TERMS AND CONDITIONS

WEBER – BUSINESS POLICIES / GENERAL TERMS AND CONDITIONS OF SALE

Weber Packaging Solutions / Weber Marking Ltd.

BUSINESS POLICIES

1. Definitions and interpretation

In these Conditions, the following definitions apply.

“Business Day” means a day other than a Saturday, Sunday or public holiday in Scotland on which banks in Edinburgh are open for business.

“Conditions” means these General Terms and Conditions of Sale, as amended from time to time in accordance with clause 25.

“Contract” means the contract between Weber Marking Limited and the Customer for the sale and/or supply of Goods and/or Services in accordance with these Conditions.

“Customer” means the person, firm, company or other organisation purchasing Goods and/or Services from the Supplier.

“Deliverables” means documents, reports, drawings, specifications, proofs, software outputs, training materials and other materials supplied in connection with the Services.

“Goods” means all goods, products, equipment, consumables and materials supplied by the Supplier, including without limitation self adhesive labels, tags, thermal transfer ribbon, desktop barcode printers, print and apply systems, automatic labelling systems, thermal inkjet coding systems, barcode scanners, barcode verifiers, spare parts and accessories.

“Intellectual Property Rights” means patents, rights to inventions, copyright, database rights, trade marks, trade names, domain names, design rights, rights in get-up, goodwill, confidential information, know-how and all other intellectual property rights, whether registered or unregistered.

“Order” means the Customer’s order for Goods and/or Services, whether submitted in writing, by email, electronically, through the Supplier’s website, by purchase order or otherwise.

“Services” means all services supplied by the Supplier, including installation, commissioning, integration, inspection, verification, calibration, repair, preventative maintenance, onsite support, workshop repairs, consultancy, traceability consultancy, barcode consultancy, software configuration, training and technical support.

“Specification” means the agreed specification, drawing, technical requirement, print proof, artwork, barcode standard, performance requirement or other requirement recorded in writing.

“Supplier” means Weber Marking Limited, company number SC169985, registered office at Macmerry Industrial Estate, Tranent, East Lothian EH33 1HD.

Headings are for convenience only and do not affect interpretation. A reference to legislation is a reference to that legislation as amended, extended, consolidated or re-enacted from time to time.

2. Basis of contract

These Conditions apply to and are incorporated into every quotation, Order and Contract for Goods and/or Services supplied by the Supplier.

Any quotation issued by the Supplier is an invitation to treat only and is not an offer capable of acceptance.

A Contract comes into existence only when the Supplier issues written acceptance or an order acknowledgement, dispatches the Goods, commences performance of the Services, or accepts payment for the Order, whichever occurs first.

These Conditions apply to the exclusion of any terms submitted, proposed or relied upon by the Customer, including any terms contained in any purchase order, vendor onboarding form, portal, procurement system or similar document, unless expressly agreed in writing and signed by an authorised representative of the Supplier.

Catalogues, website content, brochures, illustrations, samples and technical literature are issued for general guidance only and do not form part of the Contract unless expressly incorporated in writing.

The Customer is responsible for ensuring that the terms of its Order and any applicable Specification are complete and accurate.

Where the Supplier’s website permits online ordering or electronic acceptance, the placing of an Order by electronic means and its acceptance by the Supplier creates a binding Contract subject to these Conditions.

3. Scope of supply

The Supplier may supply manufactured or converted labels and related consumables, third-party equipment and components, bespoke and integrated systems, installation and maintenance services, and consultancy and support services.

Unless expressly agreed otherwise in writing, the Supplier is not responsible for civil works, electrical works, compressed air, guarding, data cabling, site preparation, third-party line modifications, network readiness, regulatory validation, customer product approval, or compatibility with third-party hardware or software not fully disclosed before the Contract is formed.

Any statement that Goods are compatible, suitable or fit for a particular application is based on the information supplied by the Customer. Final suitability in the Customer’s live environment remains subject to clause 10 and the Customer’s own testing and validation.

4. Quotations and pricing

Unless otherwise stated in writing, quotations remain open for acceptance for 30 days from date of issue.

