Terms & Conditions

Terms and Conditions of Purchase

 

1. Definitions

1.1 "Contract" means the contract for the sale and purchase of the goods by Us

1.2 "Delivery" means when goods arrive with Us

1.3 "In writing" means communication by letter, fax or email providing that it is in conformance with these Terms

1.4 "Order" and "Purchase Order" means an official purchase order issued by Us

1.5 "Order Confirmation" means a written confirmation of Acceptance of Our order by You sent to Us In Writing.

1.6 "Parties" means You, the Customer, and Us, Xebec Labels.

1.7 "Quotation" means a formal written quotation describing the specification of the goods or services to be supplied by You including any and all correspondence and communications from You

1.8 "Terms" are these Terms and Conditions of Purchase

1.9 "Us" or "Our" or "We" are Xebec Labels, a company registered in England number xxxxxxxx. Our registered office is Print House, Halesfield 17, Telford, Shropshire, United Kingdom. Our switchboard telephone number is +44/0 1952 587 777, our fax number is +44/0 1952 680 111 and our company email is studio@xebeclabels.co.uk.

1.10 "You" or "your" is you, the supplier of goods and services contracting with Us.

General Terms &Conditions

2.1 Please read these Terms carefully as these Terms tell You the rights and obligations You have and shall govern the Contract between the Parties to the entire exclusion of any other express or implied conditions including any terms or conditions which You may purport to apply under any quotation, estimate, confirmation of Our order or similar document

2.2 Acceptance by Us of any contract with You is Conditional on You accepting that the contract will be governed solely by these Terms and in particular it is agreed that these Terms take precedence over the terms and general conditions of sale otherwise used by You, and any Quotation or similar document from You relating to Our order is intended to accept these Terms, but is otherwise for Your own administrative purposes only.

2.3 These Terms and Our Order and Your Quotation embody the entire understanding of the Parties and may only be modified by a variation in writing signed on behalf of Us by one of Our Company Directors and no other action on the part of Us (whether acceptance of the goods or otherwise) shall be construed as an acceptance of any other condition.

2.4 You may have other rights granted by law including statutory rights and these Terms do not affect these.

2.5 Any typographical, clerical or other error or omission in any Purchase Order or other document or information issued by Us shall be subject to correction without any liability on the part of Us.

2.6 Communication by telephone, verbal instruction, fax or email is legally binding providing that it is in conformance with these Terms.

2.7 The opening or receipt of any documentation by You referring to our Terms and Conditions indicates an acceptance of and agreement to them unless otherwise expressly rejected or disputed by You and with direct reference to the offending clause or term.

2.8 You accept that We can record telephone conversations with You and use that recording in any dispute.

3. Secrets and Intellectual Property Rights

3.1 The Parties will keep any confidential information disclosed by the other secret and will not use or take advantage of it without the other’s agreement. This does not apply to information known to the receiver before it was disclosed in connection with a contract, or which becomes public knowledge without the fault of the receiver.

3.2 Intellectual Property Rights in any documents, correspondence, software or goods originating from Us are and remain Our property.

3.3 You undertake not to disclose to third parties the existence of the Order or its content, except on a “need to know” basis (e.g. subcontractors) and will not without Our prior written consent advertise or publish in any way whatsoever the fact that You have contracted to supply goods or services to Us.

3.4 By acceptance of Our Order, You warrant and agree that any goods furnished here under and the use thereof, do not infringe any third party’s property rights; that You will defend any action that may arise in respect thereof, and that You will indemnify and save harmless Us and any subsidiary or affiliated company thereof against any loss including damages, costs or expenses, including legal fees, which may be incurred by the assertion of any intellectual property rights by other parties.

3.5 All ideas, discoveries and inventions made in the performance of work done under the Purchase Order, including all Intellectual Property in documents, designs, drawings, calculations, descriptions, specifications and other things which You prepares or causes to be prepared specifically for the execution of the Purchase Order, shall be Our property, unless otherwise expressly agreed in writing and accepted by a Director on behalf of both Parties, respectively and if necessary and at Our request You must execute all such documents and do such other things as may be required to transfer or confirm such ownership of Us.

4. Your Obligations

4.1 You warrant that:

4.1.1 The individual who is accepting our Order on behalf of You is authorised by Your company to do so.

4.1.2 You shall at Your own expense indemnify Us against any loss, costs (including legal fees and VAT thereon), damages, claims, charges and expenses incurred by Us as a result of any breach by You of the warranties set out in these Terms

4.1.3 You, Your employees and any third party You do business with, have not and will not offer, promise, give or accept any bribes, gifts, hospitality or expenses to any party (including foreign officials, private businesses and public bodies) that could influence the outcome of any business transaction with Us as we have a zero tolerance policy to bribery in accordance with UK legislation

5. Prices

5.1. It is a condition of the contract that prices are fixed and non-revisable.

5.2 Carriage and Packaging costs are included in the price and You acknowledge that We will not accept charges for carriage or packaging unless detailed in Our Order.

