General Terms and Conditions for Supply of Goods

Last updated: December 2025

Article 1 — Definitions

In these General Terms and Conditions, the following terms have the following meanings:

1.1 Agreement: the agreement referred to in Article 2.

1.2 Supplier: The Bag Broker UK Limited and/or one of its affiliated companies.

1.3 Customer: any party that concludes an Agreement with The Bag Broker UK Limited.

1.4 Goods: all products supplied and/or made available to the Customer by the Supplier pursuant to an Agreement.

1.5 Days: all calendar days.

1.6 Custom Order: any order for Goods manufactured to the Customer’s specifications, including but not limited to custom printing, sizes, materials, or configurations.

Article 2 — Company Information

Article 3 — Applicability

3.1 These Terms and Conditions apply in full to all Agreements entered into between the Supplier and Customer, all offers made by the Supplier, and all follow-up agreements or other obligations arising from these Agreements.

3.2 These Terms and Conditions may only be deviated from by written agreement signed by both parties. The Customer’s general terms and conditions (if any) shall not apply.

3.3 No other terms are implied by trade, custom, practice, or course of dealing.

3.4 The Agreement constitutes the entire agreement between the parties. The Customer acknowledges that it has not relied on any statement, promise, representation, assurance, or warranty not set out in the Agreement.

Article 4 — Formation of Agreements

4.1 All quotations and offers are subject to contract and non-binding unless expressly stated otherwise.

4.2 Agreements are deemed concluded when the Supplier accepts an order placed by the Customer. Orders and acceptances must be in writing or by email.

4.3 Information in catalogues, images, drawings, specifications, and similar materials is not binding unless expressly confirmed in writing by the Supplier.

4.4 The Customer is responsible for ensuring that their order and any specifications submitted are complete and accurate.

Article 5 — Specifications and Order Changes

5.1 Unless otherwise agreed, written specifications must be received by the Supplier within 5 working days of order confirmation.

5.2 Late receipt of specifications entitles the Supplier to cancel the order without notice of default and without prejudice to the Supplier’s right to damages.

5.3 Any changes to an order after placement must be communicated to the Supplier in writing. If changes cause the Supplier to exceed the original delivery period, this is at the Customer’s risk and expense.

Article 6 — Payment

6.1 Payment Methods: Payment may be made by bank transfer, credit card, or PayPal, unless otherwise agreed in writing.

6.2 Custom Orders — Deposit Required: For Custom Orders, a deposit of 50% of the total order value is required upon order confirmation. The remaining balance is due before shipment of the Goods. Production will not commence until the deposit has been received.

6.3 Account Customers: For approved account customers only, payment terms are 30 days from invoice date, unless otherwise agreed in writing.

6.4 Late Payment Interest: If the Customer is late with payment, interest is due from the invoice date. Interest for each month (or part thereof) equals one twelfth of the statutory annual interest as referred to in the Late Payment of Commercial Debts (Interest) Act 1998, plus fixed fees as set out in Section 5A of that Act.

6.5 Security: The Supplier may at any time require security (including Letters of Credit) and may suspend work if such security is not provided.

6.6 Letters of Credit: If payment by L/C is agreed, this must be an irrevocable, confirmed L/C subject to the Uniform Customs and Practice for Documentary Credits, UCP600.

6.7 Instalment Payments: For orders requiring long manufacturing times, the Supplier may require payment by instalments during execution. Applicable amounts and periods must be agreed beforehand.

Article 7 — Cancellations

7.1 If the Customer cancels an accepted order (wholly or partly), the Customer is required to compensate the Supplier for:

(a) All costs incurred or to be incurred for execution of that order, including preparation costs, storage, and commissions;

(b) All materials destined for execution of that order, at the prices in the Supplier’s quotation;

(c) Loss of profit; and

(d) Any other damages, costs, and interest arising from the cancellation.

Article 8 — Delivery

8.1 Unless otherwise stated on the quotation or order confirmation, delivery is EXW (Ex Works) in accordance with ICC Incoterms 2020.

8.2 Acceptance of Goods by the carrier without comment on the waybill or receipt is evidence that packaging was in good condition.

8.3 Any person present at the Customer’s premises receiving the Goods is considered competent to do so. The Customer cannot invoke matters of competence against the Supplier.

8.4 Risk in the Goods passes to the Customer upon delivery in accordance with the applicable Incoterm.

8.5 The Customer must take delivery as soon as Goods are ready. If the Customer refuses or fails to take delivery, Goods will be stored at the Customer’s risk and the Customer shall bear all additional costs including storage and transport.

8.6 If the Customer does not take delivery within the agreed period, the Supplier may at its discretion either deliver and invoice (including delivery costs), or terminate the Agreement on the remainder while maintaining its right to compensation under Article 7.

Article 9 — Lead Times

9.1 All lead times and delivery dates provided by the Supplier are estimates only and do not constitute binding commitments. The Supplier will use reasonable endeavours to meet estimated lead times but does not guarantee them.

9.2 Delays beyond the estimated lead time do not entitle the Customer to:

(a) Cancel the order (except as provided in Article 9.3);

(b) Any compensation, discount, or price reduction;

(c) Withhold payment; or

(d) Any claim for damages (direct, indirect, or consequential).