All prices are exclusive of VAT and any other applicable tax, duty or levy and, unless expressly stated otherwise, are also exclusive of carriage, insurance, export documentation, customs charges, travel time, mileage, accommodation, subsistence, software licences and third-party support subscriptions.

The Supplier may revise prices before acceptance of an Order if there is any increase in the cost of raw materials, transport, energy, labour, imported components, duties, taxes, exchange rates or third-party supply costs.

For ongoing or repeat supply, the Supplier may increase prices on written notice to reflect increased input costs, changes in law, changes in Specification or increases imposed by third-party suppliers.

Typographical, clerical or system errors in quotations, price lists, website listings, order acknowledgements or invoices may be corrected by the Supplier at any time.

5. Orders, artwork, proofs and approval

No Order may be cancelled, withdrawn or amended by the Customer without the Supplier’s prior written consent.

The Supplier may charge the Customer for all costs and losses arising from cancellation, suspension, rescheduling or amendment of an Order, including material purchases, production time, engineering time, artwork time, administration costs and third-party cancellation charges.

For printed labels, tags and related products, the Customer is solely responsible for the accuracy, legality and completeness of all artwork, wording, barcodes, data, symbols, colours and regulatory content submitted.

The Customer must check and approve proofs carefully and promptly. Approval of artwork, proofs, layouts, barcode content, dimensions, colours, substrates, adhesives or other production details constitutes confirmation that the Customer accepts responsibility for those approved items.

The Supplier is not liable for errors, omissions, non-compliance, misprints, barcode failures or regulatory issues arising from Customer-provided or Customer-approved artwork, data or instructions, except to the extent caused solely by the Supplier’s departure from the approved proof or agreed Specification.

The Customer warrants that all artwork, data, trade marks, designs and materials it supplies or instructs the Supplier to use do not infringe third-party rights and comply with applicable law.

6. Specifications, tolerances and changes

Goods will be supplied substantially in accordance with the agreed Specification, subject to normal manufacturing tolerances, reasonable process variation and any stated industry tolerances.

The Supplier may make changes to Goods or Services which do not materially adversely affect form, fit, function or performance, including changes required to comply with applicable law, safety requirements, component availability or good manufacturing practice.

Any Customer-requested change to the Specification, scope, delivery schedule, installation scope or Services is subject to the Supplier’s written agreement and may result in revised pricing, revised lead times and other changes to the Contract.

Bespoke, made-to-order, custom-converted, custom-printed or specially procured Goods are supplied strictly to the agreed Specification and are non-returnable except where clause 14 applies.

7. Delivery of Goods

Any delivery dates given by the Supplier are estimates only. Time for delivery is not of the essence unless expressly agreed in writing and signed by an authorised representative of the Supplier.

The Supplier may deliver the Goods in instalments. Each instalment may be invoiced separately and constitutes a separate obligation.

Delivery takes place when the Goods are unloaded at the agreed delivery location or, where the Customer collects the Goods, when the Goods are made available for collection.

The Customer must provide safe and suitable delivery conditions, including access, unloading facilities, labour and equipment as reasonably required.

If the Customer fails to accept delivery or fails to provide adequate delivery instructions, the Supplier may store the Goods at the Customer’s risk and expense, arrange redelivery at the Customer’s cost, invoice the Goods as if delivered, and after giving reasonable notice resell or dispose of the Goods and recover any shortfall and related costs.

8. Installation, commissioning and site services

Where the Supplier provides installation, commissioning or onsite Services, the Customer must ensure before attendance that the site is safe, compliant and ready, that required utilities and interfaces are available, that suitable operatives and line downtime are available, and that permits, access and inductions are in place.

The Supplier may suspend onsite work where site conditions are unsafe, unsuitable or not ready and may charge for aborted visits, waiting time, return visits and associated costs.

Unless expressly agreed otherwise, installation does not include production validation, factory acceptance testing, site acceptance testing, IQ/OQ/PQ documentation, software interfacing by third parties, or line modification beyond the stated scope.

The Customer must operate and maintain equipment only in accordance with the Supplier’s instructions and any relevant manufacturer documentation.

9. Services, support and response times

The Supplier shall perform the Services with reasonable care and skill.

Any service attendance dates, response times, target completion times or service levels are estimates unless expressly stated in a separate signed service agreement.

