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Welcome to bpi.packaging website terms and conditions. These terms and conditions apply to the use of and registration with this website at www.bpipackaging.com (the "Website") and the purchase of goods (the "Goods") from the Website. Please read through them carefully before using, registering with our Website and/or placing an order.
This Website is operated by British Polythene Limited ("we", "us" or "BPI") a company registered in England & Wales, whose registered office is at One London Wall, London, EC2Y 5AB with company registration number 350729. Our VAT registration number is 268991102. Should you have any queries in relation to these terms and conditions, please contact us at firstname.lastname@example.org.
Please note that these terms and conditions will not apply to orders for Goods by a Consumer, where a "Consumer" is any natural person acting for purposes which are outside his/her business, trade or profession. If you are a Consumer and wish to purchase Goods from us, please contact us on +44(0) 1603 757550 or email@example.com, and we may make separate arrangements. All references in these terms and conditions to "you" are to the individual using the Website and references to the "Buyer" are to the organisation, firm or company that the individual acts on behalf of when ordering Goods. For the avoidance of doubt, the individual may not order Goods on their own behalf, and the Buyer is the party that purchases the Goods from BPI.
- By using, logging into or registering with this Website and/or ordering Goods you agree to be bound by these terms and conditions on your own behalf and also on behalf of the Buyer (where Goods are ordered). If you or the Buyer do not accept, or do not wish to be bound by these terms and conditions, please do not use this Website, register on this Website, log into this Website or order any Goods.
- By registering on this Website, you warrant and undertake that: (i) you are at least eighteen (18) years of age; (ii) you will comply with those obligations in these terms and conditions which apply to you directly; (iii) you have the power and capacity to bind the Buyer in accordance with these terms and conditions; and (iv) all registration and order details provided by you are and will be accurate and complete. You or the Buyer shall update us immediately should there be any change in any of the details provided to us.
Ordering Goods on the Website
- The display of Goods on our Website is not an offer to sell, and we shall be under no obligation to supply Goods ordered through this Website. When the Buyer orders Goods from this Website the Buyer is offering to buy them for the price stated, subject to these terms and conditions.
- The Buyer is solely responsible for ensuring that the terms of its order and any applicable specification are complete and accurate.
- The Buyer is deemed to have placed an order to buy Goods once it has completed the online checkout process. An order acknowledgement will then be sent to the Buyer by email, detailing the Goods it has ordered. Please note that the order acknowledgement is not an order acceptance or confirmation from us, rather it is an acknowledgement that we have received the Buyer's offer to purchase the Goods.
- We will endeavour to fulfil all orders, however regrettably it may be necessary to refuse an order in certain circumstances. Such circumstances include, without limitation, where the Goods are unavailable or shipping restrictions apply to them, we have insufficient stock to meet the order, authorisation cannot be obtained for the Buyer's payment or there has been a pricing or product description error. We will inform the Buyer by email, telephone or post if its order has been refused.
- Acceptance of an order does not occur unless and until all of the following have occurred: (i) payment has been successfully received by us in full and cleared funds; (ii) the Goods have been dispatched; and (iii) an order confirmation has been sent to the Buyer (the “Order Confirmation”). The Order Confirmation shall set out the details of the Goods in the order acknowledgement, unless we have expressly agreed otherwise with the Buyer (for example where we have agreed that alternative Goods will be supplied). The contract between us and the Buyer will be comprised of the Order Confirmation and these terms and conditions (the “Contract”). For the avoidance of doubt, the Contract is not formed if the Buyer receives notification that the order has not been accepted, or if the Buyer cancels the order before the Order Confirmation has been sent.
- No order by the Buyer which has been accepted by BPI in accordance with clause 2.5 may be cancelled by the Buyer, except with BPI's written agreement.
- The Contract shall govern the Buyer's purchase of Goods, to the exclusion of all other terms and conditions (including any terms and/ or conditions which the Buyer may purport to apply under any order, confirmation of order, specification or other document or imply by trade custom, practice or course of dealing), unless and to the extent expressly stated in the Order Confirmation (for example where this cross refers to the Buyer's specification as the applicable specification for the Goods).
- The Contract will relate only to those Goods detailed in the Order Confirmation. We will not be obliged to supply any Goods that have been ordered until the dispatch of such Goods has been confirmed in an Order Confirmation.
- As part of the checkout process, the Buyer will have the opportunity to review and correct any input errors in an order. Please ensure that the terms of orders are correct, as the Buyer is solely responsible for ensuring that the terms of an order and any applicable specification are complete and accurate.
- Any variation to the Contract must be expressly agreed by BPI in writing (including, without limitation, email).
- The Contract will be in English. Please print a copy of these terms and conditions, and the Order Confirmation, as these will form the Buyer's record of the Contract between us.
- The Buyer acknowledges that it has not relied on any statement, promise, representation or warranty made or given by, or on behalf of, BPI which is not set out in the Contract. This Clause 2.12 shall not exclude or limit BPI's liability for fraudulent misrepresentation.
Quantity and Description of Goods
- The quantity and description of the Goods shall be as set out in the Order Confirmation.
