Terms and Conditions apply to business-to-business transactions only.
1. DEFINITIONS AND INTERPRETATION
Business Day means a day other than a Saturday, Sunday or public holiday in England on which banks in London are open for business.
Contract means the contract between GBF and the Customer for the supply of Goods in accordance with these Terms.
Customer means the person, company, partnership or other organisation purchasing Goods from GBF in the course of its business, trade or profession.
Customer Data means any data, information, files, artwork, databases, variable data, codes, specifications or other digital information supplied or made available by or on behalf of the Customer.
Data Protection Legislation means all applicable data protection and privacy legislation in force in the United Kingdom from time to time, including the UK GDPR and Data Protection Act 2018, together with applicable regulations and regulatory guidance.
Delivery Location means the location specified in the Order or otherwise agreed in writing between the parties.
Force Majeure Event means an event, circumstance or cause beyond the reasonable control of the affected party.
GBF means Graphic Business Forms Limited, registered in England and Wales under company number 03038925.
Goods means the goods, products, printed materials, labels, consumables, equipment, hardware or other items identified in the Order.
Order means an order placed by the Customer for Goods, whether by purchase order, acceptance of a quotation, electronic ordering system, website, email, telephone or another method accepted by GBF.
Proof means any draft, sample, artwork, digital representation, prototype or other representation of Goods submitted to the Customer for review or approval.
Specification means the specification for the Goods agreed between GBF and the Customer, including any relevant artwork, dimensions, materials, performance requirements, plans, drawings, data or technical requirements.
Terms means these Terms and Conditions of Sale.
UK GDPR has the meaning given to it under applicable UK data protection legislation.
References to writing or written communication include email and other electronic communications capable of being retained as a permanent record.
2. BASIS OF CONTRACT
2.1 These Terms apply to the Contract to the exclusion of any other terms which the Customer seeks to impose or incorporate, including terms contained in a Customer purchase order, procurement system or other document, unless expressly agreed in writing by an authorised representative of GBF.
2.2 A quotation issued by GBF constitutes an invitation to treat and not an offer capable of acceptance.
2.3 An Order placed by the Customer constitutes an offer to purchase the Goods in accordance with these Terms.
2.4 An Order shall become binding when GBF issues written acceptance, order acknowledgement or otherwise confirms acceptance of the Order.
2.5 The Customer is responsible for ensuring that its Order, Specification, Customer Data and other information supplied to GBF are complete and accurate.
2.6 Unless otherwise stated, quotations shall remain valid for 30 days from their date of issue.
2.7 Nothing said or agreed by an employee, representative or agent of GBF shall vary these Terms unless confirmed in writing by a person authorised by GBF to agree such variation.
3. GOODS AND SPECIFICATIONS
3.1 The Goods shall be manufactured or supplied substantially in accordance with the agreed Specification.
3.2 Images, drawings, samples, descriptions, dimensions and other information provided by GBF are intended to provide an approximate representation of the Goods unless expressly incorporated into the Specification.
3.3 Where Goods are manufactured or configured in accordance with a Specification, artwork, instruction or Customer Data supplied by the Customer, GBF shall be entitled to rely upon the accuracy and suitability of that information.
3.4 The Customer warrants that any Specification, artwork, data, content, trade mark, design or other material supplied by it may lawfully be used by GBF for the purposes of performing the Contract.
3.5 The Customer shall indemnify GBF against reasonable losses, liabilities, damages, costs and expenses incurred as a result of a third-party claim alleging that GBF’s proper use of Customer-supplied materials infringes that third party’s intellectual property or other proprietary rights.
3.6 GBF may make minor changes to the Specification where necessary to comply with applicable law or regulatory requirements, or where the change does not materially adversely affect the quality, function or performance of the Goods.
4. PRELIMINARY, DEVELOPMENT AND EXPERIMENTAL WORK
4.1 Preliminary, design, development, testing, sampling, tooling or experimental work requested by the Customer may be charged separately.
4.2 Where the likely cost of such work is material, GBF shall wherever reasonably practicable inform the Customer before undertaking it.
4.3 Intellectual property created by GBF in its general processes, methods, know-how, tooling, systems or production techniques shall remain the property of GBF unless expressly agreed otherwise in writing.