5.3 To the extent that Value Added Tax is legally chargeable on the supply to Us of any goods or services provided by You under the Order, We shall pay such Tax as an addition to payments otherwise due to You under the Order. The Order Price is deemed to exclude Value Added Tax.

5.4 If, during the life of this Agreement You sell any goods/parts/materials or services substantially the same as that those purchased from You by Us at prices, including applicable freight equalisation terms, lower than the prices then effective under this Agreement to a third party, said lower price(s) shall apply to all goods/parts/materials or services thereafter shipped under this Agreement during the period of sale at such lower price(s) to others, provided You can legally extend such lower price(s) to Us and in this eventuality You shall refund Us with the difference in price for All goods sold to us within 30 days of You selling at such lower prices to any third party and You shall be responsible for notifying Us of this event within 30 days of you making such a sale at a lower price.

5.5 If at any during the life of this Agreement We can purchase goods/parts/materials or services of like quality at a price which will result in a delivered cost to Us that is lower than the delivered cost of the goods/parts/materials or services purchased hereunder, We may notify You of such delivered cost and You shall have an opportunity of pricing goods/parts/materials or services hereunder on such a basis as to result in the same delivered cost to Us. If You fail to do so or cannot legally do so, We may purchase from the supplier of the lower delivered cost goods/parts/materials or services, and any purchase so made shall be held to apply to this Agreement, and the obligation of Us and You shall be reduced accordingly.

6. Ordering

6.1 Any Purchase Order given to You by Us constitutes an acceptance of Your offer to supply Us with goods or services according to Your quotation.

6.2 In any event the execution or commencement of work or issuing of an Order Confirmation by You or commencement of Delivery pursuant to the Order (whatever occurs first) constitutes acceptance of Our Order on the terms contained in or referred to in the Order and these Terms.

6.3 An order will only be binding on Us if it contains a valid purchase order number or has been placed In Writing by one of Our Directors. The onus is on You to satisfy yourself that You have obtained a valid purchase order number. If in doubt You should contact Us to confirm the status of the purchase order number.

6.4 If You discover You have made a mistake with Your Quotation You must inform Us immediately. No order which has been placed by Us may be cancelled or varied in any way by You except with the agreement in writing of Us and on terms that You shall indemnify Us in full against all loss (including loss of profit), costs (including the cost of all labour and materials used), damages, charges and expenses incurred by Us as a result of cancellation or variation.

6.5 No modifications to these Terms, or the commercial or technical terms and conditions of the Order will be effective or implemented without a written and signed authorisation by one of Our Directors. Any modification authorised by Us and accepted by You has been placed on the implicit understanding that the change has no impact other than that specified in the authorisation.

7. Payment

7.1 Payment will be made by Us within 60 days from the end of the month of invoice receipt or goods/service receipt date, whichever is later, in pounds sterling. We reserve the right to withhold any amounts which are the subject of a bona fide dispute or to deduct from any monies due to You. No payment of any amount shall constitute any admission by Us that the goods are satisfactory or Your proper performance. Any exception to these payment arrangements must be agreed In Writing by Us.

7.2 In so far as payment of Your invoices is concerned, time is not of the essence.

8. Quality, Quantity and Description

8.1 It is a condition of the Order that the goods supplied to Us under the Order shall be of first class materials and workmanship and must met the particulars referred to in the Order as to quantity, quality standards and description. We may reject the goods if they fail to conform as to quantity, quality or description with the particulars stated in the Order, where the defect the apparent on a visual inspection one month after Delivery, or in any other case one month after We have discovered the defect in question.

8.2 We are replying in good faith on all drawings, weights, dimensions, descriptions and illustrations contained in any sales literature, artwork approval or quotation You provide to Us.

8.3 You will guarantee the goods or services, object of the Order, against continuing or hidden defects.

8.4 During the guarantee period, You will repair or replace any Defect to parts of the Supply or rectify any design defect of the Supply, without delay & at Your own cost. This will include labour, material and freight. The contractual guarantee period will be one year. Guarantee will start at beginning of usage, however, not later than three months after Delivery.

8.5 We reserve the right to purchase spare parts, accessories and supplies for any ordered machines or machinery whenever or wherever We may desire to do so.