9.3 If the Supplier does not deliver within a reasonable period following expiry of the estimated lead time, and fails to deliver within a further reasonable period communicated in writing by the Customer, the Customer may terminate the Agreement only if it cannot reasonably be expected to maintain it. In such case, any deposit paid shall be refunded, but termination does not otherwise give rise to compensation.

9.4 Lead times may be affected by factors including (but not limited to): receipt of complete specifications, artwork approval, deposit payment, material availability, shipping conditions, customs clearance, and events outside the Supplier’s control.

Article 10 — Retention of Title

10.1 Goods delivered remain the property of the Supplier until all obligations under all Agreements have been fulfilled, including:

(a) Payment for Goods delivered or to be delivered;

(b) Payment for services provided or to be provided; and

(c) Any claims arising from failure by the Customer to perform Agreements.

10.2 The Customer must store Goods delivered under retention of title carefully and clearly identifiable as the Supplier’s property.

10.3 The Customer may not pledge or assign claims on its buyers to third parties without the Supplier’s prior written permission.

Article 11 — Default, Repossession, and Debt Collection

11.1 Repossession: If the Customer fails to meet any obligation, the Supplier is entitled to repossess Goods supplied but not paid for, wherever they may be, without notice of default. The Customer acknowledges this right and will enable the Supplier to access premises to seize such Goods.

11.2 Termination: If the Customer fails to meet any obligation, the Supplier may terminate the Agreement without prejudice to its right to claim full compensation for costs, damages, lost profit, and interest.

11.3 Collection Costs: If the Customer is in default, all reasonable costs to obtain settlement out of court will be charged to the Customer. The minimum chargeable is:

Outstanding Amount	Collection Fee
First £2,500	15%
£2,500 – £5,000	10%
£5,000 – £12,500	8%
£12,500 – £50,000	5%
Over £50,000	3%

Where the Supplier can prove higher costs were necessarily incurred, these will also be recoverable.

Article 12 — Force Majeure

12.1 The Supplier is not liable for any failure to perform caused by circumstances beyond its reasonable control.

12.2 Force majeure includes (but is not limited to): war, military mobilisation, civil commotion, flood, fire, earthquake, epidemic, pandemic, government action, strikes, lockouts, shortage of materials or energy, machinery breakdown, transport disruption (including shipping lane blockages), failure by third-party suppliers, and any circumstance in the country of origin of materials which disrupts normal business.

12.3 If performance is delayed by force majeure for more than 3 months, either party may terminate the Agreement without the Supplier being liable for any compensation.

12.4 If the Supplier has partially performed before force majeure occurs, the Supplier may invoice for the part supplied and the Customer must pay as for a separate contract.

Article 13 — Price Adjustments

13.1 If prices of materials, wages, exchange rates, or similar costs increase after acceptance of an order, the Supplier may increase prices accordingly.

13.2 If the price increase exceeds 10%, the Customer may cancel the Agreement by written notice, unless the Supplier is prepared to deliver at the originally agreed price.

13.3 All prices are exclusive of VAT, which will be charged at the applicable rate.

Article 14 — Tolerances

14.1 Quantity Tolerances: The Supplier is deemed to have performed adequately if quantity deviations do not exceed:

(a) ±20% for quantities up to 500 kg net weight or 10,000 pre-formed units;

(b) ±10% for quantities above 500 kg net weight or 10,000 pre-formed units.

14.2 Quality Tolerances: The usual tolerances in respect of quality, colour, weight, dimensions, and appearance shall be allowed. When assessing whether a consignment falls outside reasonable limits, the average of the total delivery should be considered.

14.3 No Guarantees on Technical Claims: No guarantees can be given, regardless of the use of such indications as ‘colourfast’, ‘pasteurisation-resistant’, or ‘seal-resistant’ in the order confirmation.

Article 15 — Inspection and Complaints

15.1 The Customer must inspect all Goods within 14 days of delivery. Inspection means checking a representative sample for visual defects in printing, function, and appearance.

15.2 Deemed Acceptance: A Customer who has not examined Goods and notified complaints in writing within 14 days of receipt is deemed to have approved and accepted the Goods.

15.3 Complaints must be made in writing within 14 days of receipt, stating the nature, quantity affected, and including photographic evidence where applicable.

15.4 The Customer must enable the Supplier to examine the complaint on site and provide a reasonable opportunity to replace unsatisfactory Goods.

15.5 Goods may not be returned without the Supplier’s express written agreement. Agreement to return does not imply recognition of the claim’s validity or liability.

15.6 Partial Defects: If part of a delivery is defective, this does not justify rejection of the entire consignment or refusal to accept the remainder.

15.7 No Claims After Use: Under no circumstances may the Customer make any claim after the Goods have been used or processed, wholly or in part.

15.8 Limitation Period: No claims of any nature may be brought against the Supplier more than 12 months after delivery of the Goods.

Article 16 — Liability

16.1 The Supplier’s liability is limited to the invoice amount for the delivery from which the damage arises.

16.2 The Supplier is not liable for consequential loss including (but not limited to) loss of profit, business interruption, loss of contracts, loss of goodwill, or related costs.