- All samples, trade cards, drawings, descriptive matter, models, specifications and advertising provided or issued by BPI, and any descriptions or illustrations contained in BPI’s catalogues, brochures or on the Website are for illustrative purposes only and do not form part of the Contract unless expressly stated in the Order Confirmation as being the specification to which the Goods are being manufactured.
- BPI may make changes to the specification to which the Goods are being manufactured where required to conform to applicable legislation without referring back to the Buyer for approval. Where any such changes are made references to specification in the Order Confirmation and clauses 8.2, 8.3 and 8.4 shall refer to the amended specification.
- All prices stated on the Website exclude VAT (where applicable) and delivery costs at the current rates as quoted in our Shipping Policy from time to time, except in the case of an obvious error. All prices are quoted in pounds Sterling. At point of purchase, VAT will be added to the sub-total if applicable. We reserve the right to change prices, promotion terms and discount terms, without prior notice but changes will not affect orders in respect of which an Order Confirmation has already been sent. We will not be obliged to supply Goods which are displayed on our Website at an incorrect price.
- We reserve the right at any time to withdraw any discount from our normal prices and/ or to revise prices to take into account inflation and/ or increases in costs including (without limitation) costs of any goods, materials, carriage, labour or overheads, the increase or imposition of any tax, duty or other levy and any variation in exchange rates.
- We accept the following credit or debit cards: Visa Credit, Visa Debit, Visa Electron, Mastercard Credit, Mastercard Debit, JCB and Meastro. Payment for Goods is by way of credit or debit card and is facilitated by WorldPay. The Buyer confirms that it is the owner of, or is specifically authorised by the owner to use, the debit or credit card used in the purchase of Goods. By ordering the Goods the Buyer will require to agree to the terms and conditions of WorldPay, which are available here. All payments are subject to verification by the card issuer. Where requested to do so, the Buyer shall provide any additional details required to allow us to process payments due from the Buyer. If the card issuer refuses to authorise the Buyer’s payment to us, we will not be liable for any delay or non-delivery.
- If the Buyer’s debit or credit card is not denominated in Sterling, the final price will be calculated in accordance with the applicable exchange rate on the date the debit or credit card company processes payment.
- Time for payment shall be of the essence of this Contract. BPI shall not be under any obligation to deliver any Goods unless and until full payment for the same has been received in full and cleared funds by BPI. Notwithstanding the forgoing, should any Goods be delivered before payment has been made, the Buyer’s obligation to make payment is not extinguished and the Buyer shall be liable to pay interest to BPI on the sum due from the due date for payment at the annual rate of 4% above the base lending rate from time to time of Lloyds TSB Bank plc, accruing on a daily basis until payment is made, whether before or after any judgment. BPI reserves the right (at its option) to alternatively claim interest under the Late Payment of Commercial Debts (Interest) Act 1998.
- If any credit is extended to the Buyer by BPI, such credit may be changed, conditioned or withdrawn at any time at the sole discretion of BPI.
- The Buyer shall make all payments due under the Contract in full without any deduction whether by way of set-off, retention, counterclaim, discount, abatement or otherwise.
- All payments made by the Buyer to BPI shall be apportioned, first to Goods which have been resold by the Buyer and then to Goods which remain in the Buyer’s possession or under the Buyer’s control notwithstanding any purported contrary apportionment by the Buyer.
- BPI shall be entitled at any time or times, without notice to the Buyer, to set off any sum or sums owing to BPI from the Buyer against any sums owed to the Buyer by BPI whether any such sum is present or future, liquidated or unliquidated, under this Contract or not and irrespective of the currency of its denomination. Any exercise by BPI of our rights under this clause shall be without prejudice to any other rights or remedies available to us under this Contract or otherwise.
- The Goods shall be delivered to the address provided by the Buyer when ordering the Goods. Any dates specified by BPI for delivery and/ or despatch of the Goods are estimates only. Time for delivery is not of the essence and shall not be made so by notice from the Buyer. Please see our Shipping Policy for estimated delivery times and charges.
- We reserve the right to deliver Goods in separate instalments.
- Our Shipping Policy applies to deliveries made inside the EU. If you wish for a delivery outside the EU please contact us on the details set out in the Shipping Policy to discuss estimated delivery times and charges. Deliveries made outside the EU may be subject to local import taxes, which are the Buyer’s responsibility where they apply. Be aware that this may delay delivery time as it will be the Buyer’s responsibility to pay the necessary charges for local authorities to release the Goods from customs.
- Subject to the other provisions of the Contract, BPI shall not be liable to the Buyer or any third party for any Losses (defined below) arising from or in connection with any delay in the delivery of the Goods (even if caused by BPI’s negligence), nor shall any delay entitle the Buyer to terminate or rescind the Contract.
- The Buyer shall be responsible for unloading the Goods at the delivery location stated in the Order Confirmation on delivery, and for providing all necessary access, equipment and manual labour for doing so. The Buyer shall indemnify and keep indemnified BPI against any and all Losses incurred by or made against any BPI Party arising from or in connection with any delay by the Buyer in unloading the Goods.
- In this Contract, the term “Losses” means loss of profit, loss of reputation, liabilities, demands, damages, costs, fines, judgments, penalties, claims, interest, expenses and all other losses (including, without limitation, any direct, indirect or consequential losses and any legal and other professional fees and disbursements, including legal and other fees and disbursements incurred in defending successfully, in whole or in part, a claim for liability).