8.6 By acceptance of the Order You grant Us the right to make periodical visits to the Your plants or to Your subcontractor(s) on reasonable notice to inspect material and to determine actual progress of manufacture. If as a result of any inspection or test We are of the opinion that the goods do not comply with the order, or are unlikely on completion of manufacture or processing so to comply We shall inform You accordingly and You shall take steps to ensure such compliance.

8.7 In is a Condition of the contract that you may not subcontract any part of the contract without Our prior written consent. If You do subcontract any part of the contract without such prior written consent then We shall be entitled, at Our absolute discretion, to cancel the contract at any time or deduct 25% of the total value of the contract from the original price by way of liquidated damages with both You and Us agree is a fair and reasonable pre-estimate of the likely additional cost would incur by buying the goods from You rather than direct from the original supplier.

9. Dispatch and Delivery

9.1 Delivery shall be completed when the goods have been unloaded by You or Your agent at the point of Delivery specified in the Order and the Delivery has been accepted by Our duly authorised agent, employee or representative.

9.2 In respect of any date included on our Purchase Order or Your Quotation for Delivery time is of the essence.

9.3 Without prejudice to the generality of the foregoing, the Delivery date for the goods may be varied with the consent of both You and Us.

9.4 Where goods are imported into the United Kingdom then INCOTERMS (current edition) shall apply to the Contract where specified in Your quotation or Our Order.



10. Risk and Title

10.1 Risk and Title in the goods purchased shall pass to Us only after Delivery has been completed. If a carrier is used in connection with the order then such carrier shall be deemed to be an agent of You and not Us.10.2 Materials for processing, blocks, tooling, dies, patterns, original drawings, moulds, etc.(the “items”) whether supplied by Us or separately ordered from You by Us to enable You to complete the Order are at Your risk whilst in Your possession and You shall insure the items on Our behalf. Title in such items shall remain with Us in the case of items supplied by Us to You. In the case of items separately ordered from You by Us to enable You to complete the Order, Title in such items shall transfer to Us on payment of Your invoice that covers the purchase of such items and You shall return any and all such items to Us immediately on request or refund us by way of liquidated damages the cost of any and all items on a “new for old” basis. You shall not use such items, nor shall You authorise or knowingly permit them to be used by anyone else, for or in connection with any purpose other than the supply of the goods to Us, except with Our prior written agreement.

11. Warranties and Liability

11.1 In entering into the Contract You acknowledge that We are relying on any advice, representation or recommendation given by You or Your employees or agents to Us in Your Quotation as to the specification, application or use of the goods and You shall be liable for any such advice, representation or recommendation. Nothing in these Terms affects the liability of either party for fraudulent misrepresentation.

11.2 Except in respect of death or personal injury caused by Our negligence, or liability for defective products under the Consumer Protection Act 1987, We shall not be liable to You by reason of any representation (unless fraudulent), or any implied warranty, condition or other term, or any duty at common law, or under the express terms of the Contract, for loss of profit or for any indirect, special or consequential loss or damage, costs, expenses or other claims for compensation whatsoever (whether caused by Our negligence, Our employees or agents or otherwise) which arise out of or in connection with any contract formed with You.

11.3 In any event, Our liability for any breach or the aggregate liability for any series of breaches under or in connection with the contract (save in respect of death, personal injury or fraudulent misrepresentation) shall not exceed the value of the contract or the amount recovered by Us from Our insurers in connection with the particular breach concerned, whatever is the higher.

11.4 Subject to these Terms and the Unfair Contract Terms Act 1977 all Our liabilities relating to other warranties, conditions or terms whether made expressly or implied by common law as statute relating to this Contract are excluded to the fullest extent legally permissible including any liability or remedy for innocent or negligent misrepresentation.

12. Termination and Consequences

12.1 We reserve the right to cancel the Order or any part thereof without penalty if You fail to comply with those terms and conditions of the Order which are under Your control, or You fail to complete Delivery within the time specified in the order, which time is of the essence. Failure of Us to exercise Our option under this clause in respect of any part of an order shall not be deemed to be a waiver with respect to any subsequent part of the order.

12.2 Unless an extension of time has been agreed in writing by Us then Your failure to effect Delivery on the date specified on the order shall make You liable for all loss and additional costs (or both) incurred as a result. Without prejudice to any other specific provisions in this eventuality, We shall have the right to cancel the contract in whole or in part at any time by giving Written Notice to You whereupon all work undertaken (or the cancelled part) shall be discontinued and We shall pay to You such proportion of the order price as may be fair and reasonable having regard for the value of the work done, of the goods previously delivered and of services performed under the order and the You ability resell the goods or services; and on such payment no further sum or sums shall be due by way of damages, loss of profit or otherwise from Us to You by reason of such cancellation.

