Terms & Conditions

1. DEFINITIONS

1.1 "Branded Goods” means Goods with bespoke design, branding or labelling.
1.2 “Company” shall mean Reach Packaging (the trading name of Newspread Limited which has its registered address at Block E, Greenogue Logistics Park, Rathcoole, County Dublin) its successors and assigns or any person acting on behalf of and with the authority of Reach Packaging.
1.3 “Customer” shall mean the person or entity described as such on the invoices, application for credit, quotation, or any other forms to which these terms and conditions apply and shall mean any person acting on behalf of and with the authority of such person or entity.
1.4 “Force Majeure Event” shall mean any circumstances not within the reasonable control of the Company, including, without limitation, accident, fire, explosion, storm, tempest, flood, earthquake, subsidence, epidemic or other natural physical disaster, breakdown, Act of God, government action, civil commotion, riot, threat of or preparation of war, war, failure of power supply (including backup), inability to procure materials or any other cause beyond the control of the party affected including any form of industrial action. For the purposes of the foregoing “breakdown” means equipment failure which has resulted or will result in the Company being unable to produce or deliver the Goods.
1.5 “Guarantor” means that person (or persons), or entity, who agrees to be liable for the debts of the Customer on a principal debtor basis.
1.6 “Generic Goods” means Goods that are not Branded Goods.
1.7 “Goods” shall mean Goods supplied by the Company to the Customer and are as described on the invoices, quotation, or any other forms as provided by the Company to the Customer.
1.8 “Intellectual Property Rights” includes, without limitation, copyright (present and future), moral rights, patents, trade marks, design rights and database rights (whether or not any of these is registered and including any application for registration of any such rights), know-how, confidential information and trade secrets and all rights or forms of protection of a similar nature or having similar effect to any of these which may exist anywhere in the world
1.9 “Order” means any instructions or order submitted by a Customer for the supply of Goods.
1.10 “Price” shall mean the cost of the Goods as agreed between the Company and the Customer subject to clause 3 of this contract.
1.11 Where applicable herein the masculine shall include the feminine and neuter and the singular, the plural and vice-versa.

2. ACCEPTANCE

2.1 Any instructions received by the Company from the Customer for the supply of Goods shall constitute acceptance of the terms and conditions contained herein.
2.2 Upon acceptance of these terms and conditions by the Customer the terms and conditions are irrevocable and can only be amended with the written consent of the Company.
2.3 The company reserves the right to change these terms and conditions from time to time and the revised terms and conditions will take effect after notice is given.
2.4 The Customer undertakes to give the Company at least fourteen (14) days’ notice of any change in the Customer’s name, address and/or any other change in the Customer’s details.
2.5 No Order for Generic Goods submitted by the Customer shall be deemed to be accepted by the Company unless and until confirmed by the Company.
2.6 Where the Customer has received a quotation for Branded Goods, completed the Artwork confirmation form and submits an Order for such Branded Goods that Order will be deemed to have been accepted by the Company.
2.7 Upon acceptance of an Order by the Company the parties will have entered into a contract for the Goods in accordance with these Terms and Conditions and any other documentation issued by the Company to the Customer.
2.8 Following acceptance of an Order the Customer will be liable for the costs of the Order with payment due in accordance with the Invoice issued by the Company.

3. PRICE, TOLERANCE AND PAYMENT

3.1 All quotations are made and all orders are accepted subject to availability of raw materials and subject also to normal manufacturing tolerances as to width, length, thickness, description, print, registration and colour, dimensions being measured overall (i.e. cut to cut). Any quotation given by the Supplier shall not constitute an offer for sale or a representation that those goods are available for sale.
3.2 Quotations are valid for a period of twenty-eight (28) days only, unless otherwise agreed by the Company.
3.3 The price of the Goods as set out in a quotation or Order confirmation is based on the current price of materials, transport, labour and other prime costs of the Company including the rate of exchange of the euro. Every effort will be made to hold prices firm; however if these costs shall increase after the date of the order, the Company shall be entitled to increase the final price of the Goods payable by the Customer to reflect the increased cost.
3.4 The cost of artworks and moulds will be charged unless otherwise stated.
3.5 Time for payment for the Goods shall be of the essence and will be as stated on the invoice or any other forms. If no time is stated, then payment shall be due thirty (30) days following the date of the invoice unless otherwise agreed in writing.
3.6 Payment will be made by credit card, EFT, direct debit or by any other method as agreed to between the Customer and the Company. VAT and other taxes and duties that may be applicable shall be added to the Price except when they are expressly included in the Price.
3.7 Full settlement in accordance with our terms is necessary to ensure continuity of supply.
3.8 The Company retains legal and beneficial title to all Goods supplied until payment of all monies due on the Order is received in full.
3.9 Invoices will be issued upon delivery of the Order or part thereof and will be provided to the customer in electronic format.
3.10 Payment for an order will not be accepted from a third party. This does not confer a change in the parties contracted for that or any other orders.
3.11 If the Company in its sole discretion considers that its cost increases make it uneconomical to continue with the contract it can without liability cancel it.