- The Buyer shall inspect the Goods as soon as reasonably practicable following delivery and in any case within 7 days of delivery.
- Any pallets used in the delivery of Goods shall be returned as soon as possible after use to BPI’s carrier in a condition no worse than they were received at the time of delivery.
- If for any reason the Buyer refuses or fails to accept delivery of any of the Goods when they are ready for delivery, or BPI is unable to deliver the Goods because the Buyer has not taken any action necessary on its part for delivery:
- risk in the Goods shall pass to the Buyer (including for loss or damage caused by BPI’s negligence) at the time when (had it not been for the actions, or lack of action by the Buyer) delivery would have taken place;
- BPI shall be entitled (at its discretion) to store the Goods until such time(s) as delivery may be effected and recover from the Buyer any loss and/ or additional costs incurred as a result of such refusal or failure (including, without limitation, storage and insurance from the original due date of delivery); and
- BPI shall be entitled to terminate the Contract if delivery of the Goods is not effected within a reasonable time from the original due date of delivery, dispose of the Goods as BPI may (at its discretion) determine and recover from the Buyer any loss and/ or additional costs incurred as a result of such refusal or failure.
- Where Goods are sold CIF or FOB on the basis of international trade terms, the meaning given to such terms in Incoterms (as revised from time to time) shall apply and prevail over any inconsistent provisions contained in these terms and conditions.
Risk and Title
- Subject to clause 6.9.1, the Goods are at the risk of the Buyer from the time of delivery.
- Goods returned by the Buyer to BPI in accordance with the Contract shall remain at the Buyer’s risk until delivery to BPI’s premises.
- Ownership of the Goods shall not pass to the Buyer until the later of the following has occurred:
- BPI has received in full (in cash or cleared funds) all sums due to it under the Contract and all other sums which are, or which become, due to BPI from the Buyer in terms of any other contract; and
- delivery of the Goods.
- Until ownership of the Goods has passed to the Buyer, the Buyer shall:
- hold the Goods on a fiduciary basis as BPI’s bailee;
- keep the Goods free from any charge, lien or other encumbrance;
- store the Goods (at no cost to BPI) separately from all other goods of the Buyer or any third party so that they remain readily identifiable as BPI’s property;
- mark the Goods so as to be clearly identifiable as BPI’s property, provided that such markings are not indelible and do not damage the Goods;
- take proper care of the Goods and take all reasonable steps to prevent any damage to, or deterioration of, them;
- comply with the insurance requirements in clause 7.5;
- notify BPI immediately upon the happening of any of the events set out in clause 7.9;
- not destroy, deface or obscure any identifying mark or packaging on, or relating to, the Goods;
- not part with possession of the Goods otherwise than in accordance with clause 7.6; and
- give BPI such information relating to the Goods as BPI may from time to time require.
- Until ownership passes, the Buyer shall insure and keep insured the Goods for their full price against all risks to the reasonable satisfaction of BPI and shall whenever requested by BPI produce a copy of the policy of insurance. Without prejudice to the other rights of BPI, if the Buyer fails to do so all sums owing by the Buyer to BPI shall become due and payable immediately. The proceeds of any claims on such insurance policy shall be held in trust for BPI and the Buyer shall promptly account to BPI with such proceeds.
- Should the Buyer have received delivery of the Goods before ownership of the same has passed to the Buyer, the Buyer may resell the Goods before ownership has passed to the Buyer with BPI’s prior written consent (but not otherwise) provided:
- any sale will be effected in the ordinary course of the Buyer’s business at not less than the full price (being the cost of the Goods as charged by BPI to the Buyer);
- as between the Buyer and its customer, the Buyer shall sell the Goods (at the Buyer’s own cost and expense) as principal and the Buyer shall not commit BPI to any contract with or liability to the customer or any other person;
- as between BPI and the Buyer, the Buyer shall sell the Goods in a fiduciary capacity as agent for BPI; and
- notwithstanding any agreed period of credit for payment of the price of the Goods the Buyer shall pay the proceeds of such sales to BPI (up to the aggregate amount then due to BPI) within 48 hours of receipt.
- The Buyer agrees that as a consequence of its fiduciary relationship with BPI, the Buyer is under a common law duty to hold the proceeds of any such sales in trust for BPI and not to mingle such proceeds with any other monies or pay them into an overdrawn bank account, such common law duty being unaffected by and wholly independent of the Contract.
- The Buyer agrees immediately upon being so requested by BPI to assign to BPI all rights and claims which it may have against its customers arising from such sales until ownership of the Goods sold by the Buyer to its customers has passed.
- BPI reserves the right to repossess and resell any Goods to which it has retained title and BPI’s consent to the Buyer’s possession of the Goods and any right the Buyer may have to possession of the Goods shall terminate immediately if:
- any sum owed by the Buyer to BPI (whether under the Contract or otherwise) is not paid to BPI by the due date; or
- the Buyer suffers or allows any execution, whether legal or equitable, to be levied on its property or obtained against it; or
- the Buyer (being a body corporate) become unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986 or has an order made, or a resolution is passed, for its winding-up (otherwise than for the purposes of amalgamation or reconstruction previously approved in writing by BPI) or if a meeting is called to approve the appointment of a liquidator (including a provisional liquidator) or if a petition is presented to the Court for the appointment of a liquidator (including a provisional liquidator) or if a receiver, manager, administrative receiver or an administrator is appointed or a petition is presented to the Court for the appointment of an administrator or over any part of its undertaking or if circumstances arise which might entitle the Court or a creditor to appoint a liquidator (including a provisional liquidator), receiver, manager, administrative receiver or administrator or which might entitle the Court to make a winding-up order or if the Buyer takes or suffers any similar or analogous action.
