Frugalpac Limited: terms and conditions for the SALE of Frugal products  Last updated date: July 2020

1. Definitions and interpretation.

1.1 Definitions:
Business Day: Any day, other than a Saturday or Sunday, when banks are open for general business in England & Wales.
Conditions: The terms and conditions set out in this document.
Contract: The contract, consisting of the Order, the Order Confirmation and these Conditions, between Frugalpac as seller and the Customer as buyer of the Goods.
Customer: The person or firm who is buying the Goods from Frugalpac.
Delivery Date(s): The date(s) specified in the Order Confirmation as the date(s) for the delivery of the Goods to the Delivery Location.
Frugalpac: Frugalpac Limited, a company incorporated in England & Wales with company registration number 7600690 and with its registered office at Frugal House, 30 Wharfedale Road, Ipswich, Suffolk, IP1 4 JP.
Delivery Location: the address for delivery of the Goods set out in the Order Confirmation.
Goods: the type and quantity of Frugal products described in the Order Confirmation.
Incoterm: one of the rules set out in the Incoterms Rules 2010, published by the International Chamber of Commerce.
Intellectual Property Rights: all inventions, patents, utility models, designs (both registered or unregistered), database rights, copyright and related rights, trade marks (both registered and unregistered), rights in relation to get up and confidential information (including trade secrets), together with all rights in or to the same (including rights to the grant of and applications for the same and including all similar or analogous rights and all other rights in the nature of intellectual and industrial property throughout the world and all future rights of such nature).
Order: the order made by the Customer (a) through the Frugalpac.com website or (b) by responding to a quotation provided by Frugalpac.
Order Confirmation: the notice, entitled “Confirmation Notice”, which confirms the details of the Order and is delivered by email or other electronic means by Frugalpac to the Customer.
Specification: the current sales specification for the Goods which Frugalpac will deliver to the Customer by email or other electronic means if the Customer requests.
1.2 Interpretation:
(a) A reference to a statute or statutory provision is a reference to such statute or provision as amended or re-enacted. A reference to a statute or statutory provision includes any subordinate legislation made under that statute or statutory provision, as amended or re-enacted.
(b) Any phrase introduced by the terms including, include, in particular or any similar expression shall be construed as illustrative and shall not limit the sense of the words preceding those terms.
(c) A reference to writing or written includes emails.
2. Applications of Conditions
2.1 These Conditions apply to every Order made by a Customer, unless specifically agreed in writing. Please note, these Conditions can change from time to time, and it is up to the Customer to check the latest version of these Conditions displayed on the Frugalpac.com website before ordering Goods in case there are any changes. The Conditions displayed on the Frugalpac.com website at the time when the Customer submits an Order (which are identified by the “Last Updated Date” at the top of these Conditions) will apply to the Contract between Frugalpac and the Customer.
2.2 If a Customer has any queries about these Conditions, the Customer should contact Frugalpac during normal office hours before submitting an Order.
2.3 The submission by a Customer of an Order constitutes an offer by the Customer to buy the Goods from Frugalpac in accordance with these Conditions.
2.4 By placing an Order with Frugalpac, the Customer agrees to these Conditions. The Order is not accepted by Frugalpac and shall not be legally binding until the earlier to occur of:
(a) Frugalpac sending an Order Confirmation to the Customer; and
(b) Frugalpac sending an invoice to the Customer,
at which point the Contract shall come into existence. Once an Order is accepted, no Order may be cancelled, varied or suspended without the written agreement of Frugalpac.
2.5 The Customer waives any right it might otherwise have to rely on any term endorsed upon, delivered with or contained in any documents of the Customer that is inconsistent with these Conditions.
2.6 Any typographical, clerical or other error or omission in any sales literature, quotation, price list, Order Confirmation, invoice or other documentation or information issued by Frugalpac shall be subject to correction without any liability on the part of Frugalpac.
3. The Goods
3.1 Frugalpac warrants that at the time of delivery to the Delivery Location the Goods:
(a) correspond with the applicable Specification;
(b) are of satisfactory quality (within the meaning of the Sale of Goods Act 1979); and
(c) are free from defects in materials and workmanship.
3.2 Except as expressly provided in these Conditions, all warranties, conditions and other terms implied by law are excluded to the extent permitted by law.
3.3 The warranties contained in Condition 3.1 shall not apply unless:
(a) in respect of defects which are apparent on inspection of the Goods, the Customer notifies Frugalpac in writing, setting out in reasonable detail the nature of the breach of warranty within 7 days after the delivery of the Goods; or
(b) in relation to defects that are not apparent on inspection of the Goods, the Customer notifies Frugalpac in writing, setting out in reasonable detail the nature of the breach of warranty within 14 days after the defect becomes apparent or ought to have become apparent to the Customer.
4. Delivery
4.1 Frugalpac shall ensure that:
(a) the Goods are properly packed and secured in such manner as to enable them to reach the Delivery Location in good condition; and
(b) each delivery of the Goods is accompanied by a label which shows the type and quantity of the Goods being delivered.
4.2 Frugalpac shall use all reasonable endeavours to deliver the Goods:
(a) on the applicable Delivery Date;
(b) at the Delivery Location; and
(c) during the Customer’s normal business hours or as instructed by the Customer.
4.3 If Frugalpac is unable to meet the Delivery Date because of an event outside the control of Frugalpac, Frugalpac will contact the Customer with a revised Delivery Date.
4.4 Frugalpac shall not be liable to the Customer for any delay in the delivery of the Goods.
4.5 Delivery of the Goods shall be completed in accordance with the applicable Incoterm set out in the Order or, where none is stated, on completion of the unloading of the Goods at the Delivery Location.