5. PROOFS AND CUSTOMER APPROVAL
5.1 Where appropriate, GBF shall provide a Proof to the Customer for review and approval.
5.2 The Customer is responsible for carefully checking all relevant aspects of the Proof, including wording, spelling, layout, dimensions, colours where applicable, codes, numbers, variable information and other Customer-specific content.
5.3 GBF shall not commence final production where Proof approval is required until approval has been received from an authorised representative of the Customer.
5.4 Approval may be provided by email, electronic approval system, customer portal or another written method agreed between the parties.
5.5 Once a Proof has been approved, the Customer shall be responsible for errors or omissions which were reasonably identifiable from the approved Proof, except to the extent caused by GBF subsequently failing to reproduce the approved Proof correctly.
5.6 Customer-requested changes following approval may result in additional charges and changes to the anticipated delivery date.
5.7 Additional Proofs or alterations beyond the scope originally quoted may be charged at GBF’s reasonable prevailing rates.
6. CUSTOMER-SUPPLIED CONTENT AND DATA
6.1 The Customer is responsible for the completeness and accuracy of Customer Data supplied to GBF.
6.2 GBF shall be entitled to rely upon Customer Data without independently verifying its accuracy unless GBF has expressly agreed in writing to provide a verification service.
6.3 Where GBF accurately reproduces, processes or uses Customer Data in accordance with the Customer’s instructions, GBF shall not be liable for errors originating within that Customer Data.
6.4 This provision applies, without limitation, to variable print data, names and addresses, serial numbers, SKU information, barcodes and other machine-readable codes, databases and spreadsheets, automated order feeds, customer portals and electronic ordering information, artwork and digital files.
6.5 GBF shall exercise reasonable care in processing Customer Data entrusted to it.
7. DELIVERY
7.1 GBF shall deliver the Goods to the Delivery Location.
7.2 Additional costs incurred because the Customer requests delivery to a different location, expedited delivery, specialist handling or another non-standard delivery arrangement may be charged to the Customer.
7.3 Delivery is completed when the Goods are unloaded at the Delivery Location or, where collection is agreed, when the Goods are made available for collection.
7.4 Delivery dates are estimates unless GBF expressly agrees in writing that a particular date is guaranteed.
7.5 Time for delivery shall not be of the essence unless expressly agreed in writing.
7.6 GBF shall use reasonable endeavours to meet agreed delivery requirements and shall communicate material known delays to the Customer as soon as reasonably practicable.
7.7 GBF shall not be liable for delay caused by a Force Majeure Event; Customer delay; incomplete or inaccurate Customer instructions; late Proof approval; changes requested by the Customer; or another circumstance beyond GBF’s reasonable control.
7.8 Where GBF is responsible for a material failure to deliver, GBF shall be given a reasonable opportunity to remedy the position before the Customer obtains replacement goods elsewhere, where such opportunity is commercially practicable.
7.9 GBF may deliver Goods by instalments. Each instalment may be invoiced separately.
7.10 A delay or defect affecting one instalment shall not automatically entitle the Customer to cancel unaffected instalments.
8. QUANTITY TOLERANCES
8.1 Unless exact quantities are expressly agreed in writing, quantities of bespoke printed or manufactured Goods shall be subject to reasonable manufacturing tolerances.
8.2 Unless otherwise stated in the Order or Specification, GBF may supply up to 10% more or less than the quantity ordered.
8.3 The Customer shall be invoiced for the quantity actually supplied.
8.4 Where exact quantities are operationally or commercially essential, the Customer must notify GBF before the Order is accepted and the requirement must be expressly recorded in the Order or Specification.
9. CALL-OFF, STOCKHOLDING AND FORECAST ORDERS
9.1 Where GBF agrees to manufacture, purchase or hold Goods or materials for future call-off by the Customer, the parties shall agree the anticipated call-off period or other relevant stockholding arrangement.
9.2 Unless otherwise agreed, Goods manufactured specifically for the Customer shall be called off within six months of manufacture or such other period specified in the Order.
9.3 GBF may reasonably rely upon forecasts, volume commitments and stock requirements provided by the Customer when purchasing materials or manufacturing Goods specifically for that Customer.
9.4 The Customer shall be responsible for Goods and materials reasonably and specifically committed by GBF against an agreed Order, forecast or stockholding commitment where those Goods or materials cannot reasonably be redeployed.
