Terms and conditions for a packaging supplier

A packaging supplier makes goods to a customer's specification, often in quantities the customer calls off over months, from tooling one of them paid for. The terms have to fix the specification and tolerances, deal with samples and approval, say who owns the tooling and the stock, make call-off orders binding, and protect the supplier when a customer's product turns out not to suit the packaging. I draft those terms for a fixed fee of £995, delivered in five working days.

Who this is for

Packaging manufacturers, converters and suppliers in England and Wales selling boxes, labels, films, bottles and bespoke packaging to manufacturers, food producers, e-commerce businesses and brands. These are business-to-business terms.

What matters in packaging supplier terms

Specification, samples and approval

The terms should provide that goods are made to the written specification or approved sample, that the customer approves artwork, dimensions and materials before production, that approval is final, and that the supplier's obligation is to conform to the specification rather than to the customer's unstated needs. Where the customer supplies the artwork, the customer warrants its content and its rights in it.

Tolerances, quantities and variation

Manufacturing produces variation. The terms should state the tolerances on dimensions, colour, weight and print, and the over-run and under-run accepted on quantity with the invoice adjusted, and say that goods within tolerance conform. Under the Sale of Goods Act 1979 goods must match their description and be of satisfactory quality, and a stated tolerance is part of the description.

Tooling, call-offs and stock holding

Where bespoke tooling, plates or dies are made, the terms should say who pays for them, who owns them, that the supplier may retain them for the customer's future orders, and what happens to them if orders stop. Call-off orders should be binding for the total quantity with a schedule for delivery and a date by which the whole quantity must be called off, after which the balance is invoiced and delivered or stored at the customer's cost.

Suitability, use and product safety

Packaging that fails in use damages the customer's product, and the terms should say that the customer is responsible for confirming that the packaging is suitable for its product, its filling process and its supply chain, including food contact, hazardous contents and transit conditions, unless the supplier has expressly agreed a performance specification. Compliance with the rules that apply to the customer's product and its labelling is the customer's, while the packaging itself must meet the Packaging (Essential Requirements) Regulations 2015 and, for food contact, the Materials and Articles in Contact with Food (England) Regulations 2012, and the terms should say which party reports the packaging under the Producer Responsibility Obligations (Packaging and Packaging Waste) Regulations 2024.

Delivery, payment, retention of title and liability

Delivery dates are estimates, with partial deliveries permitted and risk passing on delivery. Payment is on account with interest and fixed compensation on late payment under the Late Payment of Commercial Debts (Interest) Act 1998, and title is retained until payment with a right to enter and recover unpaid goods still identifiable and unused. Liability should be capped at the price of the goods concerned, with consequential loss excluded, tested for reasonableness under the Unfair Contract Terms Act 1977, and the remedy for non-conforming goods should be replacement or credit.

What it costs

Customer or supplier terms and conditions, £995. One set of terms, customer-facing or supplier-facing, drafted for your business. Five working days.

Review of your existing terms, £495. You already have terms and want them checked and brought up to date. Returned marked up with my amendments and an explanation of the changes. Three working days.

Buying online forms the engagement on payment. The scope is what the terms and conditions drafting page describes, you accept the Terms of Service at checkout, and I email you within four working hours to get started. If you would rather ask something first, email me.

What you get

• A full set of bespoke terms drafted for your business, reflecting the legal requirements that apply to your business and sector
• A note in plain English explaining the terms I have drafted for you
• Liability, payment, termination and IP provisions that protect your position and are drafted to withstand scrutiny from the other side
• Guidance on how to incorporate the terms properly
• Your questions and comments answered by email or phone
• One round of amendments to finalise the terms ready for use

What is not included

• Negotiating your terms with individual customers (I am happy to quote for this as an additional service if required)
• Sector-specific regulatory compliance beyond the contract terms themselves
• Website privacy notice and cookie compliance, which I quote separately
• Terms governed by the law of another country
• Tax advice

Questions I am often asked

The customer called off a third of a bespoke run and then changed their branding. Who pays for the rest?

If the terms make call-off orders binding for the whole quantity with a date by which it must be called off, the balance is invoiced and delivered or stored at the customer's cost. Bespoke stock has no other buyer, and the terms should say so.

The customer's product leaked through our film. Are we liable?

If the terms make the customer responsible for confirming suitability for its product and process, and the film met the specification, the loss is the customer's. Where you agreed a performance specification, the answer depends on whether the film met it.

Can we keep the customer's tooling if they stop ordering?

The terms should say who owns the tooling and what happens on cessation: returned on payment of any balance, or retained and scrapped after a stated period. Silence leads to a dispute about property you have been storing without charge.

Related guidance and services

• Terms and conditions drafting, £995, the service this page describes
• Contract review, £495
• Terms and conditions for a promotional merchandise supplier

This page is general guidance for businesses in England and Wales, not advice on your own circumstances. Last reviewed: September 2026. Email geoffrey@caesar.co.uk.