4.6 Where it is agreed that the Goods are to be delivered by instalments, they may be invoiced and paid for separately.
5. Remedies and limitations of liability
5.1 Subject to Condition 3.3, if the Goods do not comply with any of the warranties set out in Condition 3.1, the Customer may exercise any one or more of the following remedies:
(a) to reject the Goods (in whole or in part) and return them to Frugalpac at Frugalpac’s own risk and expense; or
(b) to require Frugalpac to replace the rejected Goods or to provide a full refund of the price of the rejected Goods (if paid).
5.2 These Conditions apply to any replacement Goods supplied by Frugalpac.
5.3 Except for death or personal injury caused by defective Goods, Frugalpac’s maximum liability to the Customer for all claims (whether arising in contract, tort, negligence, breach of statutory duty, misrepresentation, restitution or otherwise) arising out of or in connection with the sale of the Goods shall be limited to the price payable by the Customer for the Goods which are the subject of the claims. Frugalpac shall not be liable for:
(a) any economic losses (including without limitation loss of revenues, profits, contracts, business or anticipated savings);
(b) any loss of goodwill or reputation; or
(c) any special or indirect losses,
suffered or incurred by the Customer.
6. Title and risk
6.1 Title in the Goods shall pass when the price for such Goods has been received by Frugalpac and risk in the Goods shall pass to the Customer on completion of Delivery.
6.2 After delivery of the Goods to the Customer, until the price for such Goods has been received by Frugalpac:
(a) the Customer shall hold the Goods on trust for Frugalpac;
(b) the Customer shall at all times keep the Goods insured on behalf of Frugalpac against loss or damage and shall hold the proceeds of any such insurance on trust for Frugalpac;
(c) the Customer shall hold the Goods as bailee for Frugalpac, storing the Goods (at no cost to Frugalpac) separately from any other goods and identifying the Goods as the property of Frugalpac;
(d) the Customer shall keep the Goods in good condition at its own expense; and
(e) the Customer shall permit any officer, employee, representative or agent of Frugalpac to enter, with or without vehicles, the Customer’s premises or other site where the Goods are located and to repossess the Goods.
7. Price and payment
7.1 The price of the Goods shall be the price set out in the Order Confirmation. The price reflects the limitations of liability set out in these Conditions.
7.2 The price of the Goods:
(a) excludes amounts in respect of value added tax (VAT), which the Customer shall additionally be liable to pay to Frugalpac at the prevailing rate, subject to the receipt of a valid VAT invoice;
(b) includes the costs of packaging the Goods; and
(c) excludes the cost of arranging delivery of the Goods to the Delivery Location.
7.3 The charges for arranging the delivery the Goods to the Delivery Location, plus any applicable VAT, shall be set out in the Order Confirmation.
7.4 No extra charges shall be payable by the Customer unless agreed in writing by the Customer.
7.5 Frugalpac will invoice the Customer for price of the Goods and the delivery charges, plus any applicable VAT, when Frugalpac issues the Order Confirmation.
7.6 The Customer shall pay the price for the Goods and the delivery charges, plus any applicable VAT, (without deduction, abatement, set-off or counterclaim) when the Customer receives the Order Confirmation. Payment shall be made to the bank account set out in the Order Confirmation in the same currency as the price. The time for payment of Frugalpac’s invoices shall be of the essence of the Contract.
7.7 The Customer shall pay by:
(a) PayPal; or
(b) electronic funds transfer to the bank account set out in the Order Confirmation.
7.8 If the Customer fails to pay any Frugalpac invoice by the due date, the Customer shall pay interest (both before and after any judgement) on the overdue amount at the rate for the time being applicable under The Late Payment of Commercial Debts (Interest) Act 1998 (as amended). Such interest shall accrue on a daily basis from the due date until actual payment of the overdue amount. The Customer shall pay the interest together with the overdue amount.
8. Intellectual Property Rights
8.1 Where any writing or other mark or design is applied to the Goods at the Customer’s request or in accordance with the Customer’s specification, the Customer shall indemnify Frugalpac against all loss, damages, costs and expenses incurred by Frugalpac arising out of or in connection with any resulting claim for infringement of any Intellectual Property Rights of any person.
8.2 The Customer acknowledges that all Intellectual Property Rights (except for those referred to in Condition 8.1) subsisting in or used in connection with the Goods are and shall remain the property of Frugalpac or such other third party as the case may be and the Customer has no property rights therein.
9. Termination
9.1 Frugalpac may terminate the Contract, without incurring any liability to the Customer, with immediate effect by giving written notice to the Customer if:
(a) the Customer is unable or admits its inability to pay its debts as they fall due, suspends or threatens to suspend making payments on any of its debts or, by reason of any actual or anticipated financial difficulties, commences negotiations with one or more of its creditors with a view to rescheduling any of its indebtedness;
(b) any corporate action, legal proceedings or other procedure or step is taken in relation to (i) the suspension of payments, a moratorium of any indebtedness, winding-up, dissolution or reorganisation (by way of voluntary arrangement, scheme of arrangement or otherwise) of the Customer, (ii) a composition, compromise, assignment or arrangement with any creditor of the Customer, (ii) the appointment of a liquidator, receiver, administrative receiver, administrator, compulsory manager or any similar officer in respect of the Customer or any of its assets, or (iv) the enforcement of any security over any assets of the Customer, or any analogous procedure or step is taken in any jurisdiction;
(c) the Customer suspends, or threatens to suspend, or ceases or threatens to cease to carry on all or a substantial part of its business;
(d) the Customer’s financial position deteriorates to such an extent that in the Frugalpac’s opinion the Customer’s ability to perform its obligations under the Contract has been materially and adversely affected; or
(e) the Customer fails to pay any sum due under the Contract, including any accrued interest, in accordance with Condition 7.