9.5 GBF shall use reasonable endeavours to manage stockholding responsibly and minimise unnecessary obsolete stock.
9.6 Where anticipated demand changes materially, the Customer shall notify GBF as soon as reasonably practicable and the parties shall discuss appropriate mitigation.
9.7 Where stock becomes obsolete because of a Customer-requested change to artwork, Specification, SKU, branding, product requirements or forecast, GBF may charge the Customer for the reasonable cost of affected Goods and materials that cannot reasonably be reused.
9.8 Where Goods remain uncalled after the agreed call-off period, GBF may, following reasonable notice: deliver and invoice the remaining Goods; charge reasonable storage costs; agree an extended call-off period; or, where appropriate, dispose of obsolete Goods and charge the reasonable costs associated with them.
9.9 Where Goods or materials have a recognised shelf life, GBF shall not be required to hold them beyond a commercially reasonable period where doing so could materially affect their performance.
9.10 Unless otherwise agreed in writing, where GBF holds finished Customer-specific Goods at its premises and no call-off or other authorised outward stock movement has occurred in respect of the relevant stockholding for six consecutive months, GBF may give the Customer not less than 30 days’ written notice requiring it to arrange delivery or collection of the remaining Goods. A partial movement shall not automatically restart the six-month period for separate identifiable batches which have remained unmoved.
9.11 Following expiry of that notice, and subject to any separate written stockholding agreement, GBF may arrange delivery of the affected Goods to the agreed Delivery Location on reasonable notice. For Goods not previously invoiced, GBF may invoice the price properly payable under the agreed Order or stockholding commitment. For Goods already paid for, no second charge for the Goods shall be made. In either case, reasonable additional delivery, handling or storage costs may be charged where permitted by the agreed arrangements and notified to the Customer. If delivery cannot reasonably be effected, GBF may continue to store the Goods at reasonable notified rates while the parties seek a practical resolution.
9.12 The Customer may request an extension of any call-off or storage period, subject to GBF’s written agreement, reasonable storage charges and consideration of shelf life, condition and operational capacity. Nothing in clauses 9.10 to 9.12 overrides an expressly agreed longer storage period or requires GBF to dispatch Goods contrary to applicable law or reasonable delivery and site requirements.
9.13 GBF shall exercise reasonable care in storing Customer-owned or Customer-paid Goods in its custody. Unless otherwise agreed in writing, the Customer is responsible for insuring Customer-owned Goods against risks ordinarily covered by property insurance, and GBF shall remain responsible for loss or damage to the extent caused by its breach of contract or negligence, subject to clause 23 and applicable law. The parties shall agree any special storage, environmental, handling or insurance requirements in writing before acceptance.
10. PRICE
10.1 The price of the Goods shall be the price stated in the Order or otherwise agreed in writing.
10.2 Prices exclude VAT unless expressly stated otherwise.
10.3 VAT shall be charged at the rate applicable at the relevant tax point.
10.4 Unless otherwise agreed, quoted prices are based upon the quantities, Specification, delivery requirements and other assumptions stated in the quotation.
10.5 Material changes requested by the Customer may result in an appropriate adjustment to price.
11. EXCEPTIONAL INCREASES IN MATERIAL AND SUPPLY COSTS
11.1 Prices agreed by GBF are based upon the costs of materials, production, energy, freight, duties, exchange rates and other relevant inputs reasonably prevailing at the time the quotation or pricing arrangement is agreed.
11.2 GBF accepts that ordinary fluctuations in those costs form part of normal commercial activity and shall not ordinarily result in any change to an agreed price.
11.3 Where, however, GBF experiences a material and exceptional increase in the cost or availability of any principal raw material, component or external input required to manufacture or supply the Goods, and that increase is outside GBF’s reasonable control and has a material adverse effect on the cost of supply, GBF may notify the Customer and request that the affected commercial arrangements are reviewed.
11.4 Such circumstances may include material increases affecting paper, board or labelstock; facestock, liners, adhesives, films or synthetic materials; inks, coatings or other production materials; energy; freight and transportation; duties, tariffs or taxes; exchange-rate movements materially affecting imported materials or components; changes in law or regulatory requirements; or any other significant external input outside GBF’s reasonable control.
11.5 Where GBF invokes this clause, GBF shall explain the nature of the relevant increase and, where reasonably practicable, provide sufficient information to allow the Customer to understand the material impact on the affected Goods.