- BPI shall be entitled to recover payment for the Goods notwithstanding that ownership of any of the Goods has not passed from BPI.
- The Buyer hereby grants an irrevocable right and licence to BPI and its employees, agents and subcontractors to enter upon all or any of its premises with or without vehicles during normal business hours for the purpose of inspecting and/or repossessing Goods to which BPI has retained title.
- Where BPI is unable to determine whether any Goods are the goods in respect of which the Buyer’s right to possession has terminated, the Buyer shall be deemed to have sold all goods of the kind sold by BPI to the Buyer in the order in which they sold to the Buyer.
- On termination of the Contract, howsoever caused, BPI’s (but not the Buyer’s) rights contained in this clause 7 shall remain in effect.
Warranties and Exclusive Remedy
- BPI warrants that it has good title to sell the Goods at the time when title passes to the Buyer in accordance with the Contract.
- BPI warrants (subject to the other provisions of the Contract) that at the time of delivery and for a period of 3 months from the date of delivery (or where the Buyer refuses or fail to accept delivery, the original due date for delivery) the Goods shall:
- correspond in all material respects with the written specification for the Goods that is included, or referred to, in the Order Confirmation subject in all cases to normal recognised trade tolerances; and
- be reasonably fit for any particular purpose for which the Goods are being purchased if the Buyer has communicated that purpose in writing to BPI and BPI has confirmed in writing that it accepts that the Goods are reasonably fit to be used for that purpose.
- In the case of silage film only, BPI warrants (subject to the other provisions of the Contract) that for a period of 12 months from the date of delivery (or where the Buyer refuses or fails to accept delivery, the original due date for delivery) the Goods shall not degrade as a result of exposure to ultraviolet light.
- In the case of any printed work on the Goods, where the printed work is a machine readable code or symbol:
- BPI shall print the code or symbol as specified by the Buyer in accordance with the generally accepted standards and procedures for flexographic printing on flexible substrates; and
- the Buyer shall be responsible for satisfying itself that the code or symbol reads correctly on the equipment to be used by those for whom the code or symbol is intended.
- The Buyer shall indemnify and keep indemnified BPI against any and all Losses incurred by or made against any BPI Party arising from a bar code or symbol not reading or not reading correctly for any reason except to the extent that such Losses arise from any failure of BPI to comply with clause 8.4.1 which is not attributable to an error falling within tolerances generally accepted in the trade in relation to such printing.
- BPI shall not be liable for a breach of any of the warranties in clauses 8.2, 8.3 and 8.4 unless:
- the Buyer gives written notice of the breach to BPI within 7 days of the time when it discovers or ought reasonably to have discovered the breach; and
- BPI is given a reasonable opportunity after receiving the notice of the breach of testing the relevant Goods and the Buyer (only if requested to do so by BPI) returns such Goods to BPI’s place of business for the examination to take place there.
- BPI shall not be liable for a breach of any of the warranties in clauses 8.2, 8.3 and 8.4 if:
- the Buyer makes any further use of the affected Goods after giving notice of breach; or
- the breach arises:
- because the Buyer failed to follow BPI’s instructions or (if there are none) good trade practice as to the storage, use or maintenance of the Goods; or
- in respect of silage film, because of overstretching of the film, or exposure to insecticides or any form of sulphur; or
Limitation of Liability
- Nothing in the Contract excludes or limits the liability of BPI for:
- death or personal injury caused by BPI’s negligence; or
- defective products that arise under the Consumer Protection Act 1987; or
- breach of the terms implied by section 12 of the Sale of Goods Act 1979; or
- fraud or fraudulent misrepresentation; or
- any matter which it would be unlawful for BPI to exclude or attempt to exclude its liability for.
- Subject to Condition 9.1, and where “BPI Party” means BPI, its directors, employees, agents, subsidiaries, parent and/ or associated companies and sub-contractors:
- the total liability of all BPI Parties in contract, tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise, arising under or in connection with the Contract shall be limited to the total price paid for Goods under the Contract, which in the case of any Contract that relates to an instalment of Goods (as referred to in clause 6.2) means, for the avoidance of doubt, the price for such instalment only; and
- no BPI Party shall be liable for:
- loss of revenue or profits; or
- loss of production; or
- loss of goodwill or injury to reputation; or
- loss of business; or
- loss of business opportunity; or
- loss of anticipated saving; or
- loss of, or corruption to, data or information; or
- any special, indirect or consequential loss or damage; or
- any claims by a customer of the Buyer or any third party to whom the Buyer has sold or otherwise transferred the Goods,
- BPI strongly recommends that the Buyer insures against all such potential loss, damage, expense and/ or liability.
