Terms & Conditions
1. General Acceptance
All orders are accepted on these Conditions of Sale only. Any order received by us from any customer who has previously seen, received or has been given access to these Conditions will be understood as indicating an intention to order goods on these Conditions notwithstanding any statement to the contrary. Any documentation or communication received from any customer whatsoever in the course of an order will have effect only in so far as it refers to terms and conditions which are particular to that order and which are not at variance with these Conditions except where we agree in writing to alter or vary any of these individual Conditions.
Delivery or any other act of part performance by us shall be deemed to constitute our intention to enter into our performance of a contract on these Conditions only and shall not be deemed to constitute acceptance by us of any other terms or conditions notwithstanding any previous course of dealing. Acceptance of the goods by the customer shall be deemed to constitute assent by the customer to these Conditions. Any price quoted for goods or work is given on the understanding that these Conditions and no others govern our rights and obligations. Our servants and agents have no authority to make any oral representations whatever to vary any of these Conditions and we shall not be bound by any such representation or purported variation unless agreed in writing.
These Conditions shall override and supersede any terms or conditions of purchase of the customer purported to be incorporated either expressly or impliedly into the Contract.
3. Price Variation
All quotations are given subject to sight of artwork. We reserve the right to amend
quotations on or at any time after receipt of artwork. All prices shall be subject to Value Added Tax at the prevailing rate where applicable.
Payment of the purchase price for all goods supplied or to be supplied without any
deduction or set-off is due on receipt of a pro-forma invoice or, in the case of accounts approved by us in writing, within 30 days from the date of the invoice or as may have otherwise been agreed in writing. We reserve the right to charge interest on any overdue amount at the rate of 2% per month such interest accruing on a daily basis from the day following that on which the amount became due. Should extended payment terms be agreed we reserve the right to charge interest on the period of extension at a rate equivalent to 2% per month. Should any overdue debts be passed to a debt collection agency we reserve the write to charge all costs incurred, interest and our administration fee of £100 plus VAT. Should work be suspended at the request of or delayed through any fault of or omission by the customer we shall be entitled to payment for any work carried out, materials used and any other additional costs, including storage, which may have been incurred.
5. Time of the Essence
Whilst we will make every effort to adhere to agreed delivery dates time shall not be
deemed to be the essence of the contract and so far as any such dates are concerned we will be under no liability whatsoever by reason of delayed deliveries except where we have previously agreed to be so bound in writing.
Where we have agreed to deliver by instalments then, so far as concerns the customer, each instalment shall be treated as if it were a separate contract so that any alleged delay in delivery or alleged breach of contract by us with reference to any particular instalment of goods which have been delivered will not entitle the customer to cancel any delivery instalments which have yet to be delivered.
7. Non-delivery / Shortages
No responsibility will be accepted in respect of non-delivery of goods unless the
customer notifies both us and the carriers in writing within 7 days of dispatch. If
consignments are delivered damaged or in the case of partial deliveries they must be signed for accordingly and written notification sent both to us and the carriers within 3 days of delivery. Except as aforesaid we shall accept no liability for non-receipt, partial delivery or damaged goods.
10. Customer’s Property
The customer’s property and all property supplied to us by or on behalf of the customer shall, whilst in our possession, be deemed to be at the customer’s risk unless otherwise previously agreed in writing.
We shall be entitled to make reasonable charge for the storage of any customer property left with us before the receipt of an order or after notification to the customer that work is complete.
12. General Lien
Without prejudice to other remedies we shall in respect of all unpaid debts due from the customer have a general lien on all goods and property in our possession and we shall be entitled, on the expiration of 14 days written notice to the customer, to dispose of such goods and property as we think fit and apply any proceeds towards such debts.
Quantities delivered in respect of any order may vary by 5% either more or less from the quantity ordered and the customer agrees to pay for the goods actually delivered without alteration to the contract. Should an exact quantity be required by the order a premium of no more than 5% of the order value may be charged.