11.6 GBF and the Customer shall then discuss the impact in good faith and use reasonable endeavours to agree an appropriate commercial solution.
11.7 Such a solution may include an adjustment to price; the use of alternative materials or components; an amendment to the Specification; revised quantities; revised delivery arrangements; revised call-off or supply arrangements; or another mutually acceptable commercial solution.
11.8 GBF shall not seek to rely on this clause in respect of ordinary or immaterial cost movements.
11.9 If no reasonable commercial solution can be agreed within a reasonable period and the exceptional increase makes continued supply on the existing terms commercially unreasonable, GBF may suspend or terminate the affected undelivered portion of the Contract on reasonable written notice.
11.10 Any suspension or termination under this clause shall not affect the Customer’s liability for Goods already delivered; Goods already manufactured; work already reasonably undertaken; or materials reasonably and specifically committed to the affected Order which cannot reasonably be redeployed.
12. INVOICING AND PAYMENT
12.1 GBF may invoice following delivery or at another agreed stage specified in the Order.
12.2 Unless otherwise agreed in writing, invoices shall be payable within 30 days of the invoice date.
12.3 The Customer shall pay invoices in full without deduction, withholding or set-off except where required by law.
12.4 Where an invoice is genuinely disputed, the Customer shall notify GBF promptly, identifying the amount and basis of the dispute, and shall pay any undisputed amount when due.
12.5 The parties shall work reasonably and in good faith to resolve genuine invoice disputes promptly.
12.6 GBF reserves all rights available to it in relation to interest, compensation and reasonable recovery costs arising from late commercial payments under applicable law.
12.7 Persistent or material late payment may result in suspension of further production or supply following reasonable notice where circumstances permit.
13. TITLE AND RISK
13.1 Risk in the Goods shall pass to the Customer upon delivery.
13.2 Title to the Goods shall not pass until GBF has received payment in full for those Goods.
13.3 Until title passes, the Customer shall, so far as reasonably practicable, identify the Goods as belonging to GBF; keep them in satisfactory condition; maintain appropriate insurance; and notify GBF promptly if it becomes subject to insolvency or similar proceedings.
13.4 Subject to applicable law, if the Customer becomes insolvent or fails materially to meet its payment obligations before title passes, GBF may require return of identifiable Goods which remain in the Customer’s possession and have not been resold or irreversibly incorporated into another product.
13.5 The Customer shall permit GBF reasonable access, subject to applicable law and reasonable site requirements, to recover Goods to which GBF retains title.
14. QUALITY, INSPECTION AND DEFECTS
14.1 GBF warrants that on delivery the Goods shall conform in all material respects with the agreed Specification; be free from material defects in materials and workmanship; and be of satisfactory quality as required by applicable law.
14.2 The Customer shall inspect the Goods within a reasonable period following delivery.
14.3 Obvious shortages, transit damage or defects reasonably apparent on inspection should be notified to GBF in writing as soon as reasonably practicable and normally within five Business Days of delivery.
14.4 A defect that could not reasonably have been discovered during initial inspection shall be notified to GBF promptly after discovery.
14.5 A notification should contain sufficient information to enable GBF to investigate the issue, including where reasonably available photographs, batch information, samples, delivery details and a description of the alleged defect.
14.6 The Customer shall give GBF a reasonable opportunity to inspect or test the Goods and investigate the circumstances.
14.7 Where Goods fail to comply with clause 14.1 and GBF is responsible for that failure, GBF shall, at its option and as appropriate in the circumstances, repair the affected Goods; replace the affected Goods; reperform relevant work; or credit or refund the price attributable to the affected Goods.
14.8 GBF shall not be responsible for defects caused by Customer-supplied materials; inaccurate Customer Data or Specifications; unsuitable storage following delivery; misuse; use outside the agreed or reasonably anticipated application; alterations made by persons other than GBF; or fair wear and tear.
14.9 Nothing in this clause prevents GBF from working constructively with the Customer to identify the cause of an issue and an appropriate solution.
15. DATA PROTECTION
15.1 Each party shall comply with its obligations under applicable Data Protection Legislation.
15.2 The parties acknowledge that their respective status as controller, joint controller or processor shall depend upon the nature and purpose of the particular processing activity.