- BPI’s prices are determined on the basis of the limits of liability set out in the Contract. The Buyer may by written notice to BPI request BPI to agree a higher limit of liability provided insurance cover can be obtained for such higher limit. BPI shall use reasonable endeavours to effect insurance up to such limit and the Buyer shall pay upon demand the amount of any and all premiums. The Buyer shall disclose such information as the insurers shall require. In no case shall the Buyer be entitled to recover from BPI more than the amount received from the insurers with whom cover is instructed in accordance with this clause 9.4.
Use of Website and Intellectual Property Rights
- Unless otherwise stated, the copyright, trademarks and other intellectual property rights in all material on this Website (including without limitation photographs, descriptions of Goods and graphical images) are owned by or licensed to BPI. Neither you nor the Buyer are granted any rights in the copyright, trademarks and other intellectual property rights in any of the material on this Website.
- You are permitted to use this Website and any material or content contained in it, only for the purpose of purchasing Goods on behalf of the Buyer. You may print off one copy, and may download extracts, of any page(s) from the Website for your personal reference, and you may draw the attention of others within your organisation to material posted on our Website. For the avoidance of doubt, any other use of this Website (including without limitation, any commercial use) is strictly prohibited. Without limitation to the foregoing generality, you must not modify the paper or digital copies of any materials you have printed off or downloaded in any way, and you must not use any illustrations, photographs, video or audio sequences or any graphics separately from any accompanying text. None of material or contents contained in this Website may be reproduced, stored, transmitted, displayed, distributed, sold, commercially exploited, or included in any public or private electronic retrieval system or service and no derivative works may be made in relation thereto.
Content and Access
- BPI endeavours to ensure that the information on this Website is correct and complete; however, we do not warrant the accuracy and completeness of the information on this Website. The material on this Website is provided “as is” without any conditions, warranties or other terms of any kind. We exclude all representations, warranties, conditions and other terms which might have effect in relation to this Website. Other than as expressly set out in the Contract, information relating to the description and use of the Goods is for information purposes only and no reliance should be placed on such information.
- We reserve the right to make changes to the material on this Website, or to the Goods and prices described in it, at any time without notice. The material on this Website may be out of date, and we make no commitment to update such material.
- While we try to make this Website available 24 hours a day, we will not be liable if for any reason this Website is unavailable at any time or for any period. Access to this Website may be suspended temporarily and without notice in the case of system failure, maintenance or repair, or for reasons beyond our control or in order to improve, update or amend the material on the Website. We do not promise that this Website will be error free or free from any harmful components.
- If you (or any other individual acting on behalf of the Buyer) choose, or you are provided with, a user identification code, password or any other piece of information as part of our security procedures, you must treat such information as confidential, and you must not disclose it to any third party, other than those who also act on behalf of the same Buyer that you do, and who reasonably require to know it. We have the right to disable any user identification code or password, whether chosen by you or another Website user, or allocated by us, at any time, if in our opinion you (or any other individual acting on behalf of the same Buyer) have failed to comply with any of the provisions of these terms and conditions. You must notify us immediately if you believe that a password is known by an unauthorised party, or if it is likely to be used in an unauthorised manner. If so, you must change the password immediately.
- You and/or the Buyer are responsible for making all arrangements necessary for you to have access to the Website. You, and/or the Buyer, are responsible for ensuring that all persons who access the Website through their internet connection are aware of these terms, and that they comply with them.
Acceptable Use Policy
- You may use or register with this Website only for lawful purposes. You may not use or register with this Website in any way that breaches any applicable local, national or international law or regulation or in any way that is unlawful or fraudulent, or has any unlawful or fraudulent purpose or effect. You also agree not to access without authority, interfere with, damage or disrupt any part of this Website or any software used in the provision of this Website.
- The Buyer agrees to indemnify the BPI Parties fully from and against all claims, liability, damages, losses, costs (including reasonable legal fees) arising out of any breach of these terms and conditions by you, or your use of or registration with this Website, or the use by an unauthorised person using your Buyer’s registration details. We may terminate your use of or registration with this Website or prohibit your Buyer from purchasing further Goods through this Website if we consider you (or any other individual acting on behalf of your Buyer) have breached these terms and conditions.
- You must not misuse this Website by knowingly introducing viruses, trojans, worms, logic bombs or other material which is malicious or technologically harmful. You must not attempt to gain unauthorised access to the Website, the server on which this Website is stored or any server, computer or database connected to this Website. You must not attack this Website via a denial-of-service attack or a distributed denial-of service attack.
- We will report any such breach of this provision to the relevant law enforcement authorities with whom we will co-operate by disclosing your identity to them. In the event of such a breach, your (and your Buyer’s) right to use or be registered with this Website will cease immediately.
- We will not be liable for any loss or damage caused by a distributed denial-of- service attack, viruses or other technologically harmful material that may infect computer equipment, computer programs, data or other proprietary material due to your use or registration with of this Website or to your downloading of any material posted on it, or on any website linked to it.
Links to and from other Websites
- If links to third party websites are used then you automatically leave this Website and you do so entirely at your own risk. We are not responsible for third party websites, their advertising, content, availability or privacy policies, nor for any damage, loss or offence caused or alleged to be caused by use or reliance on any of the foregoing. We do not endorse or make any representations about them, any material found there, or any results that may be obtained from using them. These links are provided entirely for information and convenience only. You should carefully review the terms and privacy policies of all other websites that you visit.