14. Matching Material
Whilst we make every effort to supply material and goods in accordance with any
reference sample or proof submitted this cannot be guaranteed and no condition or
warranty to this effect shall be implied. Every effort will be made to obtain the best
possible match to the standard required by the customer, but due to the nature of the manufacturing processes involved, we shall not be required to guarantee an exact match in colour, texture, shape, size or material performance.
15. Customer Supplied Material
We may reject any materials supplied by the customer which appear to us to be
unsuitable. If customer supplied material is found to be unsuitable during manufacture any additional costs incurred will be chargeable to the customer. Where we are required to use customer supplied or specified material we shall take every care to secure the best results but we shall accept no liability whatsoever for imperfect work caused by defects in or unsuitability of material supplied or specified. Quantities of material supplied shall be adequate to cover normal spoilage.
It is the customer’s responsibility to ensure that the goods ordered are in every way
correct for the purpose for which they are intended, notwithstanding that such purpose may be known to us. We are responsible only for producing goods to the specification agreed with the customer. We shall not be liable for direct or indirect loss or claims occasioned directly or indirectly by delay in completing or delivering the work, delay in transit or for claims arising from normal trade variations in quality. Where work is defective for any reason, including negligence, our liability will be restricted to rectifying such defect or replacing the work or crediting the price of any defective goods charged and in no circumstances whatsoever will we be liable for any claim in excess of the invoice price of the goods on which any claim is made. We shall be under no liability whatsoever for defective goods unless we receive a written claim within 14 days of the goods being delivered to the customer.
than for the purposes of reconstruction or amalgamation only ) or if the customer ceases to trade then upon the happening of each and every such event the contract shall immediately terminate and we shall not be bound to undertake any further work or to deliver any goods or do any act in furtherance of the contract and any right of the customer under clause 21 of these Conditions will automatically end.
21. Title and Risk in Goods
Title in goods supplied shall remain with us until either:
a) the price of the goods has been paid in full
b) we have given written notice to the customer that title has passed
Risk in the goods shall pass to the customer on dispatch from our premises. Until title has passed the customer shall possess the goods as a fiduciary bailee for us and shall store the goods separately and render the indentifiable as ours and we shall be entitled to demand the re-delivery of the goods to us by the customer at the customer’s expense and / or to enter the customer’s premises for the purpose of recovering the goods. This right shall be in addition to and shall not prejudice any other rights or remedies.
Prior to any such demand or re-entry by us, the customer may as our agent but in his own name:
a) Sell the goods provided that the customer must retain the proceed of such sale in a separate account and account to us for such proceeds to the extent of the amount of the price unpaid, this without prejudice to our other rights and remedies.
b) Incorporate the goods into other products provided that such products are stored
separately and / or by some positive act identify them as containing our goods
whereupon title in such products shall pass to us and the customer will hold such
products on the same terms as he would under ( a ) above.
c) In the event of a sale by the customer of the goods or products incorporating the
goods we shall be entitled to pursue the customer’s rights and remedies against his buyer for which purpose the customer agrees to make available his buyer’s name and address and assist us as we deem necessary. We shall account for any monies so recovered less our costs and any amounts due to us from our customer.
Risk in any products incorporating the goods will be with the customer at all times.
No waiver in respect of any breach of any one of these Conditions of Sale shall operate as a waiver on respect of a breach of any other or any subsequent breach of any Condition. Any such waiver must be previously agreed in writing by all parties to the contract.
23. Data Protection
We will make a search with a credit reference agency, which will keep a record of that search and will share that information with other businesses. We may also make
enquiries about the principal directors with a credit reference agency. Customer
Information will be stored by the company and credit information may be shared for
monitoring and administration purposes with other manufacturers of promotional
products, trade associations, buying groups and credit reference agencies.
Any contract formed under these Conditions of Sale shall be construed and enforced in accordance with English law in the Courts of England and Wales.