4. DELIVERY OF GOODS

4.1 The Company will use its best endeavours to meet any delivery date but any date named by the Company for delivery is given as an estimate only and is not to be of the contract. The Company may deliver Goods from time to time according to its own schedules/ and availability and the Customer shall be bound to accept the Goods when available.
4.2 The company reserves the right to apply a delivery charge.
4.3 Delivery will be deemed to have occurred upon the signing of a proof of delivery note by or on behalf of the Customer.
4.4 The Customer shall make all arrangements necessary to take delivery of the Goods whenever they are tendered for delivery. In the event that the Customer is unable to take delivery of the Goods as arranged then the Company shall be entitled to charge a reasonable fee for re-delivery.
4.5 The Company shall not be liable in any way whatsoever for delivery, loss or damage in transit of Goods unless a claim is notified to the Company in writing within 7 days of delivery.
4.6 Delivery of the Goods to a third party nominated by the Customer is deemed to be delivery to the Customer for the purposes of this agreement.
4.7 The failure of the Company to deliver shall not entitle either party to treat this contract as repudiated.
4.8 The Company shall not be liable for any loss or damage whatever due to failure by the Company to deliver the Goods (or any of them) promptly or at all.
4.9 Any particulars or instructions to be supplied by the Customer, before the Company can proceed with an Order, must be furnished within a reasonable time to enable the Company to deliver the goods within the time specified.
4.10 Where an Order calls for delivery by instalments, non-delivery or delay in any instalment shall not affect the balance of the Order or entitle the Customer to cancel same.
4.11 The Company shall not be liable in any way in respect of late delivery however caused nor shall such failure be deemed to be a breach of contract. The Customer may not cancel for late delivery of whole or any part of the Order.

5. RISK & PASSING OF TITLE

5.1 While the Company retains legal and beneficial ownership of the Goods until full payment of the Order is received, nonetheless, all risk for the Goods passes to the Customer upon delivery
5.2 Until full payment of an Order has been received in full by the Company:
a) Legal and beneficial ownership of the Goods shall remain in the Company
b) Should the Goods (or any of them) be converted into a new product, whether or not such conversion involves the admixture of any other goods or thing whatsoever and in whatever properties, the conversion shall be effected by the Customer solely as agent for the Company and the Company shall have the full legal and beneficial ownership of the new product.
c) The Customer shall store the Goods and the new product referred to in (b) above separately and in such a way that they can be readily identified as being property of the Company
d) Subject to ( e) and (f) below, the Customer shall be at liberty to sell the Goods and the new product in the ordinary course of business on the basis that the proceeds of the sale shall belong to the Company to whom the Customer shall account on demand, provided that the Customer shall have no authority to enter into any contract of sale on behalf of the Company and any contract of sale shall accordingly be concluded in the name of the Customer.
e) The Company may at any time revoke the Customer’s power of sale by notice to the Customer if the Customer is in default for longer than seven days in the payment of any sums whatsoever due to the Company or if any bill of exchange, cheque or other negotiable instrument drawn or accepted by the Customer in favour of the Company is dishonoured on presentation for payment or if the Company has bona fide doubts as to the solvency of the Customer.
f) The Customer’s power of sale shall automatically cease if the Customer being an individual or where the Customer is a firm, any partner in the firm at any time commits an act of bankruptcy or has a petition or receiver or administration order presented and made against him or calls a meeting of creditors , or purports to do so or being a company goes into liquidation whether compulsory or voluntary or if a petition to wind up such a company’s business is passed or present at or if a winding up order is made against it or if it has a receiver or manager appointed of its property undertaking or assets or any part thereof or if the Customer suffers any distress or execution and or equitably to be levied on his or its property or assets or claimed against him or it.
g) Upon determination of the Customer’s power of sale under ( e) or (f) above, the Customer shall place the Goods and the new product at the disposal of the Company, who shall be entitled to enter upon premises of the Customer for the purpose of removing such Goods and new products and to remove such Goods and new products from the premises.
5.3 If any of the Goods are damaged or destroyed following delivery but prior to ownership passing to the Customer, the Company is entitled to receive all insurance proceeds payable for the Goods. The production of these terms and conditions by the Company is sufficient evidence of the Company’s rights to receive the insurance proceeds without the need for any person dealing with the Company to make further enquiries.
5.4 Receipt by the Company of any form of payment other than cash shall not be deemed to be payment until that form of payment has been honoured, cleared or recognised and until then the Company’s ownership or rights in respect of the Goods shall continue.