- If you or the Buyer would like to create a link to this Website, it may only be to the home page, and in accordance with this clause 14.2. Links must be made in a way that is fair and legal and on the basis that the link is to, but does not replicate, the home page of this Website, and subject to the following conditions:
- there is no attempt to remove, distort or otherwise alter the size or appearance of or copy BPI’s trademarks or logos;
- a frame or any other browser or border environment around this Website is not created;
- there is no implication that we are endorsing any products or services other than our own;
- there is no misrepresentation of the relationship between BPI and you or the Buyer, nor is there any other false information about BPI or BPI’s products or damage to BPI’s reputation or taking advantage of it;
- there is no other use any of BPI’s trademarks displayed on this Website without BPI’s express written permission;
- there is no link from a website that you or the Buyer does not own;
- the linked website does not contain content that is distasteful, offensive, controversial or which infringes any intellectual property rights or other rights of any other person, or otherwise does not comply with all applicable laws and regulations; and
- the linked website must comply in all respects with BPI’s acceptable use policy set out at clause 13 above.
- On any breach of these terms and conditions, we reserve the right to revoke the right granted in this clause, and to take any action we deem appropriate.
Changes to these Terms
- These terms and conditions may be updated and/or varied from time to time. You should check the Website regularly to review the most current terms and conditions.
- You and the Buyer will be subject to the terms and conditions in force at the time of use of the Website. The Buyer will be subject to the terms and conditions in force at the time that Goods are ordered, unless any change to these terms and conditions is required to be made by law or governmental authority (in which case it will apply to previous use of the Website and/or orders previously placed), or if we notify you the Buyer of the change to those policies or these terms and conditions before we send the Order Confirmation (in which case we have the right to assume that the Buyer has accepted the change to the terms and conditions, unless the Buyer notifies us to the contrary within 7 working days of receipt of the Goods).
Third Party Rights and Intellectual Property
- The Buyer shall indemnify and shall keep indemnified BPI from and against any and all Losses incurred by or made against any BPI Party arising from:
- any claim by a customer of the Buyer or any third party to whom the Buyer has sold or otherwise transferred the Goods or any other use of the Goods; and
- BPI’s manufacture and supply of the Goods in compliance with the Buyer’s requirements and/ or specifications for the Goods, including without limitation infringing any intellectual property rights of any third party and/ or the printing of any unlawful or libellous matter on the Goods.
- You shall indemnify and shall keep indemnified BPI from and against any and all Losses incurred by or made against any BPI Party arising from any defect in your authority to bind the Buyer, of which BPI was not aware prior to the Losses being so incurred or made.
- Without prejudice to clause 16.1, where Goods are exported for use outside the United Kingdom or the country of delivery, BPI shall have no liability to the Buyer if the Goods infringe or are alleged to infringe the rights of any third party and BPI hereby excludes to the fullest extent permissible under applicable law all such liability for any and all Losses suffered by the Buyer arising out of such infringement.
- If at any time any allegation of infringement of third party intellectual property rights is made or is likely to be made BPI may, at its absolute discretion and own expense:
- modify or replace the Goods without detracting from their overall performance, so as to avoid infringement; or
- procure for the Buyer the right to continue to use the Goods; or
- repurchase the Goods at the price paid by the Buyer less depreciation at such rate as is applied by BPI to its own equipment.
- The Buyer shall notify BPI immediately of any claim made or action brought or threatened in respect of the Goods alleging infringement of the rights of any third party. BPI shall be entitled, at its absolute discretion, to take control over the conduct of any such proceedings in such manner as it shall, at its absolute discretion, determine. In such circumstances the Buyer shall provide all such reasonable assistance as BPI may request and the cost of any such proceedings shall be borne by BPI.
- Art work, sketches, pallets, gravure printing equipment and end plugs remain BPI’s property unless their entire cost is included in the price and this is expressly stated in the Order Confirmation.
- If one or more of the events specified in clause 7.9 occurs, BPI may, without prejudice to any of its other rights:
- stop any Goods in transit;
- suspend further deliveries to the Buyer;
- exercise its rights under clause 7; and/ or
- by notice in writing to the Buyer terminate any Contract with the Buyer with immediate effect.
- BPI shall also be entitled to terminate any Contract by written notice with immediate effect if:
- there is a change of control of the Buyer which has not been approved in writing by BPI; or
- the financial position of the Buyer deteriorates to an extent that, in the opinion of BPI, the Buyer’s capability to fulfil its obligations under the Contract is placed in jeopardy.
- The Buyer shall promptly notify BPI in writing of any change of control.
- Upon termination of any Contract any indebtedness of the Buyer to BPI shall become immediately due and payable notwithstanding any provision to the contrary in such Contract and BPI shall be relieved of any further obligation to supply any Goods to the Buyer pursuant to such Contract.
- The provisions of the Contract which expressly or, by the nature of their terms, are implicitly intended to survive termination shall survive termination of the Contract.
Lien and the Buyer's Property
- BPI shall be entitled to a general lien on all Goods and property owned by the Buyer in BPI’s possession (although the Buyer may have paid for them in full) in satisfaction of the whole or part, as the case may be, of the unpaid price of Goods sold and delivered to the Buyer under any Contract.