15.3 Where GBF processes Personal Data solely on behalf of the Customer as a processor, GBF shall process Personal Data only on the Customer’s documented lawful instructions unless otherwise required by applicable law; ensure persons authorised to process the Personal Data are subject to appropriate confidentiality obligations; implement appropriate technical and organisational measures proportionate to the nature and risk of the processing; assist the Customer, taking into account the nature of the processing and information reasonably available to GBF, with applicable data subject, security, breach, impact-assessment and regulatory obligations; notify the Customer without undue delay after becoming aware of a Personal Data Breach affecting Personal Data processed by GBF on the Customer’s behalf; on termination of the relevant processing, delete or return Personal Data as reasonably directed by the Customer, subject to legal retention obligations; make available information reasonably necessary to demonstrate compliance with applicable processor obligations; and permit reasonable audits where required by applicable Data Protection Legislation, subject to appropriate confidentiality, security and operational safeguards.
15.4 The Customer warrants that it has an appropriate lawful basis and has provided all required notices or obtained all required permissions for Personal Data supplied to GBF.
15.5 The Customer gives general authorisation for GBF to appoint appropriate sub-processors. GBF shall remain responsible for ensuring that required data protection obligations are imposed upon such sub-processors.
15.6 GBF shall maintain information identifying relevant sub-processors and make this available to the Customer on reasonable request.
15.7 Where GBF initiates a restricted transfer of Personal Data outside the UK, it shall ensure that an appropriate lawful transfer mechanism is used where required by applicable Data Protection Legislation.
15.8 Where the nature of processing requires further particulars concerning subject matter, duration, nature and purpose, categories of Personal Data or categories of Data Subject, those details may be set out in a separate data processing schedule or agreement.
15.9 Nothing in these Terms prevents GBF from processing Personal Data as an independent controller where necessary for its legitimate business administration, legal, regulatory, accounting, security or contractual purposes, subject always to applicable Data Protection Legislation.
16. MACHINE-READABLE CODES AND DIGITAL IDENTIFIERS
16.1 This clause applies to barcodes, QR codes, Data Matrix codes, serialised identifiers and other machine-readable or digitally encoded information reproduced on or incorporated into the Goods.
16.2 GBF shall reproduce such codes in accordance with the agreed Specification, approved Proof and generally accepted production standards applicable to the relevant process.
16.3 Unless GBF has expressly agreed to provide a verification service, the Customer is responsible for confirming that the underlying data is correct; the chosen code or format is appropriate for its intended application; and the code is compatible with the equipment, systems and operating environment in which it will be used.
16.4 Where GBF has correctly reproduced Customer-supplied or Customer-approved information, GBF shall not be responsible for failure caused by incorrect underlying data, unsuitable Customer equipment, system configuration or an application outside the agreed Specification.
16.5 Where a scanning or readability problem is reported, both parties shall cooperate reasonably in investigating its cause.
17. HARDWARE, PRINTERS AND THIRD-PARTY PRODUCTS
17.1 Where GBF supplies printers, scanners, hardware, software-enabled equipment or other third-party products, the Customer acknowledges that such products may be manufactured or developed by third parties.
17.2 Where appropriate, GBF shall pass through the benefit of any manufacturer’s warranty available to the Customer.
17.3 GBF shall not be responsible for defects inherent in a third-party product beyond the obligations GBF is legally required to assume, but shall provide reasonable assistance in pursuing an applicable manufacturer warranty.
17.4 Unless expressly included within the Order, the Customer is responsible for ensuring the suitability of its own IT infrastructure, networks, software, security policies, device configuration, connectivity and other systems with which the Goods are intended to operate.
17.5 Where GBF has undertaken a specific compatibility assessment or expressly recommended equipment for a defined application, GBF shall exercise reasonable skill and care in doing so.
17.6 Installation, configuration, integration, maintenance and support services shall only be included where specified in the Order.
17.7 GBF shall not be responsible for changes made to hardware, firmware, software, networks or configuration by the Customer or a third party after installation which adversely affect performance.
18. CANCELLATION AND CHANGES TO ORDERS
18.1 Because many Goods supplied by GBF are bespoke, made-to-order or Customer-specific, an accepted Order may not automatically be cancelled.
18.2 The Customer should contact GBF as soon as possible if it wishes to cancel or change an Order.
18.3 GBF shall use reasonable endeavours to accommodate a cancellation or change where production or procurement commitments allow.