9.2 Any such termination of the Contract, however arising, shall not affect any of the parties’ accrued rights and obligations, in particular Frugalpac’s right to be paid for the Goods delivered prior to such termination.
10. Force majeure
Frugalpac shall not be in breach of the Contract nor liable for delay in performing, or failure to perform, any of its obligations under it if such delay or failure results from an event, circumstance or cause beyond its reasonable control, such as, for example, any strike, lock-out or other form of industrial action, failure of any utility service or transport network, act of God, war, riot, civil commotion, malicious damage, compliance with any new law or regulation or government order, accident, breakdown of plant or machinery, fire, flood or storm, or pandemic. If the period of delay or non-performance continues for one month, the Customer may terminate the Contract by giving 60 days’ written notice to Frugalpac.
11. General
11.1 Assignment and other dealings
(a) Frugalpac may at any time assign, transfer, mortgage, charge, sub-contract or deal in any manner with any or all of its rights or obligations under the Contract.
(b) The Customer may not assign, transfer, mortgage, charge, subcontract, declare a trust over or deal in any other manner with any or all of its rights or obligations under the Contract without the prior written consent of Frugalpac.
11.2 Entire agreement. These Conditions, together with the applicable Order and the Order Confirmation, contains the entire agreement between the parties and supersede any previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to the sale of the Goods by Frugalpac to the Customer.
11.3 Variation. No variation of the Contract, including the introduction of any additional terms and conditions, shall be effective unless it is agreed in writing and signed by an authorised representative of each of the parties.
11.4 Waiver. No failure or delay by a party to exercise any right or remedy provided under the Contract or by law shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy.
11.5 Severance. If any provision of the Contract is or becomes invalid, illegal or unenforceable in any respect, the provision shall apply with whatever deletion or modification is necessary so that the provision is legal, valid and enforceable.
11.6 Notices.
(a) Any notice to be given in connection with this Contract shall be in writing in English and shall either be delivered by hand or sent by first class post, email or other electronic means to that party at its registered office (if it is a company) or its principal place of business (in any other case) or such other address as that party may have specified to the other party in writing in accordance with this clause.
(b) A notice sent according to paragraph (a) above shall be deemed to have been received (i) if delivered by hand, at the time of delivery, (ii) if sent by pre-paid first class post, the second day after posting or (iii) if sent by email or another electronic form, at the time of completion of transmission, except that, if a communication is received between 5.30pm on a Business Day and 9.30am on the next Business Day, it shall be deemed to be received at 9.30am on the second of such Business Days.
(c) This Condition does not apply to the service of any proceedings or other documents in any legal action or other method of dispute resolution.
11.7 Third party rights. A person who is not a party to the Contract has no right under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of, or enjoy the benefit under, this Contract.
11.8 Governing law. The Contract and any non-contractual obligations arising out of or in connection with the Contract are governed by English law.
11.9 Jurisdiction. The courts of England shall have exclusive jurisdiction to settle any dispute (including non-contractual disputes) arising out of or in connection with the Contract or its subject matter or formation. Each party agrees that the courts of England are the most appropriate and convenient courts to settle such disputes and accordingly no party will argue to the contrary. Each party irrevocably consents to any process in any legal action or proceedings being served on it in accordance with the provisions of the Contract relating to the service of notices. Nothing in the Contract shall affect the right to serve process in any other manner permitted by law. Nothing shall limit the right of Frugalpac to take proceedings against the Customer in any court of competent jurisdiction nor shall the taking of proceedings in any one or more jurisdictions preclude Frugalpac from taking proceedings in any other jurisdiction, whether concurrently or not, to the extent required by the law of such other jurisdiction.

Frugalpac Terms and Conditions for the PURCHASE of Goods by Frugalpac

1. Interpretation
1.1 Definitions:
Business Day: a day, other than a Saturday or Sunday, when banks are open for general business.
Conditions: the terms and conditions set out in this document, as amended from time to time in the manner permitted by Clause 12.4 below.
Contract: the contract between the Customer and the Supplier for the supply of the Services in accordance with these Conditions.
Customer: Frugalpac Limited, a company incorporated in England and Wales with company number 7600690 whose registered office is at Frugal House, 30 Wharfedale Road, Ipswich, Suffolk, IP1 4JP.
Customer IP: any Intellectual Property Rights subsisting in the Services and the method of their production which are owned by the Customer and any additional Intellectual Property Rights in any Customer Material.
Customer Material: defined in Clause 7.1 below.
Delivery Date: the date specified in the Order, or, if none is specified, within 60 days of the date of the Order.
Delivery Location: the address for delivery of Services set out in the Order.
Intellectual Property Rights: all inventions, patents, utility models, designs (both registered or unregistered), database rights, copyright and related rights, trade marks (both registered and unregistered), rights in relation to get up and confidential information (including trade secrets), together with all rights in or to the same (including rights to the grant of and applications for the same and including all similar or analogous rights and all other rights in the nature of intellectual and industrial property throughout the world and all future rights of such nature).
Order: the Customer’s order for the Services which is set out in the Customer’s purchase order form.
Services: the services (or any part of them) to be provided by the Supplier which are described in the relevant Order.
Specification: any specification for the Services, including any related plans, designs, drawings and content that is agreed in writing by the Customer and the Supplier.
Supplier: the person or firm from whom the Customer purchases the Services.

1.2 Interpretation:
(a) A reference to a statute or statutory provision is a reference to such statute or provision as amended or re-enacted. A reference to a statute or statutory provision includes any subordinate legislation made under that statute or statutory provision, as amended or re-enacted.