12.3 Either party may end a contract by immediate Written Notice if the other is in serious breach of contract and has failed to rectify the breach within 30 days of receiving Written Notice from the other party to do so.

12.4 You will indemnify Us against all loss, damage, costs and expenses (including legal expenses on the indemnity basis) incurred by us in connection with Your failure to met your obligations under this contract. Specifically, You will pay Us by way of liquefied damages Our internal costs incurred in connection with recovering from any failure to met your obligations under this contract at the rate of £40 per hour for Directors and £20 per hour for other staff or part hour thereof plus all reasonable costs incurred by Us charged to You at cost which both You and Us agree is a fair and reasonable pre-estimate of the likely loss We would suffer in recovering from Your failure to met Your obligations under this contract.

12.5 Where We make any prepayment, advance payment or part payment to You in advance of Delivery then You agree to refund this payment in full to Us immediately if this contract is ended however caused.

13. Company Staff

13.1 Our staff are Our most valuable asset. If you or a third party were to engage or try to engage them without Our agreement, We would suffer serious loss. You agree that You will not engage or try to engage Our staff or introduce them to a third party other than in good faith and without any view to their engagement by a third party.

13.2 You further agree that if you do engage or try to engage (or if a third party does so following an introduction by You) any member or former member of Our staff with whom You have had material contact in the course of dealing with Us within the immediately preceding 12 months, You will pay Us by way of liquidated damages such sum as represents 100% of the annual salary (or other annualised amount last payable by Us) for the individual in question, which both You and Us hereby agree is a fair and reasonable pre-estimate of the likely loss We would suffer.

14. Force Majeure

14.1. Neither party shall be considered in default of performance of their obligations when such default is caused by force majeure, provided such party uses its best efforts to remedy such force majeure. As force majeure will be considered: an Act of God, explosion, flood, tempest, fire or accident; war or threat of war, sabotage, insurrection, civil disturbance or requisition; acts, restrictions, regulations, bye laws, prohibitions or measures of any kind on the part of any governmental, parliamentary or local authority; import or export regulations or embargoes; strikes, lock outs or other industrial actions or trade disputes in which negotiations with the affected labour force cannot be conducted by You or Your sub-contractor provided such events occur the Contract is formed. Default or failure of sub-contractor(s) is specifically excluded from force majeure, unless such default or failure is caused by force majeure, as defined above, AND no alternate source is available. It is Your obligation to warn Us about any force majeure occurrence affecting a subcontractor, contractually imposed by Us, and this in due time so that a suitable replacement can be selected. The party asserting force majeure will immediately notify the other in writing (unless force majeure prevents such notification) and if the period of suspension lasts for longer than two weeks, either party may at any time thereafter cancel any chosen part of this Purchase Order with immediate effect.

15. Law

15.1 The construction, validity, meaning and effect of any contract between You and Us shall be governed by the laws of England

15.2 Both Parties agree to have any disputes resolved in an English Court geographically closest to Staffordshire, UK with appropriate jurisdiction.

15.3 The headings of these Terms are inserted for convenience of reference only and are not intended to be part of or to affect their meaning or interpretation.

15.4 We shall be entitled to assign or subcontract to any third party its rights and/or obligations (as the case may be) arising from any Contract. You may not assign, pledge or transfer the Order or Your rights under the Contract except with Our prior written consent and any such consent shall not relieve You of Your obligation to comply with the Order. The Contracts (Rights of Third Parties) Act 1999 shall not apply in relation to the Contract.

15.5 A Written Notice required or permitted to be given by either party to the other under these Terms shall be in writing and sent by Royal Mail Special Delivery or other similar recorded delivery service addressed to that other party at its registered office or principal place of business or such other address as may at the relevant time have been notified pursuant to this provision to the party giving the notice and shall deemed to be served 2 days following h the date of posting.

15.6 No waiver by Us of any breach of the Contract by You shall be considered as a waiver of any subsequent breach of the same or any other provision. The rights and remedies provided by this Agreement are cumulative and (subject as otherwise provided in these Terms) are not exclusive of any rights or remedies provided by law.

15.7 If any provision of these Terms is held by a court or other competent authority to be invalid or unenforceable in whole or in part the validity of all the other provisions of the Contract and the remainder of the provision in question shall not be affected.