- Any property of the Buyer in BPI’s possession or under its control and all property supplied to BPI by, or on behalf of, the Buyer shall be held by BPI at the Buyer’s risk.
All drawings, designs, specifications and information prepared by BPI shall be treated as confidential and shall not be discolsed to any third party without BPI's prior written consent or used by the Buyer other than for the purposes authorised in writing by BPI.
Licences and Consents
If any licence or consent of any competent authority is required for the acquisition, carriage or use of the Goods by the Buyer, the Buyer shall obtain this at its own expense and if requested produce evidence of the same to BPI on demand. Failure to obtain any licence or consent shall not entitle the Buyer to withhold or delay payment of the price. Any additional expenses or charges incurred by BPI resulting from such failure shall be reimbursed by the Buyer promptly.
- BPI may assign, transfer, mortgage, subcontract or deal in any other manner with the Contract or any part of it to any person, firm or company.
- Neither you, nor the Buyer shall not be entitled to assign the Contract or any part of it without the prior written consent of BPI, which consent BPI may refuse or make conditional in its absolute discretion.
- 22.1 BPI shall not be in breach of the Contract, nor liable to you or the Buyer for any Losses arising from BPI’s performance of the Contract being prevented, hindered, delayed, cancelled or rendered uneconomic, by reason of acts, circumstances, events, omissions and/ or accidents beyond BPI’s reasonable control (a “Force Majeure Event”), including but not limited to any of the following:
- epidemic or pandemic or any act of God, including but not limited to fire, flood, earthquake, windstorm or other natural disaster;
- war, threat of or preparation for war, armed conflict, imposition of sanctions, embargo or similar actions;
- terrorist attack, civil war, civil commotion or riots;
- any labour dispute, including but not limited to strike, industrial action or lock-out;
- fire, explosion or accidental damage;
- loss at sea;
- nuclear, chemical or biological contamination;
- failure of plant or machinery;
- difficulty or increased expense in obtaining workmen materials or transport, or other similar circumstances affecting the supply of the Goods;
- difficulty in obtaining raw materials by BPI’s normal source of supply;
- difficulty in the manufacture of the Goods by BPI’s normal means; and
- difficulty in the delivery of the Goods by BPI’s normal route or means of delivery.
- In the case of a Force Majeure Event, BPI may in its absolute discretion terminate the Contract or cancel delivery of Goods to the Buyer or may, with the Buyer’s agreement, deliver Goods at an agreed rate of delivery commencing after any suspension of deliveries.
- If due to a Force Majeure Event BPI has insufficient stocks to meet all of its commitments, BPI may apportion available stocks between its customers at its absolute discretion.
Health and Safety
- Without prejudice to the provisions of clauses 8 and 9, the Buyer agrees to pay due regard to any information supplied by BPI relating to the use and/ or maintenance of the Goods.
- Without prejudice to the provisions of clause 7, the Buyer shall ensure that Goods are safely and securely stored at all times.
If any provision of the Contract or part of any provision is found by any court, tribunal or administrative body of competent jurisdiction to be illegal, invalid, void, voidable, unenforceable or unreasonable that provision or part-provision shall, to the extent of such illegality, invalidity, voidness, voidability, unenforceability or unreasonableness, be deemed severable and the remaining provisions of the Contract and the remainder of such provision shall continue in full force and effect.
- Each right or remedy of BPI under the Contract is without prejudice to any other right or remedy of BPI whether under the Contract or not.
- Failure or delay by BPI 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 or at law.
- Any waiver by BPI of 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.
- 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.
- BPI may in its sole discretion refuse to supply any Goods to any party for any reason whatsoever, or decide to withdraw Goods from the Website at any time.
- The formation, existence, construction, performance, validity and all aspects of the Contract shall be governed by English law and the parties submit to the exclusive jurisdiction of the English courts.
- All communications between BPI and the Buyer about the Contract shall be in writing and shall be delivered by hand or sent by pre-paid first class post or sent by fax or email (although not SMS messaging):
- in the case of communications to BPI, to the address, fax number and/ or email address included on the Order Confirmation or otherwise notified to you by BPI; or
- in the case of communications to the Buyer, to any known address, fax number and/ or email address of the Buyer, including any such address and/ or number set out in any document which forms part of the Contract or such other address, fax number and/ or email address as shall be notified in writing to BPI by the Buyer.
- Communications shall be deemed to have been received:
- if sent by pre-paid first class post, two working days after posting (exclusive of the day of posting); or
- if delivered by hand, on the day of delivery;
- if sent by fax on a working day prior to 4.00 pm, at the time of transmission and otherwise on the next working day; or
- if sent by email on a working day prior to 4.00 pm, at the time of receipt and otherwise on the next working day.
By visiting, logging into, registering or placing an order on this Website, you consent to the collection, use and transfer of your information (including your personal data) under the terms of this policy. If you do not accept, or do not wish to be bound by this policy, please so not use this Website, register on this Website or order any Goods. Please note that you may not order Goods through this Website if you are under the age of eighteen (18).
