OWN LABEL CREATIONS LIMITED TERMS AND CONDITION OF SALE

1. INTERPRETATION

In these Conditions, unless the context otherwise requires:
1. “Seller” means Own Label Creations Ltd;
2. “Buyer” means the person, firm, or company who purchases Goods from the Seller;
3. “Goods” means the products (including any part or parts of them) supplied by the Seller in accordance with these Conditions;
4. “Services” means any manufacturing, packaging, design, testing, or other services performed by the Seller under the Contract;
5. “Contract” means the agreement for the sale and purchase of Goods or Services as governed by these Conditions;
6. “Order” means the Buyer’s written order submitted to the Seller in accordance with these Conditions;
7. “Specification” means any agreed written description, formula, artwork, or process instructions relating to the Goods, confirmed in Writing by both parties;
8. “Bespoke Commercial Schedule” means any appendix or document agreed in Writing between the Seller and Buyer setting out specific commercial terms, product details, or pricing;
9. “Business Day” means a day other than Saturday, Sunday, or public holiday in England when banks in London are open for business;
10. “Incoterms” means the International Commercial Terms published by the International Chamber of Commerce (ICC) applicable at the date of the Contract; and
11. “Writing” includes email.
Headings are for convenience only and do not affect interpretation. Words in the singular include the plural and vice versa.
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2. BASIS OF CONTRACT

2.1 The Buyer’s Order constitutes an offer to purchase the Goods or Services in accordance with these Conditions. The Contract is formed upon the Seller’s written acceptance.
2.2 Any samples, drawings, or descriptive materials are provided for illustrative purposes only and do not form part of the Contract.
2.3 Where a Bespoke Commercial Schedule has been agreed, its terms shall apply in addition to these Conditions. In the event of conflict, the Bespoke Commercial Schedule shall prevail for those commercial items only.
2.4 The Contract constitutes the entire agreement between the parties and supersedes any previous arrangements or representations.
2.5 These Conditions apply to the exclusion of any other terms sought to be imposed by the Buyer or implied by trade, custom, or practice.
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3. ORDERS AND SPECIFICATIONS

3.1 Orders must be placed in writing and include product details, quantities, and delivery or collection preferences. Orders can be submitted:
• By completing and sending an Order Form to [insert email address];
• Through the Buyer’s assigned Account Manager; or
• Via the Own Label Creations website at http://www.ownlabelcreations.com
3.2 The Seller reserves the right to amend product specifications to ensure compliance with applicable laws, including the Tobacco and Related Products Regulations (TRPR) and CLP Regulations.
3.3 The Seller shall register the Buyer’s products with the MHRA on their behalf.
3.4 The Buyer shall inspect Goods immediately upon receipt and notify the Seller within seven (7) days of any shortage, damage, or non-conformity.
3.5 Orders may not be cancelled or amended without the Seller’s written consent. The Buyer shall reimburse the Seller for all costs incurred due to cancellation or amendment.
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4. PRICE AND PAYMENT

4.1 Prices are exclusive of VAT, carriage, and insurance unless otherwise stated.
4.2 The Seller may require payment on a pro forma basis before production or dispatch.
4.3 For approved credit accounts, payment shall be made within thirty (30) days of the invoice date.
4.4 If payment is overdue, interest shall accrue at 4% above the Bank of England base rate until full payment is received.
4.5 The Seller may withdraw credit facilities at any time.
4.6 In exceptional circumstances beyond the Seller’s control, temporary surcharges may be applied to reflect verified increases in energy, raw material, or freight costs. Notice and justification will be provided in Writing.
4.7 The Seller may suspend production or delivery until all overdue sums are paid in full.
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5. DELIVERY, RISK AND TITLE

5.1 Delivery or collection shall be as agreed between the parties. The Seller can operate on all Incoterms bases.
5.2 Risk passes to the Buyer upon delivery or collection.
5.3 Title to the Goods remains with the Seller until full payment is received for all sums due. Until title passes, the Buyer shall hold Goods as bailee, store them separately, and insure them for full replacement value.
5.4 The Seller may make partial or staged deliveries where necessary to maintain continuity of supply.
5.5 The Seller shall not be liable for delay or failure to deliver caused by Force Majeure (as defined in Clause 11.1).
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6. LEAD TIMES

6.1 Lead times shall be agreed between the parties at the point of order.
6.2 Lead times commence from the later of cleared payment or approval of final product specifications and artwork.
6.3 Lead times are estimates only and shall not be of the essence of the Contract.
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7. WARRANTIES AND LIABILITY

7.1 The Seller warrants that all Goods shall comply with applicable UK and EU laws, including the Tobacco Products Directive, TRPR, and CLP.
7.2 The Seller shall ensure packaging and labelling comply with relevant laws.
7.3 The Buyer must notify the Seller of any defect or non-conformity within seven (7) days of receipt.
7.4 The Seller’s liability shall be limited to replacement of defective Goods only.
7.5 In the event of a product recall, costs shall be shared proportionately unless one party is clearly at fault.
7.6 The Seller’s total liability shall not exceed the invoice value of the Goods giving rise to the claim.
7.7 The Buyer shall indemnify the Seller against all loss arising from misuse, rebranding, or specification-related claims.
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8. DESIGN SERVICES

8.1 The Seller provides a complimentary design service to assist with onboarding, which may include artwork, labelling, cartons, SRPs, marketing materials, and 3D renders.