(b) Any phrase introduced by the terms including, include, in particular or any similar expression shall be construed as illustrative and shall not limit the sense of the words preceding those terms.
(c) A reference to writing or written includes emails.
2. Basis of contract
2.1 These Conditions apply to the Contract to the exclusion of any other terms that the Supplier seeks to impose or incorporate by reference or which are implied by trade, custom, practice or a course of dealing.
2.2 The Order constitutes an offer by the Customer to purchase the Services in accordance with these Conditions.
2.3 The Order shall be deemed to be accepted on the earliest to occur of:
(a) the Supplier issuing an invoice for the Services;
(b) the Supplier issuing a written acceptance of the Order; and
(c) the Supplier doing any act consistent with fulfilling the Order,
at which point the Contract shall come into existence.
2.4 The Supplier waives any right it might otherwise have to rely on any term endorsed upon, delivered with or contained in any documents of the Supplier that is inconsistent with these Conditions.

3. Supplier undertakings and the Goods.

3.1 The Supplier shall ensure, as a condition of the Contract, that the Goods:

(a) correspond with their description and any applicable Specification;
(b) are of satisfactory quality (within the meaning of the Sale of Goods Act 1979) and fit for any purpose made known to the Supplier by the Customer expressly or by implication, and in this respect the Customer relies on the Supplier’s skill and judgement;
(c) where they are manufactured products, are free from defects in material and workmanship;
(d) comply with all applicable UK and, where applicable, EU statutory and regulatory requirements relating to the manufacture, labelling, packaging, storage, handling and delivery of the Goods; and
(e) if so required by applicable law, have the appropriate CE Marking for machines and/or guards on them.
3.2 The Supplier shall ensure that at all times it has and maintains all certifications, licences, permissions, authorisations, consents and permits that it needs to perform its obligations under the Contract. The Supplier shall promptly notify the Customer if the Supplier ceases to hold any certification, licence, permission, authorisation, consent or permit required by it.
3.3 The Customer may inspect the Goods at any time before delivery. The Supplier shall remain fully responsible for the Goods despite any such inspection and any such inspection shall not reduce or otherwise affect the Supplier’s obligations under the Contract.
3.4 If, following such inspection, the Customer considers that the Goods do not conform or are unlikely to comply with the conditions set out in Clause 3.1 above, the Customer shall inform the Supplier and the Supplier shall immediately take such remedial action as is necessary to ensure compliance.
3.5 The Customer may conduct further inspections and tests after the Supplier has carried out its remedial actions.
3.6 The Supplier confirms that it has created and maintains an effective traceability system and can trace all of the original raw materials which are incorporated into the Goods. Within five Business Days of receipt of a written request from the Customer, the Supplier shall supply to the Customer a detailed description of the Goods’ supply chain.
4. Delivery
4.1 The Supplier shall ensure that:
(a) the Goods are properly packed and secured in such manner as to enable them to reach the Delivery Location in good condition; and
(b) each delivery of the Goods is accompanied by a delivery note which shows the date of the Order, the Order number (if any), the type and quantity of the Goods (including the code number of the Goods, where applicable), special storage instructions (if any) and, if the Goods are being delivered by instalments, the outstanding balance of Goods remaining to be delivered.
4.2 The Supplier shall deliver the Goods:
(a) no later than the applicable Delivery Date;
(b) at the Delivery Location; and
(c) during the Customer’s normal business hours or as instructed by the Customer.
4.3 Delivery of the Goods shall be completed in accordance with the applicable Incoterm set out in the Order or, where none is stated, on completion of the unloading of the Goods at the Delivery Location.
4.4 The Supplier shall not deliver the Goods in instalments without the Customer’s prior written consent. Where it is agreed that the Goods are to be delivered by instalments, they may be invoiced and paid for separately. However, failure by the Supplier to deliver any one instalment on time or at all or any defect in an instalment shall entitle the Customer to the remedies set out in Clause 5.
4.5 The Supplier shall be responsible for preparing all forms necessary for, and shall obtain all export, import, customs and other permits and licences necessary to achieve Delivery, at no charge to the Customer.
5. Remedies
5.1 If the Goods are not delivered on the applicable Delivery Date or do not comply with the conditions set out in Clause 3.1 above, then, without limiting any of its other rights or remedies, and whether or not it has accepted the Goods, the Customer may exercise any one or more of the following remedies:
(a) to terminate the Contract;
(b) to reject the Goods (in whole or in part) and return them to the Supplier at the Supplier’s own risk and expense;
(c) to require the Supplier to repair or replace the rejected Goods, or to provide a full refund of the price of the rejected Goods (if paid);
(d) to refuse to accept any subsequent delivery of the Goods which the Supplier attempts to make;
(e) to recover from the Supplier any costs incurred by the Customer in obtaining substitute goods from a third party; and
(f) to claim damages for any other costs, loss or expenses incurred by the Customer which are in any way attributable to the Supplier’s failure to perform its obligations under the Contract.
5.2 If the Goods are not available on the Delivery Date, the Customer may, at its option, claim or deduct 5% of the price of the Goods for each week’s delay in delivery by way of liquidated damages, up to a maximum of 10% of the total price of the Goods. If the Customer exercises its rights under this Clause 5.2, it shall not be entitled to any of the remedies set out in Clause 5.1 in respect of the Goods’ late delivery (but such remedies shall be available in respect of the Goods’ condition).
5.3 These Conditions shall apply to any repaired or replacement Goods supplied by the Supplier.
5.4 The Customer’s rights and remedies under these Conditions are in addition to its rights and remedies implied by statute and common law.