18.4 Where cancellation or amendment results in costs which GBF has reasonably incurred or committed, the Customer shall be responsible for those reasonable costs.
18.5 Such costs may include work already undertaken; Customer-specific materials purchased; tooling or setup; Goods already manufactured; third-party cancellation charges; and materials which cannot reasonably be redeployed.
18.6 GBF shall take reasonable steps to mitigate avoidable cancellation costs.
19. RETURNS
19.1 Bespoke, personalised or Customer-specific Goods may not ordinarily be returned merely because the Customer no longer requires them.
19.2 This does not affect the Customer’s rights in respect of defective Goods under clause 14.
19.3 Standard, non-bespoke Goods may only be returned with GBF’s prior written agreement and subject to any reasonable restocking or collection charge notified to the Customer.
20. STANDING MATERIAL, TOOLING AND PRODUCTION ASSETS
20.1 Unless expressly purchased by the Customer, production materials, tooling, plates, dies, digital production files, moulds, templates and similar assets created or owned by GBF for use in manufacturing shall remain GBF’s property.
20.2 Materials or tooling supplied and owned by the Customer shall remain the Customer’s property.
20.3 GBF may dispose of obsolete production assets after a reasonable period following completion of an Order unless specific retention arrangements have been agreed.
20.4 GBF may make a reasonable charge where the Customer requests long-term storage of dedicated tooling or other production assets.
21. CUSTOMER PROPERTY AND MATERIALS
21.1 GBF shall exercise reasonable care in relation to Customer property placed in its possession.
21.2 Unless otherwise agreed, the Customer is responsible for maintaining appropriate insurance for Customer-owned property of material value.
21.3 GBF may charge reasonable storage costs for Customer property retained significantly beyond the period reasonably required to perform the Contract.
21.4 GBF may reject Customer-supplied materials which reasonably appear unsuitable for the intended production process.
21.5 Where Customer-supplied materials prove unsuitable during production, GBF shall notify the Customer as soon as reasonably practicable.
21.6 Additional costs reasonably arising from unsuitable Customer-supplied materials may be charged to the Customer.
21.7 GBF shall use reasonable care and skill when working with Customer-supplied materials but shall not be responsible for defects directly caused by the inherent quality or unsuitability of those materials where this was not reasonably apparent to GBF beforehand.
21.8 The Customer shall provide reasonable additional quantities of Customer-supplied materials to allow for normal manufacturing setup and spoilage.
22. SUSTAINABILITY AND REGULATORY REQUIREMENTS
22.1 Where the Customer requires Goods to satisfy a specific sustainability, environmental, recyclability, certification, regulatory or industry requirement, that requirement must be identified and agreed as part of the Specification.
22.2 GBF shall take reasonable care to ensure that Goods supplied against such an agreed requirement conform materially with it.
22.3 GBF may rely upon certifications, technical information and declarations provided by reputable material manufacturers and suppliers unless GBF knows or reasonably ought to know that such information is materially inaccurate.
22.4 General environmental or sustainability descriptions shall not be interpreted as guaranteeing suitability for a particular Customer process, recycling stream or regulatory regime unless expressly incorporated into the Specification.
23. LIMITATION OF LIABILITY
23.1 Nothing in the Contract excludes or limits liability where exclusion or limitation is prohibited by law, including liability for death or personal injury caused by negligence; fraud or fraudulent misrepresentation; or any other liability which cannot lawfully be excluded or limited.
23.2 Subject to clause 23.1, GBF shall not be liable for loss of profit; loss of revenue; loss of business; loss of anticipated savings; loss of contract or opportunity; loss of goodwill; or indirect or consequential loss, except to the extent such exclusion is prohibited by law.
23.3 Subject to clause 23.1, GBF’s total aggregate liability arising out of or in connection with an Order shall not exceed the total price payable for the Goods giving rise to the relevant claim.
23.4 Where a claim relates only to an identifiable part, batch or instalment of the Goods, the liability cap shall, subject to applicable law, be calculated by reference to the price attributable to that affected part, batch or instalment.
23.5 The parties acknowledge that the prices charged by GBF reflect the allocation of risk contained within these Terms.
23.6 Nothing in this clause prevents the parties from agreeing a different liability arrangement in writing for a particular Contract where the nature, scale or risk of the project reasonably requires it.