The Supplier may use remote diagnostics, remote support and subcontractors where appropriate.

The Supplier may charge additionally for work outside normal business hours, emergency call-outs, work outside agreed scope, parts, consumables, third-party costs, travel time, mileage, accommodation, subsistence and repeat visits caused by Customer delay, restricted access, operator unavailability or undisclosed site conditions.

The Supplier is not responsible for delays or failures in Services caused by parts shortages, courier delays, access restrictions, unsafe conditions, power or network issues, customer-side software issues or line unavailability.

10. Customer obligations and application responsibility

The Customer must cooperate with the Supplier, provide accurate and timely information and instructions, obtain all licences and permissions, comply with all laws relating to its products and labels, keep Goods properly stored and maintained, ensure operators are suitably trained, and back up all data and systems before service, repair, update or software intervention.

The Customer acknowledges that barcode readability, verification grades, print durability, adhesive performance, coding performance and system throughput may be affected by substrate, surface energy, storage conditions, transport conditions, line speed, environmental conditions, application method, cleaning regime and other variables outside the Supplier’s control.

The Customer is responsible for final in-process and end-use testing of Goods in the actual application environment before full commercial rollout.

11. Inspection, claims and acceptance

The Customer must inspect the Goods on delivery and the Deliverables and Services promptly on completion.

Any claim for shortage, damage, defect, non-conformity or service issue must be notified to the Supplier in writing within 30 days of delivery of the Goods or completion of the Services. The notice must specify the alleged issue in reasonable detail and include supporting evidence where available.

The Goods and/or Services shall be deemed accepted if no compliant written claim is made within that 30-day period.

The Customer shall not reject Goods for minor deviations, minor defects, immaterial shortages or matters within accepted tolerances.

Use, resale, conversion, printing, application, installation into production or any other commercial use of the Goods shall constitute acceptance.

12. Risk and title

Risk in the Goods passes to the Customer on delivery in accordance with clause 7.

Title to the Goods does not pass to the Customer until the Supplier has received payment in full and in cleared funds for the Goods and for all other sums due from the Customer to the Supplier under any contract whatsoever.

Until title passes, the Customer must store the Goods separately and clearly identify them as the Supplier’s property, keep them insured for full value, and not remove or obscure identifying marks.

Until title passes, the Customer may resell the Goods in the ordinary course of business only as principal and not as agent of the Supplier.

If the Customer fails to pay any sum due, becomes insolvent, or the Supplier reasonably believes the Customer is likely to become unable to pay its debts, the Supplier may enter any premises where the Goods are stored in order to recover them, and the Customer grants the Supplier an irrevocable licence to do so.

13. Payment

Unless otherwise agreed in writing, invoices are due for payment 30 days nett from date of invoice.

For capital equipment, unless otherwise agreed in writing, payment is due 40% with order, 40% on delivery of equipment to site and 20% on completion of installation and test acceptance.

The Supplier may require payment in advance, a deposit, stage payments or payment before dispatch or installation for bespoke Goods, first orders, export orders or where the Supplier considers credit risk to justify it.

Time for payment is of the essence. Payment must be made in full without set-off, counterclaim, deduction or withholding, except where required by law.

If the Customer fails to make payment when due, the Supplier may charge interest and compensation recoverable by law in respect of late payment of commercial debts, suspend performance, withhold deliveries, support or warranty service, require payment in advance for future work, and terminate the Contract or any other contract with the Customer.

Payments received may be appropriated by the Supplier to any outstanding invoice or liability of the Customer.

14. Warranty and remedies

Subject to this clause, the Supplier warrants that on delivery the Goods shall materially conform to the agreed Specification and that Services shall be carried out with reasonable care and skill.

Unless otherwise stated in writing, the following warranty periods apply from the relevant triggering date. Capital equipment, non-consumable hardware and complete systems, including desktop barcode printers, print and apply systems, automatic labelling systems, thermal inkjet coding systems, barcode scanners and barcode verifiers, are warranted for 12 months from installation or commissioning, or 15 months from delivery or shipment if earlier. Non-consumable spare parts supplied separately are warranted for 12 months from shipment. Repaired, refurbished, exchange or repair-and-return parts are warranted for 3 months from shipment or completion of repair. Self adhesive labels, thermal transfer ribbon and other consumables are warranted for 12 months from delivery solely against defects in materials and workmanship, provided they are stored, handled and used in accordance with the Supplier’s recommendations and within the agreed specification.