16.3 No Liability for Customer-Provided Materials: The Supplier is not responsible for faults or consequences arising from:

(a) Models, materials, information, artwork, or specifications provided by the Customer;

(b) EAN codes, barcodes, or similar codes provided by the Customer;

(c) Goods manufactured in accordance with proofs approved by the Customer;

(d) Difficulties in utilisation, handling, or processing of delivered Goods.

16.4 No Liability After Continued Use: If the Customer continues to use Goods after notifying a defect, the Supplier bears no liability for those defects.

16.5 Storage and Usage: Incorrect storage or usage by the Customer (including failure to store indoors, at room temperature, out of direct sunlight) precludes the Supplier’s liability.

16.6 The Customer indemnifies the Supplier against all third-party claims relating to product liability or other failures, unless such claims result directly from the Supplier’s wilful misconduct.

16.7 Nothing in these Terms excludes or limits liability for death or personal injury caused by negligence, fraud, or any liability that cannot be excluded by law.

Article 17 — No Set-Off

17.1 The Customer may not set off any amount owed to the Supplier against claims or alleged claims the Customer may have against the Supplier.

17.2 Payment obligations remain due regardless of any dispute concerning the quality of Goods or any other matter. Disputes must be resolved separately from payment obligations.

Article 18 — Printing, Proofs, and Artwork

18.1 The Supplier uses standard inks for printing. Special requirements (colourfastness, alkali resistance, rub resistance, etc.) must be specified beforehand. Even if accepted, slight deviations do not justify rejection and do not involve Supplier liability.

18.2 Printer’s proofs are provided only when explicitly requested by the Customer or deemed necessary by the Supplier.

18.3 Proof Approval is Binding: Proofs approved in writing by the Customer are binding for execution of the order and cannot give rise to complaints. The Customer accepts full responsibility for errors in approved proofs, including (but not limited to) spelling, addresses, contact details, product information, and barcodes.

18.4 The Supplier excludes liability for consequences of usability or unusability of EAN barcodes or other codes applied at the Customer’s request, and for incorrect reading of such codes by scanning equipment, except for imputable production shortcomings.

18.5 In the absence of specific written instructions, orders are executed with materials usual in the trade. The Supplier is liable for influence of packaging on the packaged product only if the Customer has informed the Supplier in writing, prior to the order, of specific product properties.

Article 19 — Intellectual Property Rights

19.1 By ordering reproduction of any object protected under The Copyright, Designs and Patents Act 1988 or other intellectual property rights, the Customer warrants that there is no infringement of third-party rights. The Customer indemnifies the Supplier against all such claims.

19.2 Copyright on sketches, drawings, photographs, software, designs, and similar materials created by the Supplier remains with the Supplier, even when included in a Customer order.

19.3 If no order follows for a design within one month, that design may be invoiced, with copyright and reproduction rights remaining with the Supplier.

19.4 Copyright is not included in the cost of designs unless expressly agreed.

Article 20 — Production Equipment Ownership

20.1 All means of production including printing plates, cylinders, dies, blocks, negatives, information carriers, software, and other production equipment are the property of the Supplier, even if separately invoiced to the Customer.

20.2 The Customer cannot require such equipment to be handed over unless previously agreed in writing.

20.3 The Supplier is not obliged to conserve production equipment. Storage, if requested and agreed, will be invoiced separately.

20.4 Gravure cylinders are cleared after order completion unless conservation is specifically agreed.

Article 21 — Termination

21.1 The Supplier may suspend supply or terminate the Agreement with immediate effect by written notice if the Customer:

(a) Commits a material breach and fails to remedy it within 14 days of written notice;

(b) Fails to pay any amount due on the due date;

(c) Suspends, threatens to suspend, or ceases to carry on business; or

(d) Suffers deterioration in financial position such that its ability to perform is jeopardised.

21.2 Termination does not affect accrued rights and remedies.

21.3 Provisions intended to survive termination shall remain in full force and effect.

Article 22 — General Provisions

22.1 Assignment: The Supplier may assign or transfer its rights and obligations. The Customer may only do so with written consent.

22.2 Variation: Variations to the Agreement are only effective if in writing and signed by both parties.

22.3 Waiver: Failure to enforce any right does not constitute a waiver. Any waiver must be in writing.

22.4 Severance: If any provision is found unlawful or unenforceable, the remaining provisions continue in full force.

22.5 Third Party Rights: No third party has rights to enforce any term of the Agreement.

22.6 Notices: Notices must be in writing and delivered by email. A notice is deemed received at 9:00 AM on the next working day after transmission.

Article 23 — Governing Law and Jurisdiction

23.1 These Terms and all Agreements are governed by the law of England and Wales, excluding the UN Convention on Contracts for the International Sale of Goods (CISG).

23.2 Disputes shall be submitted exclusively to the courts of England and Wales, provided that the Supplier may also apply to the court in the Customer’s jurisdiction.

Article 24 — Language

24.1 These Terms and the Agreement are made only in the English language. Where provided in another language, the English text prevails.