 

Terms and Conditions of Sale

Terms and Conditions for the Supply of Goods and Services

1. Definitions

1.1 "Contract" means the contract for the sale and purchase of the goods.

1.2 "Customer Material" means any, artwork, plans, drawings, logos, details, pictures, documents, specifications or any other records of information in any form provided by You to Us in connection with the goods.

1.3 "Delivery" means when goods arrive with You, the Customer.

1.4 "Dispatch" means when goods leave Us, Xebec Labels.

1.5 "In writing" means communication by email, fax or letter providing that it is in conformance with these Terms.

1.6 "Order Confirmation" means a written confirmation of Acceptance of Your order by Us sent to You by email, fax or letter.

1.7 "Parties" means You and/or Us.

1.8."Quotation" means a formal written quotation describing the specification of the goods to be supplied by Us, Xebec Labels.

1.9 "Terms" are these Terms and Conditions of sale

1.10 "Us" or "Our" or "We" are "Xebec Labels", a company registered in England number xxxxxxxx. Our registered office is Xebec Labels, Print House, Halesfield 17, Telford, Shropshire TF7 4PW. Our switchboard telephone number is +44/0 1952 587 777, our fax number is +44/0 1952 680 111 and our company email is studio@xebeclabels.co.uk.

1.11 "You" or "your" is you, the customer, the purchaser of our goods and services contracting with Us.

2. General Terms & Conditions

2.1 Please read these Terms carefully as these Terms tell You the rights and obligations You have and shall govern the Contract between the Parties to the entire exclusion of any other express or implied conditions including any terms or conditions which You may purport to apply under any purchase order, confirmation of order or similar document. Acceptance by Us of any order is Conditional on You accepting that the contract will be governed solely by these Terms. In particular, it is agreed that any Purchase Order or similar document from You relating to Our quotation is intended to accept these Terms and the Quotation, but is otherwise for Your own administrative purposes only.

2.2 These Terms and the Quotation embody the entire understanding of the Parties and supersede any prior promises representations, undertakings and understandings between the Parties and may only be modified by a variation in writing signed on behalf of Us by one of Our Company Directors and no other action on the part of Us (whether delivery of the goods or otherwise) shall be construed as an acceptance of any other condition.

2.4 You may have other rights granted by law including statutory rights and these Terms do not affect these.

2.5 Any typographical, clerical or other error or omission in any sales literature, quotation, price list, order confirmation or other document or information issued by Us shall be subject to correction without any liability on the part of Us.

2.6 Communication by telephone, verbal instruction, fax or email is legally binding providing that it is in conformance with these Terms.

2.7 The opening or receipt of any documentation by You referring to our Terms and Conditions indicates an acceptance of and agreement to them unless otherwise expressly rejected or disputed by You and with direct reference to the offending clause or term.

3. Secrets and Intellectual Property Rights

3.1 The Parties will keep any confidential information disclosed by the other secret and will not use or take advantage of it without the other’s agreement. This does not apply to information known to the receiver before it was disclosed in connection with a contract, or which becomes public knowledge without the fault of the receiver.

3.2 Intellectual Property Rights in any documents, correspondence, software or goods originating from Us are and remain Our property.

4. Your Obligations

4.1 You warrant that:

4.1.1 You are solely responsible for satisfying Yourself as to the suitability of the goods for any particular purpose and You rely solely on Your own skill and judgment and not Our skill and judgment in determining such suitability.

4.1.2 The individual who is placing the order on behalf of You is authorised by Your company to do so.

4.1.3 All Customer Material instruction or advice submitted by You or by any third party on behalf of You in relation to the goods at any time is accurate and suitable for use;

4.1.4 You shall at Your own expense:

4.1.4.1 give Us any necessary Customer Material within a sufficient time to enable Us to perform the Contract in accordance with these Terms and the Order Confirmation; and

4.1.4.2 retain duplicate copies of all Customer Material and insure against its accidental loss or damage;

4.1.5 the Customer Material will not be defamatory or illegal; and

4.1.6 the Customer Material will not infringe the intellectual property rights of any third party and that You have obtained all necessary consents to enable the Customer Material to be used as contemplated in the order placed.

4.1.7 You, Your employees and any third party You do business with, have not and will not offer, promise, give or accept any bribes, gifts, hospitality or expenses to any party (including foreign officials, private businesses and public bodies) that could influence the outcome of any business transaction with Us as we have a zero tolerance policy to bribery in accordance with UK legislation.