8.2 The Buyer must review and approve all designs and artwork in Writing prior to production. Once approved, designs become final and binding.

8.3 The Buyer assumes full responsibility for the accuracy and suitability of all approved materials except for compliance elements (such as CLP or TRPR labelling), which remain the Seller’s responsibility.

8.4 Any post-approval changes requested by the Buyer shall be chargeable, including the cost of disposal of obsolete packaging or materials.

8.5 The Seller accepts no liability for errors in Buyer-approved designs.
9. CUSTOMER PACKAGING STOCK
9.1 The Seller may purchase and hold packaging materials (including labels, cartons, or SRPs) for the Buyer.

9.2 Such packaging remains the property of the Seller and is stored at the Buyer’s risk.

9.3 If the Buyer ceases to trade with the Seller or moves manufacturing elsewhere, they are liable for all costs associated with the packaging held on their behalf.

9.4 Upon termination or cessation of trade, the Buyer must either:
(a) Pay for and collect the remaining packaging; or
(b) Pay for its disposal and destruction.

9.5 Packaging will be held for up to ninety (90) days after termination unless otherwise agreed in Writing.
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10. INTELLECTUAL PROPERTY AND COMPLIANCE

10.1 Under the TRPR, the Seller registers applicable products with the MHRA and assigns ECID (European Community Identification) numbers.
10.2 ECID numbers and MHRA listings remain the exclusive property of the Seller and are used solely for compliance purposes.
10.3 If the Buyer ceases to order or terminates the relationship, it must cease using all ECID numbers associated with the Seller.
10.4 The Seller will cancel corresponding MHRA listings, and such products will be removed from the MHRA database.
10.5 Unauthorised use of ECID numbers or MHRA listings constitutes a material breach. The Seller may seek injunctive relief and damages.
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11. CONFIDENTIALITY AND NON-CIRCUMVENTION

11.1 Both parties agree to keep all shared information confidential.
11.2 The Buyer shall not, without written consent, approach or deal directly with the Seller’s suppliers or subcontractors, or reverse engineer the Seller’s products.
11.3 Confidential Information includes all commercial, financial, technical, and operational information disclosed by either party.
11.4 Each party shall use such information only for the purposes of performing the Contract and not disclose it to any third party without consent.
11.5 These obligations survive termination or expiry of the Contract.
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12. TERMINATION

12.1 The Seller may terminate the Contract with immediate effect if the Buyer:
Fails to make payment by the due date;
Breaches any material term of these Conditions; or
Becomes insolvent, ceases trading, or is subject to administration, liquidation, or bankruptcy proceedings.
12.2 Upon termination or cessation of trade for any reason:
All outstanding balances become immediately due and payable;
The Buyer must cease all use of the Seller’s barcodes, ECID numbers, MHRA listings, and other identifiers;
The Buyer must settle the cost of any packaging materials or stock held by the Seller; and
The Seller has the right to cancel MHRA listings, revoke barcodes, and destroy remaining packaging after 90 days unless otherwise agreed.
12.3 The Seller reserves the right to recover all costs, expenses, and losses arising from the Buyer’s breach, including legal fees, enforcement costs, and damages.
12.4 Termination shall not affect any rights or remedies accrued prior to termination, including the Seller’s right to pursue the Buyer for monies owed or damages arising from breach.
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13. GENERAL

13.1 Force Majeure: Neither party shall be liable for delay or failure caused by events beyond its reasonable control.
13.2 Assignment: The Buyer may not assign or subcontract without the Seller’s consent. The Seller may assign obligations to affiliates or subcontractors.
13.3 Notices: All notices must be in Writing and are deemed received when delivered by hand, two Business Days after posting, or on the day of email transmission.
13.4 Severability: If any provision is found invalid, the remainder shall remain in full force and effect.
13.5 Governing Law and Jurisdiction: This Contract is governed by the laws of England and Wales, and both parties submit to the exclusive jurisdiction of the English courts.
13.6 Entire Agreement: These Conditions and any Bespoke Commercial Schedule constitute the entire agreement between the parties.
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14. ACCEPTANCE OF TERMS

By placing an order with Own Label Creations Ltd, the Buyer acknowledges that they have read, understood, and agree to be bound by these Terms and Conditions of Sale. These Terms apply automatically to all quotations, orders, and invoices issued by the Seller.