6. Title and risk
Title in the Goods shall pass when the price for such Goods has been received by the Supplier and risk in the Goods shall pass to the Customer on completion of Delivery.
7. Price and payment
7.1 The price of the Goods shall be the price set out in the Order.
7.2 The price of the Goods:
(a) excludes amounts in respect of value added tax (VAT), which the Customer shall additionally be liable to pay to the Supplier at the prevailing rate, subject to the receipt of a valid VAT invoice;
(b) includes the costs of packaging the Goods; and
(c) includes the costs of carriage and insurance of the Goods up to the point of Delivery and all and any import or export duties, tariffs and charges.
7.3 No extra charges shall be payable by the Customer unless agreed in writing by the Customer.
7.4 The Supplier may invoice the Customer for the price of the Goods plus VAT at the prevailing rate (if applicable) on or at any time after the completion of delivery. The Supplier shall ensure that the invoice includes the date of the Order, the invoice number, the Customer’s order number, the Supplier’s VAT registration number and any supporting documents that the Customer may reasonably require.
7.5 The Customer shall pay correctly rendered invoices within 45 days of receipt of the invoice. Payment shall be made to the bank account nominated in writing by the Supplier.
7.6 If a party fails to make any payment due to the other under the Contract by the due date for payment, then the defaulting party shall pay interest on the overdue amount at the rate of 3% per annum above Barclays Bank’s base rate from time to time. Such interest shall accrue on a daily basis from the due date until actual payment of the overdue amount, whether before or after judgment. The defaulting party shall pay the interest together with the overdue amount. This clause shall not apply to payments the defaulting party disputes in good faith.
7.7 The Customer may at any time, without limiting any of its other rights or remedies, set off any liability of the Supplier to the Customer against any liability of the Customer to the Supplier.
8. Customer Materials
8.1 The Supplier acknowledges that all materials, equipment and tools, drawings, Specifications and data supplied by the Customer to the Supplier (Customer Materials) and all rights in the Customer Materials are and shall remain the exclusive property of the Customer. The Supplier shall keep the Customer Materials in safe custody at its own risk, maintain them in good condition until returned to the Customer and not dispose or use the same other than in accordance with the Customer’s written instructions or authorisation.
8.2 The Supplier may only use Customer Materials for the purpose of performing its obligations under a Contract. All rights in the Customer IP are reserved by the Customer absolutely and, except for the foregoing permission, nothing in these Conditions or the Contract confers any licence or grants any rights to the Supplier in relation to any Customer IP.
9. Liability
9.1 The Supplier shall indemnify the Customer against all liabilities, costs, expenses, damages and losses (including but not limited to any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal costs (calculated on a full indemnity basis) and all other professional costs and expenses) suffered or incurred by the Customer as a result of or in connection with:
(a) any claim made against the Customer for actual or alleged infringement of a third party’s intellectual property rights arising out of or in connection with the supply or use of the Goods, to the extent that the claim is attributable to the acts or omissions of the Supplier, its employees, agents or subcontractors;
(b) any claim made against the Customer by a third party for death, personal injury or damage to property arising out of or in connection with any defects in the Goods, to the extent that the defects in the Goods are attributable to the acts or omissions of the Supplier, its employees, agents or subcontractors; and
(c) any claim made against the Customer by a third party arising out of or in connection with the supply of the Goods, to the extent that such claim arises out of the breach, negligent performance or failure or delay in performance of the Contract by the Supplier, its employees, agents or subcontractors.
9.2 This Clause 9 shall survive termination of the Contract.
10. Termination
10.1 The Customer may terminate the Contract in whole or in part at any time before delivery of the Goods with immediate effect by giving the Supplier written notice, whereupon the Supplier shall discontinue all work on the Contract. The Customer shall pay the Supplier fair and reasonable compensation for any work in progress on the Goods at the time of termination, but such compensation shall not include loss of anticipated profits or any consequential loss.
10.2 Without limiting its other rights or remedies, the Customer may terminate the Contract with immediate effect by giving written notice to the Supplier if:
(a) the Supplier commits a breach of any term of the Contract and (if such a breach is remediable) fails to remedy that breach within 14 days of being notified in writing to do so;
(b) the Supplier is unable or admits its inability to pay its debts as they fall due, suspends or threatens to suspend making payments on any of its debts or, by reason of any actual or anticipated financial difficulties, commences negotiations with one or more of its creditors with a view to rescheduling any of its indebtedness;
(c) any corporate action, legal proceeding or other procedure or step is taken in relation to (i) the suspension of payments, a moratorium of any indebtedness, winding-up, dissolution or reorganisation (by way of voluntary arrangement, scheme of arrangement or otherwise) of the Supplier, (ii) a composition, compromise, assignment or arrangement with any creditor of the Supplier, (ii) the appointment of a liquidator, receiver, administrative receiver, administrator, compulsory manager or any similar officer in respect of the Supplier or any of its assets, (iv) the enforcement of any security over any assets of the Supplier or (v) any analogous procedure or step is taken in respect of the Supplier in any jurisdiction;
(d) the Supplier suspends, or threatens to suspend, or ceases or threatens to cease to carry on all or a substantial part of its business; or
(e) the Supplier’s financial position deteriorates to such an extent that in the Customer’s opinion the Supplier’s ability to perform its obligations under the Contract has been materially and adversely affected.
10.3 Termination of the Contract, however arising, shall not affect any of the parties’ rights and remedies that have accrued as at termination.
10.4 Clauses that expressly or by implication survive termination of the Contract shall continue in full force and effect.