4.2 You shall indemnify Us against any loss, costs (including legal fees and VAT thereon), damages, claims, charges and expenses incurred by Us as a result of:

4.2.1 any breach by You of the warranties set out in these Terms;

4.2.2 the inaccuracy of the Customer Material, instructions or advice;

4.2.3 failure to supply the same within a sufficient time to enable Us to perform the contract to produce the goods in accordance with its terms;

4.2.4 any claim by a third party against Us for an infringement of any intellectual property rights of any other person or organisation which results from the Our use of Your specification or the Customer Material .

5. Prices

5.1 Unless stated otherwise in the Quotation, all Our prices are ex works, exclusive of VAT and similar taxes or government levies and Our charges for packaging, transport and insurance which You shall be additionally liable to pay to Us.

5.2 Additional costs due because orders exported from the United Kingdom are subject to import duty or license in Your own country or the country of delivery are Your responsibility.

5.3 Delivery charges are deemed to be acceptable by the action of You placing an order.

5.4 Invoices paid by credit card will incur a 3% processing fee which You agree is acceptable.

5.5 You shall pay Us the charges stated in Our quotation and any other charges which are agreed between Us and You for the provision of the goods, or other reasonable charges which, at Our sole discretion are required, including but without limitation as a result of:-

5.5.1 urgent projects necessitating the postponement of other work and performance of overtime work;

5.5.2 origination of artwork to be produced by Us;

5.5.3 significant increase in the costs of labour, materials, exchange rates, supply, transport, or other costs of design and/or manufacture in the time period between the order being accepted and manufacture commencing;

5.5.4 any change in delivery dates requested by You;

5.5.5 any change in designs, quantities or specifications for the goods which is requested by You;

5.5.6 any delay caused by any instructions from You or Your failure to give Us adequate information or instructions;

5.5.7 unexpected or unforeseen complications arising from the specification of the goods;

5.5.8 the inaccuracy of any Customer Material including where the Customer Material is not of sufficient quality to enable Us to produce the Goods in accordance with the Quotation; or

5.5.9 any other cause attributable to You.

6. Ordering

6.1 Any quotation or estimate given by Us is given subject to these Terms and does not constitute an offer to supply You and merely serves as an invitation for You to place an order.

6.2 Quotations and specifications for the goods are provided by Us in good faith based on the information provided by You to Us.

6.3 No order submitted by You shall be deemed to be accepted by Us until We accept Your order by communicating to You an order confirmation accepting your order ("Order Confirmation") or We commence the manufacture of Your goods or We place an order with any of our suppliers for materials or tooling specifically related to Your order, whatever is the earlier. For the avoidance of doubt the commencement of preparatory work by Us shall not be construed as the Contract being made or an order being accepted.

6.4 Subject to any specification issued by You and referred to in the Order Confirmation or Quotation and accepted by Us, We shall be entitled to exercise control as to the method of the performance of the Services or production or supply of the goods We may at our sole and absolute discretion refuse to use or reproduce any Customer Material which We deem to be offensive, inappropriate, libellous or consider may infringe the intellectual property rights or other rights of a third party.

6.5 If You discover You have made a mistake with Your order You must inform Us immediately. No order which has been accepted by Us may be cancelled or varied in any way by You except with the agreement in writing of Us and on terms that You shall indemnify Us in full against all loss (including loss of profit), costs (including the cost of all labour and materials used), damages, charges and expenses incurred by Us as a result of cancellation or variation.

6.6 If You cancel Your order after it has been accepted by Us, We reserve the right to deduct an administration charge of up to 35% of the total value of the order from any refund due. This is in addition to any deductions made as a result of costs incurred by Us.

7. Payment

7.1 All accounts are payable in advance and are due on the day You place the order and before the commencement of manufacture, unless otherwise agreed by Us or Us offering You a credit account facility.

7.2 Unless agreed by Us in writing We may invoice You at any time after the goods are available for Dispatch to You.

7.3 Unless agreed by Us in writing You shall pay all of Our invoices without any reduction, deduction or set-off in pounds sterling.

7.4 In so far as payment of Our invoices is concerned, time is of the essence.

7.5 You must not make payment in cash or in any other way to a delivery driver or any other third party outside the normal banking system who is not one of Our Employees and You accept that We will not accept that any such payments discharge Your liabilities to pay Us in this manner.

7.6 If You have a credit account with us payment is due 30 days after the date of Our invoice and We may charge You interest for late payment calculated daily at 4% above Bank of England base rate both before and after judgment in accordance with the Late Payment of Commercial Debts Act (Interest) Act 1998.

7.7 Where any sum owed by You to Us under this or any other contract is overdue or a winding-up petition is issued against You or being a person commits an act of bankruptcy or has a bankruptcy petition issued against him or if at any time Your credit standing has in Our opinion been impaired for any other reason :

7.8 We may suspend any work and/or withhold any deliveries of goods due to be made under this Contract until arrangements as to payment or credit have been established which are satisfactory to Us.