Information we collect from you
- When you visit, log into, register or order Goods on our website, you may be asked to provide certain information about yourself including your name, contact details, billing address, delivery address and goods selections, which may be stored by us. We will also collect information about the organisation that you are ordering Goods on behalf of. As such, some of the information we collect will be personal data relating to you, and we will be under certain obligations under the Data Protection Act 1998 (the "Act") in respect of such personal data.
- We may also ask you for information when you enter a competition or promotion on our Website, and/or when you report a problem with our Website. If you contact us, we may keep a record of that correspondence. We may also, from time to time, ask you to complete surveys that we use for research purposes, should you respond to such surveys we may keep a record of your response.
- We may also keep details of your visits to our Website including, but not limited to, traffic data, location data, weblogs and other communication data, whether this is required for our own billing purposes or otherwise, and the resources that you access.
- We may collect information about your computer, including where available your IP address, operating system and browser type, for system administration and to report aggregate information to our advertisers. This is statistical data about our users' browsing actions and patterns, and does not identify any individual.
- Please note that we may collect information even if you do not order Goods from our Website.
Use of your information
- Your information will enable us to provide you with access to all parts of our Website, and where relevant, to supply the Goods you have ordered. It will also enable us to bill orders and to contact you by email, fax, post or telephone where necessary concerning orders. We will also use and analyse the information we collect so that we can administer, support, improve and develop our business, customer service and the features of this Website and our service and Goods generally.
- We may use your personal data to contact you by email, telephone, post and/or fax to notify you occasionally about important changes or developments to the Website or to let you know about new Goods and product ranges. Further, we might also use your personal data to let you know by email, telephone, post and/or fax about other Goods and services which we offer which may be of interest to you. By using this Site you are consenting to this use of your personal data. If you change your mind about being contacted in the future, please contact us using the details below.
- We may also use your personal data, or permit selected third parties to use your personal data, to provide you with information about goods and services which may be of interest to you. We or they may contact you about these by email, telephone, post and/or fax. We may further use, or permit selected third parties to use, your personal data to enable us to track and analyse Site traffic and visitor trends and improve your browsing experience. To do this, we presently use Google Analytics which tracks and analyses the traffic and visitor trends of the Website. For further details of Google Analytics, please see our Cookies Policy at Section 4, below. By using this Site you are consenting to this use of your personal data. If you do not want us to use your personal data in this way, please contact us on the details below.
- All information you provide to us is stored securely on our servers. Any payment transactions will be encrypted using MS SQL database technology. Where we have given you (or where you have chosen) a password which enables you to access certain parts of the Website, you are responsible for keeping this password confidential. We ask you not to share a password with anyone, other than those who reasonably require to know it within the organisation on behalf of which you are placing an order for Goods.
- Unfortunately, the transmission of information via the internet is not completely secure. Although we will do our best to protect your personal data, we cannot guarantee the security of your data transmitted to our Website; any transmission is at your own risk. Once we have received your information, we will use strict procedures and security features to try to prevent unauthorised access.
- We will retain your information for a reasonable period or for as long as the law requires.
Disclosure of your information
- The information you provide to us may be accessed by or given to third parties for the following purposes:
- we may disclose your personal data to any member of our group, which means our subsidiaries, our ultimate holding company and its subsidiaries;
- we may employ other companies and individuals to perform functions in certain situations on our behalf. Examples of these functions include e-mail, providing marketing assistance and data analysis, handling credit card transactions, fulfilling orders and providing customer service. These agents have access to the personal data required in order to perform their functions but may not use it for any other purpose;
- we may also pass aggregate information on the usage of our Website, where relevant, to maintain, improve and manage our Website, but this will not include information that can be used to identify you; and
- we will release personal data on users of the Website where we are required to do so by law. We may also do this in the event that we sell or buy any business or assets, in which case we may disclose your personal data to the prospective seller or buyer of such business or assets. We may also exchange other information with other companies and organisations for fraud protection and credit risk reduction.
- Unless required to do so by law, we will not otherwise share, sell or distribute any of the information you provide to us without your consent.
- Our Website may, from time to time, contain links to and from the websites of our partner networks, advertisers and affiliates. If you follow a link to any of these websites, please note that these websites have their own privacy policies and that we do not accept any responsibility or liability for these policies. Please check these policies before you submit any personal data to these websites.
Changes to this policy
We may edit this policy from time to time. Please check this policy regularly for any changes. If we make any substantial changes we may notify you by email.
- For the purposes of the Act, the data controller is British Polythene Limited, and our nominated representative for the purpose of the Act is Group Company Secretary +44 (0)1475 501000.
- You are entitled to see the personal data held about you and you may ask us to make any necessary changes to ensure that it is accurate and kept up to date. If you wish to do this, please contact us at firstname.lastname@example.org.
For any orders placed through www.bpipackaging.com for delivery inside the UK and EU, the delivery charges and times are as follows:
- All orders delivered to the UK are subject to a delivery charge of £7.50
- All orders for Shrink Guns delivered to the UK are subject to a delivery charge of £12.50
- Any orders being delivered within the EU are subject to a delivery charge of £150
- Any orders for delivery out with the EU must contact bpi.packaging via telephone (+44 (0)1603757550) or email (email@example.com)
- Deliveries within the UK will be delivered within 3 to 10 working days of the date on which the order was made