The warranty does not apply to defects or failures arising from fair wear and tear, misuse, neglect, accident, improper storage, failure to follow operating or maintenance instructions, unauthorised alteration or repair, use with unsuitable or incompatible materials or conditions, Customer-approved artwork or data, normal process tolerances, or defects caused by customer equipment, customer premises, third-party interfaces or utilities.

As a condition of any warranty claim, the Customer must notify the Supplier in writing within the 30-day claim window in clause 11 once the issue becomes apparent, cease using the affected Goods if reasonably requested, give the Supplier a reasonable opportunity to inspect the issue, and provide relevant batch, installation and sample information.

If a valid warranty claim is established, the Supplier may at its option repair the Goods, replace the Goods, re-perform the Services, or refund or credit the price paid for the affected Goods or Services. These remedies are the Customer’s exclusive remedies for breach of warranty to the fullest extent permitted by law.

15. Returns

No Goods may be returned without the Supplier’s prior written authorisation.

The Supplier may refuse returns of bespoke or custom-made Goods, printed labels or artworked products, opened consumables, used or damaged Goods, software or licensed items, and special-order items.

Authorised returns may be subject to inspection, restocking charges and the Goods being returned unused and in original packaging.

16. Intellectual property and tooling

All Intellectual Property Rights in the Supplier’s quotations, drawings, samples, layouts, software, firmware, systems, methods, catalogues, website content, training materials, know-how and Deliverables remain vested in the Supplier or its licensors.

The Customer acquires only those rights expressly granted in writing.

Unless otherwise agreed in writing, all tooling, plates, dies, cutters, cylinders, print files, CAD files, software configurations, templates, databases, verification settings and production methods created or used by the Supplier remain the property of the Supplier even if the Customer contributes to cost.

The Customer grants the Supplier a non-exclusive licence to use artwork, data, trade marks and materials supplied by the Customer solely for the purpose of performing the Contract.

The Customer shall indemnify the Supplier against all losses, damages, liabilities, costs and expenses arising from any claim that Customer-supplied artwork, data, wording, symbols, software or instructions infringe third-party rights or breach applicable law.

17. Software, data and cybersecurity

Where Goods or Services include software, firmware, cloud services or remote support tools, such items may be subject to separate licence terms from the Supplier or third-party licensors.

The Customer shall maintain appropriate cybersecurity, system maintenance, backups and access controls in relation to its own systems, networks and data.

The Supplier does not warrant that any software, firmware, cloud service or networked system will be uninterrupted, error-free or immune from third-party cyber events.

The Customer is responsible for backing up data before installation, service, repair, update or remote intervention. Subject to clause 19, the Supplier shall not be liable for loss, corruption or recovery of data except to the extent caused by its proven negligence.

18. Confidentiality and data protection

Each party shall keep confidential all technical, commercial and financial information of the other party disclosed in connection with the Contract and shall not use such information except for the purposes of the Contract.

This clause does not apply to information which is or becomes public other than through breach of this clause, was lawfully known before disclosure, is lawfully received from a third party, or is required to be disclosed by law or court order.

Each party shall comply with applicable data protection law in connection with any personal data processed under the Contract.

Where the Supplier processes personal data on behalf of the Customer as processor, the parties shall enter into any additional data processing terms reasonably required.

The Customer acknowledges that the Supplier may process business contact details and related personal data for contract administration, credit control, service delivery, support, warranty, compliance and legitimate business purposes.

19. Limitation of liability

Nothing in these Conditions limits or excludes liability for death or personal injury caused by negligence, fraud or fraudulent misrepresentation, breach of title to Goods, or any other liability which cannot lawfully be limited or excluded.

Subject to the previous paragraph, the Supplier shall not be liable, whether in contract, delict including negligence, breach of statutory duty or otherwise, for any loss of profit, loss of revenue, loss of business, loss of anticipated savings, loss of contract, loss of goodwill, loss of production, loss of use, recall costs, reputational loss, loss or corruption of data, or any indirect, special or consequential loss.