7.9 We without prejudice to other remedies shall in respect of all unpaid debts due from You have a general lien on all goods and property in Our possession (whether worked upon or not) and shall be entitled on the expiration of fourteen days’ notice to You to dispose of such goods or property in such manner and at such price as We think fit and to apply the proceeds towards such debts.

7.10 You will indemnify Us against all loss, damage, costs and expenses (including legal expenses on the indemnity basis) incurred by us in connection with Your non-payment of any sum due.

7.11 You will pay Us by way of liquefied damages Our internal costs incurred in connection with recovering any unpaid and overdue debt at the rate of £40 per hour for Directors and £20 per hour for other staff or part hour thereoff plus all reasonable costs incurred by Us charged to You at cost which both You and Us agree is a fair and reasonable pre-estimate of the likely loss We would suffer in recovering overdue monies owed to Us.

8. Quantity

8.1 Whilst We will endeavour to deliver the correct quantity, ordered contracts are conditional upon margins of 5 percent for work involving one process and 10 percent for work involving more than one process being allowed for overs or shortage.

8.2 We will be entitled to invoice You for the quantity of goods dispatched.

9. Dispatch and Delivery

9.1 Any dates quoted for delivery of the goods are approximate only and shall be subject to You and/or any relevant third parties acting on behalf of You performing all necessary acts and/or supplying all necessary Customer Material and facilities in due time to enable the order to be executed and the goods delivered.

9.2 We shall not be liable for any delay in delivery of the goods however caused and time for delivery shall not be of the essence of the Contract unless previously agreed by Us in writing with Us using the exact phrase "time is of the essence" in order documentation supplied to You prior to the order being placed.

9.3 The goods may be delivered by Us in advance of the quoted delivery date.

9.4 We reserve the right to make part deliveries by delivering the goods in more than one delivery.

9.5 Without prejudice to the generality of the foregoing, the delivery date for the goods may be varied with the consent of both You and Us.

9.6 If You choose not to accept any offer We may make to You to arrange for the Delivery of the goods to You then unless otherwise agreed by Us in writing You will arrange for the goods to be collected within three days of Us giving notice to You that the same are ready for collection and You accept that We will make an additional charge to You for longer term storage at a rate of 1% of the Value of the order for every full day we store the goods for You up to a maximum of 100% of the value of the goods.

9.7 You acknowledge that it is Your responsibility to check all deliveries before signing for them, and that We are entitled to treat Your signature (or that of your agent) as conclusive proof that all such goods as are signed for have been delivered.

9.8 You shall be deemed to have accepted the goods upon delivery.

9.9 Where goods are exported from the United Kingdom then INCOTERMS (current edition) shall apply to the Contract where specified in Our quotation or other order documentation.

10. Risk

10.1 Risk in any goods shall pass to You upon dispatch from Us. For the avoidance of doubt, Risk in any goods during carriage including damage or a partial or full loss of goods in transit is Yours and We advise You to insure against this Risk.

11. Title

11.1 Title to any goods comprised in each consignment shall not pass to You until You have paid Us in full. However, notwithstanding dispatch and the passing of risk in the goods, title and property in the goods including full legal and beneficial ownership shall not pass to You until We have received in cash or cleared funds payment in full for the goods delivered to You.

11.2 Payment of the full price of the goods shall include the amount of any interest or other sum payable under the terms of this agreement and all other contracts between Us and You under which the goods were delivered.

11.3 Until title passes You shall be entitled to use the goods in the normal course of your business but hold the Goods as Bailee for Us and shall store or mark them so that they can be identified as Our property and insure the goods to their replacement value naming Us as the loss payee. We shall be entitled at any time before title passes to repossess all or part of the goods and to terminate the Customer’s right to use or otherwise deal with the goods and for the purpose of determining what goods are held by the Customer and inspecting them to enter any premises in which the goods or any part therefore are installed, stored, or kept, or are reasonably believed to be so. Until title passes the entire proceeds of sale of the goods shall be held in trust for Us and shall not be mingled with other monies or paid into any overdrawn bank account and shall be at all times identifiable as Our money. We shall be entitled to maintain an action for the price of the Goods notwithstanding that title in it has not passed to You.

11.4 Where You make any prepayment, advance payment or part payment to Us in advance of delivery then this payment is non-refundable.

11.5 Title to all artwork, printing plates, die cutters, tooling and other origination work and materials that we use to complete Your order remain Our property after Dispatch.

