Carlton.

9.5   If Carlton complies with condition 9.4 it shall have no further liability for a breach of the warranty in condition 9.1 in respect of such Goods.

9.6   Any Goods replaced shall belong to Carlton.


10.1  Subject to condition 4, condition 5 and condition 9, the following provisions set out the entire financial liability of Carlton (including any liability for the acts or omissions of its employees and agents) to the Buyer in respect of:

(a)   Any breach of these conditions;

(b)   Any use made or resale by the buyer of any of the Goods, or of any product incorporating any of the Goods; and

(c)    Any representation, statement or tortuous act or omissions including negligence arising under or in connection with the Contract.

10.2  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.

10.3  Nothing in these conditions excludes or limits the liability of Carlton:

(a)   For death or personal injury caused by Carlton’s negligence; or

(b)   Under section 2 (3), Consumer Protection Act 1987; or

(c)    For any matter for which it would be illegal for Carlton to exclude or attempt to exclude its liability; or

(d)   For fraud or fraudulent misrepresentation.

10.4  Subject to condition 10.2 and condition 10.3:

(a)   Carlton’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 the Contract price; and

(b)   Carlton shall not be liable to the buyer for any pure economic loss, loss of profit, loss of business, depletion of goodwill or otherwise, in each case whether direct, indirect or consequential, or any claims for consequential compensation whatsoever (however caused), which arise out of or in connection with the Contract.


The Buyer shall indemnify Carlton against all liabilities, costs, expenses, damages and losses (including any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal and other professional costs and expenses) (each a Claim) suffered or incurred by Carlton arising out of or in connection with any claim made against the Buyer for actual or alleged infringement of a third party’s intellectual property rights arising out of or in connection with names, words, designs or logos printed or displayed on Goods at the request of the Buyer.


12.1  Carlton may assign the Contract or any part of it to any person, firm or company.

12.2  The buyer shall not be entitled to assign the Contract or any part of it without the prior written consent of Carlton.


Carlton reserves the right to defer the date of delivery or to cancel the Contract or reduce the volume of Goods ordered by the Buyer (without liability to the Buyer) if it is prevented from or delayed din the carrying on of its business due to circumstances beyond the reasonable control of Carlton including, without limitation, acts of God, governmental actions, war or national emergency, acts of terrorism, protests, riot, civil commotion, fire, explosion, flood, epidemic, lock-outs, strikes or other labour disputes (whether or not relating to either party’s workforce), or restraints or delays affecting carriers or inability or delay in obtaining supplies of adequate or suitable materials, provided that, if the event in question continues for a continuous period in excess of 90 days, the Buyer shall be entitled to give notice in writing to Carlton to terminate the Contract.


14.1  Each right or remedy of Carlton under the Contract is without prejudice to any other right or remedy of Carlton whether under the contract or not.

14.2  If any provision of the contract is found by any court, tribunal or administrative body of competent jurisdiction to be wholly or partly illegal, invalid, void, voidable, unenforceable or unreasonable it shall to the extent of such illegality, invalidity, voidness, voidability, unenforceability or unreasonableness be deemed severable and the remaining provision of the Contract and the remainder of such provision shall continue in full force and effect.

14.3  Failure or delay by Carlton in enforcing or partially enforcing any provision of the Contract shall not be construed as a waiver of any of its rights under the Contract.

14.4  Any waiver by Carlton or any breach of, or any default under, any provision of the contract by the Buyer shall not be deemed a waiver of any subsequent breach or default and shall in no way affect the other terms of the Contract.

14.5  The parties to the Contract do not intend that any term of the Contract shall be enforceable by virtue of the Contracts (Rights of Third Parties) Act 1999 by any person that is not a party to it.

14.6  The formation, existence, construction, performance, validity and all aspects of the Contract shall be governed by English law and the parties subject to the exclusive jurisdiction of the English courts.


15.1  All communications between the parties about the Contract shall be in writing and delivered by hand or sent by pre-paid first class post or sent by fax:

(a)   (in case of communications to Carlton) to Carlton Packaging LLP at Bridge House, Ward Road, Bletchley, Milton Keynes, Buckinghamshire, MK1 1JA, or such changed address as shall be notified to the Buyer by Carlton; or

(b)   (in the case of communications to the Buyer) to the registered office of the addressee (if it is a company) or (in any other case) to any address of the Buyer set out in any document which forms part of the contract or such other address as shall be notified to Carlton by the Buyer.

15.2  Communications shall be deemed to have been received:

(a)   If sent by pre-paid first class post, two days (excluding Saturdays, Sundays and bank and public holidays) after posting (exclusive of the day of posting); or

(b)   If delivered by hand, on the day of delivery; or

(c)    If sent by fax on a working day prior to 4.00pm, at the time of transmission and otherwise on the next working day.

15.3  Communications addressed to Carlton shall be marked for the attention of the Partners.


16.1  Carlton only enters into contract with limited companies or limited liability partnerships (LLPs) on the understanding that the directors of the limited companies or members of the LLPs will personally guarantee payment by the company or (as the case may be) the LLP of Carlton’s invoices for the Goods.

16.2  By allowing the Buyer to enter into the Contract, all directors of any Buyer which is a limited company or (as the case may be) all members of any buyer which is a LLP jointly and severally personally guarantee payment to Carlton of all sums due to Carlton under the terms of the Contract.

16.3  The personal guarantees provided for in condition 16.2 will be enforceable against the directors or (as the case may be) members of the buyer notwithstanding any delay in collection or additional time or indulgence which Carlton may give the Buyer in relation to payment.


17.1  In the event of products produced to the Buyer’s specification such as, but not restricted to, printed or non-stock size merchandise and in the event of standard merchandise ordered by the Buyer for stocking at Carlton where this stock is to be called off for delivery as required by the customer,

(a)   Cancellation of all or part of the order may be subject to a charge up to 100% of the order value

(b)   Carlton reserves the right to deliver and invoice the balance of a call off order at any time and may do so if the order is outstanding for more than 6 months.