6. ORDER CANCELLATIONS OR AMENDMENTS

6.1 While every effort will be made to meet customers’ requirements, amendments or cancellation of any Order, or any part thereof, can only be accepted by written agreement with the Company. Unless otherwise agreed by the Company cancellation or amendment of an Order may result in a charge to the Customer of the full price of the Order. The Company shall be entitled to suspend or cancel further deliveries or other services under this and/or any other contract between the parties here to: (i) if any payment is overdue or (ii) if the Customer shall have failed to take delivery of any Goods. For the purpose of this condition, time of payment shall be of the essence of the contract. The Customer shall not be entitled to withhold or set off payment for any reason whatsoever.

7. WARRANTY

7.1 The Company warrants that upon delivery the Goods will be of merchantable quality. The Customer shall inspect the Goods as soon as possible after delivery and any claim for breach of warranty or otherwise must be made in writing within 7 days of delivery. After this date (time to be of the essence) no claims whatsoever will be entertained.
7.2 In the event of a claim submitted in accordance with Clause 4.5 or Clause 7.1 one sample of the defective Goods (but not all the Goods) must be returned to the Company’s premises at the Customer’s risk and expense to arrive within 14 days of the original delivery. The Customer must pay for all expenses incurred by the Company in connection with Goods returned under the warranty and found not to be defective. Only a senior manager of the Company can accept that Goods are defective. The Company reserves the right to collect Goods which are claimed to be damaged or defective from the Customer’s premises to expedite consideration of the complaint.
7.3 In the event of any breach of the warranty at Clause 7.1 or any other obligation it may have for the Goods the Company shall effect such repair or replacement as in its sole judgement it considers necessary to provide Goods of a merchantable quality but except for such repair or replacement the Company shall in no way whatsoever directly, indirectly or consequentially be liable for any injury loss or damage howsoever arising from or relating to such breach of warranty or obligation.
7.4 Where the Goods are to a specification or design of the Customer no liability is accepted by the Company for specification or design errors which shall remain the responsibility of the Customer.
7.5 If the Company cannot repair or replace the defective Goods their liability shall be limited to refunding the cost of the Goods only.
7.6 The warranty at Clause 7.1 shall be void if:
i. The Customer suffers or allows any other person other than the Company or its authorised agents to repair, adjust or otherwise tamper with the Goods;
ii. Any alteration whatsoever has been made to the Goods otherwise than by the Company or its authorised agent; or
iii. The Customer has not complied with his duties hereunder. In this regard time shall be of the essence in relation to the time limits set out in this Clause 7 and Clause 4.5.
7.7 Except as stated in subclause 7.1 hereof all guarantees, representations, warranties and conditions (whether express or implied by Statute or otherwise) are hereby expressly excluded and the Company shall not be liable for any injury, loss or damage whatsoever or howsoever arising and whether direct, indirect or consequential arising from or relating in any way to the Goods.

8. INTELLECTUAL PROPERTY

8.1 Where the Company has designed Goods for the Customer, then all Intellectual Property Rights in those designs shall remain vested in the Company and shall only be used by the Customer at the Company’s discretion.
8.2 Where any designs, specifications, drawings, sketches, files or logos have been supplied by the Customer for manufacture by or to the order of the Company then the Customer warrants that the use of those designs or specifications for the manufacture, processing, assembly or supply of the Goods shall not infringe the Intellectual Property Rights or any other rights of any third party and will not cause the Company to infringe any patent, registered design or trademark in the execution of the Customers order.
8.3 The Customer grants the Company, its servants and agents a licence to use the Customer’s Intellectual Property Rights for such purposes as necessary to fulfil the Order submitted by the Customer.
8.4 The Customer shall indemnify the Company against any claims by third parties for patent, trademark, design or copyright infringement or any other breach of Intellectual Property Rights or other third party rights, directly or indirectly arising out of the design, workmanship, material, construction, or use of the Goods or any other deficiency therein.
8.5 The Company may grant the Customer a licence to use the Intellectual Property Rights referred to in clause 8.1 in relation solely to the operation of the Customer’s business however, the Customer shall not use nor make copies of such Intellectual Property Rights in connection with any work or business other than the work or business specified in writing to the Company unless express approval is given in advance by the Company. Such licence shall terminate on default of payment or any other terms of this agreement by the Customer.