11. Force majeure
Neither party shall be in breach of the Contract nor liable for delay in performing, or failure to perform, any of its obligations under it if such delay or failure results from an event, circumstance or cause beyond its reasonable control. If the period of delay or non-performance continues for one month, the party not affected may terminate the Contract by giving 60 days’ written notice to the affected party.
12. General
12.1 Assignment and other dealings
(a) The Customer may at any time assign, transfer, mortgage, charge, subcontract or deal in any other manner with any or all of its rights or obligations under the Contract.
(b) The Supplier may not assign, transfer, mortgage, charge, subcontract, declare a trust over or deal in any other manner with any or all of its rights or obligations under the Contract without the prior written consent of the Customer.
12.2 Subcontracting. The Supplier may not subcontract any or all of its rights or obligations under the Contract without the prior written consent of the Customer. If the Customer consents to any subcontracting by the Supplier, the Supplier shall remain responsible for all the acts and omissions of its subcontractors as if they were its own.
12.3 Entire agreement. The Contract, together with the applicable Order, contains the entire agreement between the parties and supersedes any previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter.
12.4 Variation. No variation of the Contract, including the introduction of any additional terms and conditions, shall be effective unless it is agreed in writing and signed by each of the parties.
12.5 Waiver. No failure or delay by a party to exercise any right or remedy provided under the Contract or by law shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy.
12.6 Severance. If any provision or part-provision of the Contract is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this clause shall not affect the validity and enforceability of the rest of the Contract.
12.7 Notices.
(a) Any notice to be given in connection with this Contract shall be in writing in English and shall either be delivered by hand or sent by first class post, email or other electronic means to that party at its registered office (if it is a company) or its principal place of business (in any other case) or such other address as that party may have specified to the other party in writing in accordance with this clause.
(b) A notice sent according to paragraph (a) above shall be deemed to have been received (i) if delivered by hand, at the time of delivery, (ii) if sent by pre-paid first class post, the second day after posting or (iii) if sent by email or other electronic form, at the time of completion of transmission, except that, if a communication is received between 5.30pm on a Business Day and 9.30am on the next Business Day, it shall be deemed to be received at 9.30am on the second of such Business Days.
(c) This Clause does not apply to the service of any proceedings or other documents in any legal action or other method of dispute resolution.
12.8 Third party rights. A person who is not a party to this Contract has no right under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of, or enjoy the benefit under, this Contract.
12.9 Governing law. The Contract and any non-contractual obligations arising out of or in connection with the Contract shall be governed by English law.
12.10 Jurisdiction. Each party irrevocably agrees that the courts of England shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with the Contract or its subject matter or formation. Each party agrees that the courts of England are the most appropriate and convenient courts to settle such disputes or claims and accordingly no party will argue to the contrary. Each party irrevocably consents to any process in any legal action or proceedings being served on it in accordance with the provisions of these Conditions relating to service of notices. Nothing in these Conditions shall affect the right to serve process in any other manner permitted by law. Nothing shall limit the right of the Customer to take proceedings against the Supplier in any other court of competent jurisdiction nor shall the taking of proceedings in any one or more jurisdictions preclude the Customer from taking proceedings in any other jurisdiction, whether concurrently or not, to the extent permitted by the law of such other jurisdiction.

Frugalpac Terms and conditions for the purchase of SERVICES by Frugalpac. 

1. Interpretation
1.1 Definitions:
Business Day: A day, other than a Saturday or Sunday, when banks are open for general business.
Conditions: the terms and conditions set out in this document, as amended from time to time in the manner permitted by Clause 12.4 below.
Contract: The contract between the Customer and the Supplier for the supply of the Services in accordance with these Conditions.
Customer: Frugalpac Limited, a company incorporated in England and Wales with company number 7600690 whose registered office is at Frugal House, 30 Wharfedale Road, Ipswich, Suffolk, IP1 4JP.
Customer IP: Any Intellectual Property Rights subsisting in the Services and the method of their production which are owned by the Customer and any additional Intellectual Property Rights in any Customer Material.
Customer Material: defined in Clause 7.1 below.
Delivery Date: The date specified in the Order, or, if none is specified, within 60 days of the date of the Order.
Delivery Location: The address for delivery of Services set out in the Order.
Intellectual Property Rights: All inventions, patents, utility models, designs (both registered or unregistered), database rights, copyright and related rights, trade marks (both registered and unregistered), rights in relation to get up and confidential information (including trade secrets), together with all rights in or to the same (including rights to the grant of and applications for the same and including all similar or analogous rights and all other rights in the nature of intellectual and industrial property throughout the world and all future rights of such nature).
Order: the Customer’s order for the Services which is set out in the Customer’s purchase order form.
Services: the services (or any part of them) to be provided by the Supplier which are described in the relevant Order.
Specification: any specification for the Services, including any related plans, designs, drawings and content that is agreed in writing by the Customer and the Supplier.
Supplier: the person or firm from whom the Customer purchases the Services.

1.2 Interpretation:
(a) A reference to a statute or statutory provision is a reference to such statute or provision as amended or re-enacted. A reference to a statute or statutory provision includes any subordinate legislation made under that statute or statutory provision, as amended or re-enacted.
(b) Any phrase introduced by the terms including, include, in particular or any similar expression shall be construed as illustrative and shall not limit the sense of the words preceding those terms.
(c) A reference to writing or written includes emails.
2. Basis of contract
2.1 These Conditions apply to the Contract to the exclusion of any other terms that the Supplier seeks to impose or incorporate by reference or which are implied by trade, custom, practice or a course of dealing.