Subject to the previous paragraphs, the Supplier’s total aggregate liability arising out of or in connection with the Contract shall not exceed the total sums paid by the Customer under the relevant Contract.

The Customer acknowledges that the pricing of the Goods and Services has been calculated on the basis of the liability allocation set out in these Conditions.

20. Compliance with law and regulated content

The Customer is responsible for ensuring that the Goods, artwork, labels, barcodes, data and finished products used by it comply with all laws, regulations, industry standards and customer-specific requirements applicable to its products and markets.

The Supplier does not provide legal or regulatory approval services unless expressly agreed in writing.

Any consultancy, barcode grading support, traceability support or technical guidance provided by the Supplier is given in good faith based on information available at the time, but the Customer remains responsible for final legal, quality, operational and regulatory decisions.

The Customer shall comply with all applicable anti-bribery, anti-corruption, trade sanctions, import or export and modern slavery laws in connection with the Contract.

The Supplier may suspend or terminate the Contract immediately if it reasonably suspects any breach of this clause or any unlawful use of the Goods or Services.

21. Force majeure

The Supplier shall not be liable for any failure or delay in performing its obligations to the extent caused by an event beyond its reasonable control, including flood, fire, explosion, accident, war, terrorism, epidemic, pandemic, industrial dispute, shortage of labour, raw materials shortage, utility failure, cyber incident, transport disruption, port delay, supplier default, governmental action or change in law.

If such event continues for more than 90 days, either party may terminate the affected Contract on written notice without liability, except for rights accrued before termination.

22. Suspension and termination

The Supplier may suspend performance or terminate the Contract with immediate effect by written notice if the Customer fails to pay any amount due on time, commits a material breach and if remediable fails to remedy it within 14 days of notice, becomes insolvent, refuses delivery, delays installation or otherwise prevents performance for more than 30 days, or acts in a manner likely to damage the Supplier’s rights, property, reputation or legal compliance.

On termination, all invoices become immediately due and payable, the Supplier may stop work and recover Goods, and the Customer shall pay for all work done, Goods supplied, commitments made and costs incurred up to termination.

23. Set-off, lien and security

The Supplier may set off any liability of the Customer to the Supplier against any liability of the Supplier to the Customer.

The Supplier shall have a general lien over any property of the Customer in its possession for any sums due from the Customer.

24. Notices

Any notice under the Contract must be in writing and delivered by hand, pre-paid first-class post or recognised courier, or sent by email to the address notified by the receiving party.

A notice is deemed received if delivered by hand at the time of delivery, if sent by pre-paid first-class post at 9.00 am on the second Business Day after posting, and if sent by email at the time of transmission provided no delivery failure message is received, or otherwise at 9.00 am on the next Business Day.

This clause does not apply to the service of court proceedings.

25. General

The Contract constitutes the entire agreement between the parties and supersedes all prior discussions, negotiations and understandings relating to its subject matter.

The Customer acknowledges that it has not relied on any statement, representation or promise not expressly set out in the Contract.

No variation of the Contract shall be binding unless in writing and signed by authorised representatives of both parties, except that the Supplier may update these Conditions for future contracts by publishing revised terms on its website or otherwise notifying customers.

The Customer may not assign, novate, transfer, charge or otherwise deal with any of its rights or obligations under the Contract without the Supplier’s prior written consent. The Supplier may assign or subcontract any of its rights or obligations.

If any provision is held invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary and, if modification is not possible, deleted, without affecting the remaining provisions.

No failure or delay by the Supplier to exercise any right shall constitute a waiver of that or any other right.

A person who is not a party to the Contract shall have no right to enforce any term of the Contract except to the extent expressly stated otherwise and subject to the Contract (Third Party Rights) (Scotland) Act 2017.

Clauses which expressly or by implication are intended to survive termination shall continue in force after termination.

26. Governing law and jurisdiction

The Contract and any dispute or claim arising out of or in connection with it, including non-contractual disputes or claims, shall be governed by and construed in accordance with the law of Scotland.

The Scottish courts shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with the Contract, including non-contractual disputes or claims.

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