9. DEFAULT & CONSEQUENCES OF DEFAULT

9.1 If the Customer defaults in payment of any invoice when due, the Customer shall indemnify the Company from and against all costs and disbursements incurred by the Company in pursuing the debt including legal costs and the Company’s collection agency costs.
9.2 Without prejudice to any other remedies the Company may have, if at any time the Customer is in breach of any obligation (including those relating to payment), the Company may suspend or terminate the supply of Goods to the Customer and any of its other obligations under the terms and conditions. The Company will not be liable to the Customer for any loss or damage the Customer suffers because the Company exercised its rights under this clause.
9.3 Without prejudice to the Company’s other remedies at law the Company shall be entitled to cancel all or any part of any order of the Customer which remains unperformed in addition to and without prejudice to any other remedies and all amounts owing to the Company shall, whether or not due for payment, become immediately payable in the event that: (a) any money payable to the Company becomes overdue, or in the Company’s opinion the Customer will be unable to meet its payments as they fall due; or (b) the Customer becomes insolvent, convenes a meeting with its creditors or proposes or enters into an arrangement with creditors, or makes an assignment for the benefit of its creditors; or (c) a receiver, manager, liquidator (provisional or otherwise) or similar person is appointed in respect of the Customer or any asset of the Customer.
9.4 The Company shall be entitled to charge interest at a rate equal to 10% above base lending rate of European Central Bank (ECB) on all overdue payments as regulated in The European Communities (Late Payment in Commercial Transactions) Regulations 2002.

10. GENERAL

10.1 Each clause of this contract is severable and distinct from the others. If any provision of these terms and conditions is or becomes invalid, void, illegal or unenforceable, the validity, existence, legality and enforceability of the remaining provisions shall not be affected, prejudiced or impaired.
10.2 These terms and conditions and any contract to which they apply shall be governed by the laws of Ireland and are subject to the jurisdiction of the courts of the Republic of Ireland.
10.3 The Company shall be under no liability whatever to the Customer for any indirect loss and/or expense (including loss of profit) suffered by the Customer arising out of a breach by the Company of these terms and conditions.
10.4 In the event of any breach of this contract by the Company the remedies of the Customer shall be limited to damages. Under no circumstances shall the liability of the Company exceed the Price of the Goods.
10.5 The Customer shall not be entitled to set off against or deduct from the Price any sums owed or claimed to be owed to the Customer by the Company.
10.6 In the case of any inconsistency between these terms and conditions and any other document sent by the Customer to the Company (whatever their respective dates) in respect of the Goods, these terms and conditions shall prevail.
10.7 The Company reserves the right to correct any clerical errors made by its employees at any time.
10.8 Any quotation given is an invitation to treat only.
10.9 The exclusion and limitations contained in these general terms and conditions of sale only apply so far as permitted by the Supply of Goods (Implied Terms) Act 1973, the Consumer Credit Act 1974, and the Unfair Contract Terms Act 1977 or any other relevant statute or amendment thereof or Other thereunder.

11. FORCE MAJEURE

11.1 In the case of a Force Majeure Event occurring or any other cause outside of the Company’s control, deliveries of any order may be suspended for the duration of the stoppage, and the Company shall be under no liability for any reason.

12. STORAGE

12.1 The Company will not hold goods for longer than the agreed stock-holding period, unless otherwise specified in the signed order form.
12.2 Additional storage and/ or deliveries to agreement will be charged for.

13. BRANDED GOODS

13.1 In the case of Branded Goods, the Company will not accept liability or responsibility for any errors in proofs which have been approved by the Customer and any charges incurred by the Company in the preparation of all special tools, sketches, printed blocks, etc shall be charged extra and shall become payable upon acceptance of an Order. Customer’s property is accepted, used in processing or processed and stored entirely at Customer’s risk, and the Company does not accept liability or responsibility for loss or damage to such property whether direct or indirect or consequential arising from any cause. Where the Goods consist of printed materials alterations from the original copy or after the first proof including alterations on style will be charged extra.