2.2 The Order constitutes an offer by the Customer to purchase the Services in accordance with these Conditions.
2.3 The Order shall be deemed to be accepted on the earliest to occur of:
(a) the Supplier issuing an invoice for the Services;
(b) the Supplier issuing a written acceptance of the Order; and
(c) the Supplier doing any act consistent with fulfilling the Order,
at which point the Contract shall come into existence.
2.4 The Supplier waives any right it might otherwise have to rely on any term endorsed upon, delivered with or contained in any documents of the Supplier that is inconsistent with these Conditions.
3. The Services
3.1 The Supplier shall perform the Services with reasonable care and skill.
3.2 The Supplier shall ensure that at all times it has and maintains all the certifications, licences, permissions, authorisations, consents and permits that it needs to perform its obligations under the Contract. The Supplier shall promptly notify the Customer if the Supplier ceases to hold any certification, licence, permission, authorisation, consent or permit required by it.
3.3 The Customer may review the performance of the Services at any time before they are completed. The Supplier shall remain fully responsible for the performance of the Services despite any such review and any such review shall not reduce or otherwise affect the Supplier’s obligations under the Contract.
3.4 If, following such review, the Customer considers that the Services do not, or are unlikely to, comply with the Supplier’s undertakings in Clause 3.1 above, the Customer shall inform the Supplier and the Supplier shall immediately take such remedial action as is necessary to ensure compliance.
3.5 The Customer may conduct further reviews after the Supplier has carried out its remedial actions.
4. Delivery
4.1 The Supplier shall deliver the Services:
(a) on or before the Delivery Date;
(b) at the Delivery Location; and
(c) during the Customer’s normal business hours or as instructed by the Customer.
5. Remedies
5.1 If the Services are not delivered on or before the Delivery Date or do not comply with the undertakings set out in Clause 3.1 above, then, without limiting any of its other rights or remedies, and whether or not it has accepted the Services, the Customer may exercise any one or more of the following remedies:
(a) to terminate the Contract;
(b) to reject the Services (in whole or in part);
(c) to require the Supplier to re-perform or replace the rejected Services, or to provide a full refund of the price of the rejected Services (if paid);
(d) to refuse to accept any subsequent delivery of the Services which the Supplier attempts to make;
(e) to recover from the Supplier any costs incurred by the Customer in obtaining substitute Services from a third party; and
(f) to claim damages for any other costs, loss or expenses incurred by the Customer which are in any way attributable to the Supplier’s failure to carry out its obligations under the Contract.
5.2 These Conditions shall apply to any replacement Services supplied by the Supplier.
5.3 The Customer’s rights and remedies under these Conditions are in addition to its rights and remedies implied by statute and common law.
6. Price and payment
6.1 The price of the Services shall be the price set out in the Order.
6.2 The price of the Services excludes amounts in respect of value added tax (VAT), which the Customer shall additionally be liable to pay to the Supplier at the prevailing rate, subject to the receipt of a valid VAT invoice.
6.3 No extra charges shall be payable for the Services unless agreed in writing with the Customer.
6.4 The Supplier may invoice the Customer for the price of the Services plus VAT at the prevailing rate (if applicable) on or at any time after the completion of delivery. The Supplier shall ensure that the invoice includes the date of the Order, the invoice number, the Customer’s order number, the Supplier’s VAT registration number and any supporting documents that the Customer may reasonably require.
6.5 The Customer shall pay correctly rendered invoices within 45 days of receipt of the invoice. Payment shall be made to the bank account nominated in writing by the Supplier.
6.6 If a party fails to make any payment due to the other under the Contract by the due date for payment, then the defaulting party shall pay interest on the overdue amount at the rate of 3% per annum above Barclays Bank’s base rate from time to time. Such interest shall accrue on a daily basis from the due date until actual payment of the overdue amount, whether before or after judgment. The defaulting party shall pay the interest together with the overdue amount. This clause shall not apply to payments the defaulting party disputes in good faith.
6.7 The Customer may at any time, without limiting any of its other rights or remedies, set off any liability of the Supplier to the Customer against any liability of the Customer to the Supplier.
7. Customer Materials
7.1 The Supplier acknowledges that all materials, drawings, Specifications and data supplied by the Customer to the Supplier (Customer Materials) and all rights in the Customer Materials are and shall remain the exclusive property of the Customer. The Supplier shall keep the Customer Materials in safe custody at its own risk, maintain them in good condition until returned to the Customer and not dispose or use the same other than in accordance with the Customer’s written instructions or authorisation.
7.2 The Supplier may only use Customer Materials for the purpose of performing its obligations under a Contract. All rights in the Customer IP are reserved by the Customer absolutely and, except for the foregoing permission, nothing in these Conditions or the Contract confers any licence or grants any rights to the Supplier in relation to any Customer IP.
8. Indemnity
8.1 The Supplier shall indemnify the Customer against all liabilities, costs, expenses, damages and losses (including but not limited to any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal costs (calculated on a full indemnity basis) and all other professional costs and expenses) suffered or incurred by the Customer as a result of or in connection with:
(a) any claim made against the Customer for actual or alleged infringement of a third party’s intellectual property rights arising out of or in connection with the supply or use of the Services, to the extent that the claim is attributable to the acts or omissions of the Supplier, its employees, agents or subcontractors;
(b) any claim made against the Customer by a third party for death, personal injury or damage to property arising out of or in connection with any defects in Services, to the extent that the defects in the Services are attributable to the acts or omissions of the Supplier, its employees, agents or subcontractors; and
(c) any claim made against the Customer by a third party arising out of or in connection with the supply of the Services, to the extent that such claim arises out of the breach, negligent performance or failure or delay in performance of the Contract by the Supplier, its employees, agents or subcontractors.