23.7 Subject to clause 23.1 and applicable law, this clause 23 also applies to claims arising from GBF’s agreed storage, handling or delivery of Goods, including Customer-owned or Customer-paid stock held at GBF’s premises. Nothing in this clause relieves GBF of its obligation to exercise reasonable care under clause 9.13 or clause 21.
24. FORCE MAJEURE AND SUPPLY DISRUPTION
24.1 Neither party shall be liable for failure or delay in performing an obligation to the extent caused by a Force Majeure Event.
24.2 Force Majeure Events may include, where beyond the affected party’s reasonable control, natural disaster; fire or flood; war, terrorism or civil disturbance; industrial action; epidemic or pandemic; government action; material transport or infrastructure disruption; widespread energy interruption; exceptional failure or unavailability within a critical supply chain; import or export restrictions; or other comparable circumstances.
24.3 The affected party shall notify the other party as soon as reasonably practicable; explain the anticipated effect where reasonably possible; and take reasonable steps to mitigate the impact.
24.4 Where the event continues for a period which makes continued performance commercially unreasonable, the parties shall discuss alternative arrangements in good faith.
24.5 If no reasonable solution can be agreed, either party may terminate the affected part of the Contract on reasonable written notice.
24.6 The Customer shall remain liable for Goods already delivered, work reasonably completed and Customer-specific materials reasonably committed before termination.
25. SUSPENSION
25.1 GBF may suspend further production, delivery or performance where the Customer materially fails to pay amounts properly due; GBF reasonably believes the Customer is unable to meet its payment obligations; the Customer materially fails to provide information, approvals or instructions necessary for GBF to perform the Contract; continued performance would create a material legal, regulatory, health and safety or security risk; or another material breach remains unresolved.
25.2 Where reasonably practicable, GBF shall notify the Customer before suspension and provide an opportunity to remedy the relevant issue.
25.3 GBF shall resume performance within a reasonable period after the circumstances giving rise to suspension have been satisfactorily resolved.
26. TERMINATION
26.1 Either party may terminate the Contract by written notice where the other party commits a material breach which is capable of remedy and fails to remedy that breach within 14 days after receiving written notice requiring it to do so.
26.2 GBF may terminate the Contract immediately by written notice if the Customer enters administration, liquidation or another formal insolvency procedure, other than for a solvent restructuring; has a receiver or similar officer appointed over a material part of its assets; ceases or threatens to cease carrying on a substantial part of its business; or experiences a material deterioration in financial circumstances which gives GBF reasonable grounds to believe payment obligations will not be met.
26.3 GBF may terminate an affected Order where payment remains materially overdue after reasonable notice.
26.4 On termination, the Customer shall pay outstanding invoices; amounts due for Goods already supplied; reasonable amounts for Goods already manufactured; reasonable costs of work undertaken; and reasonable costs of Customer-specific materials committed which cannot reasonably be redeployed.
26.5 GBF shall take reasonable steps to mitigate avoidable costs following termination.
26.6 Termination shall not affect rights or liabilities accrued before termination.
26.7 Provisions which by their nature are intended to continue after termination shall survive termination.
27. ILLEGAL, OFFENSIVE OR INFRINGING MATERIAL
27.1 GBF shall not be required to produce Goods containing material which GBF reasonably believes is unlawful; infringes third-party rights; is fraudulent or misleading; is seriously offensive; or would expose GBF to material legal or regulatory risk.
27.2 The Customer is responsible for ensuring that content supplied by it may lawfully be reproduced.
27.3 The Customer shall indemnify GBF against reasonable losses and costs arising from third-party claims caused by GBF’s proper reproduction of unlawful or infringing Customer-supplied content.
28. DISPUTES
28.1 The parties shall seek to resolve disputes promptly, professionally and in good faith.
28.2 A genuine dispute relating to one invoice or Order shall not entitle the Customer to withhold undisputed sums properly due under another invoice or Order.
28.3 Before commencing substantive court proceedings, the parties shall, where appropriate, seek to escalate a material commercial dispute to senior representatives of each party for good-faith discussion.
28.4 Nothing in this clause prevents either party from seeking urgent injunctive relief, commencing debt recovery proceedings or taking action where necessary to preserve a legal right.
29. CONFIDENTIALITY
29.1 Each party shall keep confidential commercially sensitive, technical or proprietary information disclosed by the other party which is identified as confidential or which ought reasonably to be understood to be confidential.