14. LIABILITY and SUITABILITY

14.1 Where the Goods consist of containers, wrappers or other articles intended for use in connection with any food, drug or other substances, the Customer shall satisfy himself that such food articles or other substance is not or is not likely to be affected by any material used by the Company in the manufacture or printing of such containers, wrappers or other articles and the Company shall not be liable to the Customer or any Third Party in respect of any claim alleging that such food article , drug or substance has been adversely affected.
14.2 The suitability of the Goods for the packing of any particular commodity must be at the Customer’s risk and, unless specifically stated in writing by the Company, no warranty or condition is given or shall be implied that the goods are suitable in size, shape, capacity and quality or otherwise for the purpose for which the goods are bought.
14.3 The Customer is deemed to have satisfied themselves that the Goods are suitable for the purpose and capable of performing the function and use to which it is intended to put them including where the Customer combines the Goods with other goods or products for end use.

15. QUANTITIES

15.1 The Company cannot guarantee exact quantities and the Company shall be deemed to have fulfilled its contract by delivery of a quantity of plus or minus ten per cent of the quantity specified (or twenty-five per cent on quantities not exceeding 5000 pieces) and the Customer shall pay at contract rate for the actual quantities delivered.

16. CONSEQUENTIAL LOSS

16.1 In no circumstances shall the Company’s liability to the Customer exceed the invoice value of the Order. For the avoidance of doubt the Company shall not be liable to the Customer for loss of sales, loss of profits, loss of goodwill, loss of reputation or any special, consequential or indirect losses.

17. PURCHASE TAX/VAT

17.1 In the event of the ruling by Customs and Excise commissioners that goods forming part of this contract after the contract has been placed or after the Goods have been delivered are subject to purchase tax the Company reserves the right to charge the Customer with the purchase tax which becomes payable by subsequent invoice and the Customer shall pay such purchase tax to the Company within seven days of written notification.

18. SAMPLES

18.1 Where the goods are sold by the Company with reference to a sample the Company shall take all steps deemed necessary (by the Company) to procure compliance with the sample but shall not be responsible to the Customer for any difference which may arise for any reason between the sample and the Goods, the subject of the Order.

19. DISPUTES ABOUT COMPLIANCE WITH ORDER SPECIFICATION

19.1 The Customer shall by written notice within seven (7) days of delivery of the Goods particularise to the Company any marked material variation in the Goods from the Order specification accepted by the Company by virtue whereof the Customer wishes to reject the delivery of the said goods in whole or in part. In default of such notification the Customer shall be deemed to have accepted the Goods.
19.2 One sample of the Goods (but not all the Goods) must be returned to the Company’s premises at the Customer’s risk and expense to arrive no later than 14 days of the original delivery. The Customer must pay for all expenses incurred by the Company in connection with Goods returned under this clause and found not to be materially different to the Order specification.
19.3 Only a senior manager of the Company can accept that Goods are materially different to the Order specification. The decision of the Company shall be final.

20. QUALITY

20.1 The Company reserves the right to vary the design of the Goods wherein in its absolute discretion it considers it necessary or desirable to carry out the main purpose of this contract. The Company will endeavour to carry out all reasonable variations to the Goods requested by the Customer but shall not be obliged to accept any such request for variation and shall be entitled to make a price adjustment consequent upon any variation accepted. Quality can vary, typically in areas such as opacity of polythene; print colour shade, colour of substate; weld type, handle type and colour etc. These aspects shall be deemed to be made within manufacturing tolerance if made within + or – 10% of order specification. Whilst the Supplier will take all reasonable steps to try to match film colour, 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, density of colour and of the general clarity, haze and slip stipulated.

21. EXPORT SALES

21.1 For sales outside of Ireland: -
a) All Goods are delivered ex-works and carriage, insurance, export documentation, certification and all like expenses are charged forward to the Customer who is also responsible for all import, customs and other duties or taxes.
b) The Customer is solely responsible for obtaining all necessary export or import licences which must be produced to the Company on demand.
c) Any additional packaging required for export shipments will be charged to the Customer as an additional cost.

22. INDEMNITY

22.1 The Customer indemnifies the Company for any costs, claims, demands or expenses that arise out of or in connection with its failure or alleged failure to fulfil its obligations under this Agreement.

December 2023