1. DEFINITIONS
1.1 Definitions
“Agreement” means any quotation, order acknowledgement, purchase order, invoice, specification, or contract incorporating these Terms.
“Products” means any goods, products, formulations, filled products, packed goods, cosmetic products, liquids, sprays, automotive products, or other items supplied or manufactured by Cheshire Fillers Limited.
“Services” means any filling, manufacturing, blending, packing, labelling, storage, assembly, testing, or related services provided by the Company.
“Customer Materials” means any packaging, artwork, raw materials, labels, formulations, components, or other items supplied by the Customer.
“MOQ” means minimum order quantity.
“Specification” means the agreed written specification for the Products or Services.
“Business Day” means any day excluding weekends and public holidays in England and Wales.
2. BASIS OF CONTRACT
2.1
All quotations, sales, manufacturing services, and supplies are subject exclusively to these Terms.
2.2
Any terms proposed by the Customer are excluded unless expressly agreed in writing by Cheshire Fillers Limited.
2.3
Orders shall only become binding once accepted in writing by the Company.
2.4
Quotations are valid for 30 days unless otherwise stated.
3. QUOTATIONS & PRICING
3.1
All prices are exclusive of:
- VAT
- Delivery charges
- Customs duties
- Storage charges
- Pallet charges
- Testing charges
- Regulatory costs unless otherwise agreed
3.2
Prices may be adjusted due to:
- Increases in raw material costs
- Packaging cost increases
- Labour cost increases
- Exchange rate fluctuations
- Specification changes requested by the Customer
3.3
Additional work requested outside the original quotation may be charged separately.
4. ORDERS & PRODUCTION
4.1
The Customer is responsible for ensuring:
- All specifications are correct
- Artwork is approved
- Packaging compatibility is confirmed
- Regulatory compliance requirements are met
4.2
Production shall commence only after:
- Written approval
- Deposit payment (where applicable)
- Receipt of required materials
- Confirmation of artwork/specifications
4.3
Any changes requested after production commencement may result in:
- Delays
- Additional charges
- Cancellation fees
- Wastage charges
5. CUSTOMER-SUPPLIED MATERIALS
5.1
The Customer is fully responsible for:
- Suitability
- Legality
- Compatibility
- Quality
- Regulatory compliance
of any Customer-supplied materials.
5.2
The Company accepts no liability for defects, delays, or failures caused by Customer Materials.
5.3
Unused Customer Materials may be disposed of after 90 days unless otherwise agreed.
5.4
Storage charges may apply for Customer Materials stored on-site.
6. FORMULATIONS & REGULATORY RESPONSIBILITY
6.1
Where the Customer supplies formulations, the Customer warrants that:
- The formulation is safe
- Legally compliant
- Non-infringing
- Suitable for manufacture and sale
6.2
The Customer remains legally responsible for:
- Product claims
- Regulatory filings
- PIF requirements
- CPSR compliance
- Trademark compliance
- Market authorisation requirements
6.3
The Company does not guarantee regulatory approval unless specifically agreed in writing.
7. COSMETIC PRODUCTS
7.1
For cosmetic products, the Customer is responsible for:
- Cosmetic notification requirements
- Safety assessments
- Product claims
- Artwork compliance
- Ingredient approvals
- Legal market compliance
7.2
Natural variation in:
- Colour
- Fragrance
- Viscosity
- Appearance
may occur between batches and shall not constitute a defect.
8. DELIVERY
8.1
Delivery dates are estimates only and are not guaranteed.
8.2
The Company shall not be liable for delays caused by:
- Material shortages
- Supplier delays
- Force majeure events
- Transport issues
- Customer approval delays
8.3
Risk in the Products passes to the Customer upon delivery or collection.
8.4
The Customer must inspect all Products immediately upon receipt.
8.5
Any shortages, damages, or delivery discrepancies must be reported within 48 hours.
9. PAYMENT TERMS
9.1
Unless otherwise agreed:
- 50% deposit required before production
- Balance payable prior to dispatch
9.2
Approved account customers must pay invoices within 30 days.
9.3
Late payments may incur:
- Interest at 4% above Bank of England base rate
- Debt recovery costs
- Legal costs
9.4
The Company may suspend production or deliveries for overdue accounts.
10. RETENTION OF TITLE
10.1
Ownership of Products shall remain with Cheshire Fillers Limited until full payment has been received.
10.2
The Company reserves the right to recover Products where payment has not been made.
11. QUALITY & WARRANTY
11.1
The Company warrants that Products shall materially conform to agreed specifications at the time of dispatch.
11.2
The Customer must inspect Products before use or resale.
11.3
The Company shall not be liable for:
- Misuse
- Improper storage
- Customer handling
- Third-party modifications
- Customer packaging failures
11.4
Any warranty claim must be submitted in writing within 5 Business Days of discovery.
12. LIMITATION OF LIABILITY
12.1
To the maximum extent permitted by law, Cheshire Fillers Limited shall not be liable for:
- Loss of profit
- Loss of business
- Indirect losses
- Consequential losses
- Reputational damage
- Third-party claims
12.2
The Company’s total liability shall not exceed the value of the affected order.
12.3
Nothing in these Terms excludes liability for:
- Death or personal injury caused by negligence
- Fraud
- Any liability which cannot legally be excluded
13. INTELLECTUAL PROPERTY
13.1
All intellectual property rights owned by Cheshire Fillers Limited remain the property of the Company.
13.2
The Customer warrants that any artwork, branding, or specifications supplied do not infringe third-party rights.
13.3
The Customer indemnifies the Company against any claims arising from Customer-supplied artwork or branding.
14. CONFIDENTIALITY
14.1
Both parties agree to keep confidential all:
- Technical information
- Pricing
- Formulations
- Business information
- Customer information
14.2
This obligation survives termination of the Agreement.
15. FORCE MAJEURE
15.1
The Company shall not be liable for delays or failures caused by events beyond reasonable control including:
- Fire
- Flood
- Pandemic
- War
- Strikes
- Transport disruption
- Utility failures
- Supplier shortages
16. CANCELLATIONS
16.1
Orders for bespoke or private label products cannot be cancelled once production has commenced.
16.2
The Customer shall remain liable for:
- Completed work
- Purchased materials
- Packaging
- Labour costs
- Disposal costs
17. TERMINATION
17.1
The Company may terminate the Agreement immediately where:
- Invoices remain unpaid
- Insolvency occurs
- The Customer breaches these Terms
17.2
Termination does not affect accrued rights or outstanding payments.
18. DATA PROTECTION
18.1
Both parties shall comply with applicable UK GDPR and data protection laws.
19. GOVERNING LAW
19.1
These Terms shall be governed by the laws of England and Wales.
19.2
Any disputes shall be subject to the jurisdiction of the courts of England and Wales.
20. ENTIRE AGREEMENT
20.1
These Terms constitute the entire agreement between the parties and supersede any previous discussions or agreements.