29.2 Confidential information may be used only to the extent reasonably required to perform or administer the Contract.
29.3 This clause does not apply to information which is or becomes publicly available other than through breach of confidence; was lawfully known to the receiving party before disclosure; is lawfully received from a third party without confidentiality restriction; or must be disclosed by law or regulatory requirement.
29.4 This clause shall survive termination of the Contract.
30. ASSIGNMENT AND SUBCONTRACTING
30.1 GBF may use appropriately qualified subcontractors and suppliers in performing the Contract.
30.2 GBF shall remain responsible for its contractual obligations notwithstanding such subcontracting.
30.3 The Customer may not assign, transfer, charge, subcontract, delegate or otherwise deal with any of its rights or obligations under the Contract without GBF’s prior written consent, such consent not to be unreasonably withheld or delayed.
30.4 GBF may assign or transfer the Contract as part of a bona fide corporate restructuring, financing arrangement or sale of all or a substantial part of its business.
31. VARIATION
31.1 No variation to an accepted Order or Contract shall be effective unless agreed in writing by authorised representatives of the parties.
31.2 GBF may update these standard Terms from time to time for future Contracts.
31.3 Updated Terms shall not retrospectively alter an existing Contract unless expressly agreed between the parties.
32. WAIVER
32.1 A failure or delay by either party to exercise a contractual right shall not constitute a waiver of that right.
32.2 A waiver shall apply only to the particular circumstances for which it is given unless expressly stated otherwise.
33. SEVERANCE
33.1 If any provision or part of a provision is found to be invalid, unlawful or unenforceable, it shall be treated as deleted to the minimum extent necessary.
33.2 The remaining provisions shall continue in full force.
33.3 Where appropriate, the parties shall use reasonable endeavours to replace the affected provision with a lawful provision which most closely achieves its original commercial purpose.
34. NOTICES
34.1 Formal notices under the Contract shall be in writing and delivered by hand; by pre-paid first-class or next-Business-Day delivery service to the relevant registered office or principal place of business; or by email to the address stated in the Order or subsequently notified for contractual notices.
34.2 A notice shall be treated as received if delivered by hand, when left at the correct address during normal business hours; if sent by post or next-Business-Day delivery, at the time delivery would ordinarily occur; and if sent by email, at the time of transmission provided no delivery failure notification is received, or at the start of the next Business Day if sent outside normal business hours.
34.3 This clause does not apply to formal service of court proceedings where different legal requirements apply.
35. THIRD-PARTY RIGHTS
35.1 Unless expressly stated otherwise, a person who is not a party to the Contract shall have no right under the Contracts (Rights of Third Parties) Act 1999 to enforce its terms.
36. ENTIRE AGREEMENT
36.1 The Contract constitutes the entire agreement between the parties concerning the relevant Order and supersedes previous discussions, correspondence or representations relating to that Order.
36.2 Nothing in this clause excludes liability for fraud or fraudulent misrepresentation.
37. RELATIONSHIP OF THE PARTIES
37.1 Nothing in the Contract creates a partnership, joint venture, agency or employment relationship between the parties.
37.2 Neither party has authority to bind the other except where expressly agreed.
38. LAW AND JURISDICTION
38.1 The Contract and any dispute or claim arising from it shall be governed by the laws of England and Wales.
38.2 The courts of England and Wales shall have exclusive jurisdiction in relation to disputes arising out of or in connection with the Contract.
39. STATUTORY PRINTING REQUIREMENTS
39.1 GBF may include any printer’s name, address, imprint, identification or other information on Goods where required or permitted by applicable law.
39.2 The Customer shall not require GBF to omit information where its inclusion is required by law.
40. COMMERCIAL APPROACH
40.1 GBF aims to build long-term customer relationships based upon quality, reliability, transparency and fair dealing.
40.2 These Terms are intended to provide both GBF and its Customers with clarity regarding their respective responsibilities and to establish a practical framework for resolving unforeseen issues when they arise.
40.3 Where circumstances materially affect GBF’s ability to supply Goods on the agreed commercial basis, GBF’s preferred approach is to communicate openly, understand the relevant facts and seek a reasonable and commercially sustainable solution with the Customer.
40.4 Nothing in this clause overrides or limits the legal rights or obligations contained elsewhere in these Terms.