8.2 This Clause 8 shall survive termination of the Contract.
9. Insurance
During the term of the Contract and for a period of three years thereafter, the Supplier shall maintain in force, with a reputable insurance company, professional indemnity liability insurance to cover the liabilities that may arise under or in connection with the Contract, and shall, on the Customer’s request, produce both the insurance certificate giving details of cover and the receipt for the current year’s premium in respect of each insurance.
10. Termination
10.1 The Customer may terminate the Contract in whole or in part at any time before delivery of the Services with immediate effect by giving the Supplier written notice, whereupon the Supplier shall discontinue all work on the Contract. The Customer shall pay the Supplier fair and reasonable compensation for any work in progress on the Services at the time of termination, but such compensation shall not include loss of anticipated profits or any consequential loss.
10.2 Without limiting its other rights or remedies, the Customer may terminate the Contract with immediate effect by giving written notice to the Supplier if:
(a) the Supplier commits a breach of any term of the Contract and (if such a breach is remediable) fails to remedy that breach within 14 days of the Supplier being notified in writing to do so;
(b) the Supplier is unable or admits its inability to pay its debts as they fall due, suspends or threatens to suspend making payments on any of its debts or, by reason of any actual or anticipated financial difficulties, commences negotiations with one or more of its creditors with a view to rescheduling any of its indebtedness;
(c) any corporate action, legal proceedings or other procedure or step is taken in relation to (i) the suspension of payments, a moratorium of any indebtedness, winding-up, dissolution or reorganisation (by way of voluntary arrangement, scheme of arrangement or otherwise) of the Supplier, (ii) a composition, compromise, assignment or arrangement with any creditor of the Supplier, (ii) the appointment of a liquidator, receiver, administrative receiver, administrator, compulsory manager or any similar officer in respect of the Supplier or any of its assets, (iv) the enforcement of any security over any assets of the Supplier or (v) any analogous procedure or step is taken in any jurisdiction;
(d) the Supplier suspends, or threatens to suspend, or ceases or threatens to cease to carry on all or a substantial part of its business; or
(e) the Supplier’s financial position deteriorates to such an extent that in the Customer’s opinion the Supplier’s capability to perform its obligations under the Contract has been materially and adversely affected.
10.3 Termination of the Contract, however arising, shall not affect any of the parties’ rights and remedies that have accrued as at termination.
10.4 Clauses that expressly or by implication survive termination of the Contract shall continue in full force and effect.
11. Force majeure
Neither party shall be in breach of the Contract nor liable for delay in performing, or failure to perform, any of its obligations under it if such delay or failure results from an event, circumstance or cause beyond its reasonable control. If the period of delay or non-performance continues for one month, the party not affected may terminate the Contract by giving 60 days written notice to the affected party.
12. General
12.1 Assignment and other dealings
(a) The Customer may at any time assign, transfer, mortgage, charge, subcontract or deal in any other manner with any or all of its rights or obligations under the Contract.
(b) The Supplier may not assign, transfer, mortgage, charge, subcontract, declare a trust over or deal in any other manner with any or all of its rights or obligations under the Contract without the prior written consent of the Customer.
12.2 Subcontracting. The Supplier may not subcontract any or all of its rights or obligations under the Contract without the prior written consent of the Customer. If the Customer consents to any subcontracting by the Supplier, the Supplier shall remain responsible for all the acts and omissions of its subcontractors as if they were its own.
12.3 Entire agreement. The Contract, together with the applicable Order, contains the entire agreement between the parties and supersedes any previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter.
12.4 Variation. No variation of the Contract, including the introduction of any additional terms and conditions, shall be effective unless it is agreed in writing and signed by each of the parties.
12.5 Waiver. No failure or delay by a party to exercise any right or remedy provided under the Contract or by law shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy.
12.6 Severance. If any provision or part-provision of the Contract is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this clause shall not affect the validity and enforceability of the rest of the Contract.
12.7 Notices.
(a) Any notice to be given in connection with this Contract shall be in writing in English and shall either be delivered by hand or sent by first class post, email or other electronic means to that party at its registered office (if it is a company) or its principal place of business (in any other case) or such other address as that party may have specified to the other party in writing in accordance with this clause.
(b) A notice sent according to paragraph (a) above shall be deemed to have been received (i) if delivered by hand, at the time of delivery, (ii) if sent by pre-paid first class post, the second day after posting or (iii) if sent by email or other electronic form, at the time of completion of transmission, except that, if a communication is received between 5.30pm on a Business Day and 9.30am on the next Business Day, it shall be deemed to be received at 9.30am on the second of such Business Days.
(c) This Clause does not apply to the service of any proceedings or other documents in any legal action, or other method of dispute resolution.
12.8 Third party rights. A person who is not a party to this Contract has no right under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of, or enjoy the benefit under, this Contract.
12.9 Governing law. The Contract and any non-contractual obligations arising out of or in connection with the Contract shall be governed by English law.
12.10 Jurisdiction. Each party irrevocably agrees that the courts of England shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with the Contract or its subject matter or formation. Each party agrees that the courts of England are the most appropriate and convenient courts to settle such disputes or claims and accordingly no party will argue to the contrary. Each party irrevocably consents to any process in any legal action or proceedings being served on it in accordance with the provisions of these Conditions relating to service of notices. Nothing in these Conditions shall affect the right to serve process in any other manner permitted by law. Nothing shall limit the right of the Customer to take proceedings against the Supplier in any other court of competent jurisdiction nor shall the taking of proceedings in any one or more jurisdictions preclude the Customer from taking proceedings in any other jurisdiction, whether concurrently or not, to the extent permitted by the law of such other jurisdiction.