12. Personal Guarantee of goods supplied using a credit facility

12.1 Where You are a limited liability company or a limited liability partnership and have placed an order with Us using a credit account facility, in consideration of Us agreeing to continue to supply goods using a credit facility, the individual person who places the order on behalf of You does so as guarantor if they are a Director, Company Secretary or Shareholder of Your company and sign a purchase order or similar document with their name (including by email), and the individual irrevocably undertakes to guarantee the payment of all monies owing to Us (in respect of all losses, claims, damages, costs and any other indebtedness which may arise) by You on first demand without setoff or deduction if We reasonably believe that You cannot meet Your obligations. If You go into receivership, liquidation or administration the guarantor will on request immediately pay to Us in the first instance, or receiver, liquidator or administrator in the second instance, as the case may be, such sum as will enable him to pay all monies owed to Us by You.

13. Our Warranties and Liability

13.1 Any advice, representation or recommendation given by Us or Our employees or agents to You or Your employees or agents as to the specification, application or use of the goods which is not confirmed in writing for and on behalf of Us by one of Our company directors is followed or acted upon entirely at Your own risk, and accordingly We shall not be liable for any such advice, representation or recommendation which is not so confirmed by one of Our company directors. In entering into the Contract You acknowledge that You are not relying on any such representations which are not so confirmed, but nothing in these Terms affects the liability of either party for fraudulent misrepresentation.

13.2 In relation to the production of the goods by Us, You hereby agree and acknowledge that:

13.2.1 all goods we supply are of satisfactory quality.

13.2.2 all drawings, weights, dimensions, descriptions and illustrations contained in any sales literature, artwork approval or quotation are approximate only

13.2.3 the finished goods are a mechanical representation of the original or intended design and will not be an exact match of the relevant Customer Material;

13.2.4 We do not guarantee to match any artwork or design (which for the avoidance of forms part of the Customer Material) whether supplied as an electronic file in any form or by reproducing finished goods supplied by You to Us from any source; and

13.2.5 any colours and designs visualised on a computer screen may vary slightly according to the hardware and software used to design, modify or display the design, and accordingly, the goods supplied by Us are mechanical representations of such visualisation.

13.2.6 We manufacturer goods using flexographic, hot-foil, thermal, inkjet and digital printing techniques and We are not a lithographic printer and consequently will not be able to supply work to the quality possible from an offset or lithographic printer.

13.2.7 You have gone to reasonable lengths to satisfy Yourselves that You do not require lithographic quality printing of Your goods.

13.2.8 You are satisfied with the quality of the proposed printing method used in the manufacture of the Goods e.g. by inspecting samples of goods We have produced for other customers that We will supply You free of charge on request prior to placing Your order.

13.2.9 We cannot attempt to colour match goods with other printed material in Your possession to Your satisfaction unless We are notified in advance of artwork approval and manufacture of a colour match expectation, and a hard copy of the printed image to which We are requested to match the goods is supplied in advance of artwork approval and manufacture of a colour match expectation.

13.3 We warrant that the goods will correspond with their specification at the time of dispatch and for a period of 12 months from dispatch subject to the following conditions:

13.3.1 We shall be under no liability to You for any loss, damage, costs, expenses or other claims:-

13.3.1.1 in respect of any defect in the goods arising from in any way any instructions, advice, Customer Material (including but without limitation the quality, type and other details) or other information supplied by You or by any third party on behalf of You which is incomplete, inaccurate, illegible, out of date, out of sequence or in the wrong form, or arising from their non-arrival or any other fault of You;

13.3.1.2 in respect of any defect arising from wilful damage, negligence, failure to follow Our instructions (whether oral or in Writing), misuse of the goods (including use at abnormally high or low temperatures, excessive exposure to daylight, application to surfaces that are not smooth, clean and dry) or alteration of the goods without Our approval;

13.3.1.3 if the total price for the goods has not been paid by the due date for payment;

13.3.1.4 for materials not manufactured by Us, in respect of which You shall only be entitled to the benefit of any such warranty or guarantee as is given by the manufacturer to Us.

13.3.2 A claim by You which is based on any defect in the quality or condition of the goods or their failure to correspond with specification shall (whether or not delivery is refused by You) be notified to Us within 3 days from the date of delivery or where the defect or failure was not apparent on reasonable inspection within 3 months from the date of delivery. If You do not notify Us accordingly, You shall not be entitled to reject the goods and We shall have no liability for such defect or failure, and You shall be bound to pay the price as if the goods had been delivered and performed in accordance with the Contract.

13.4 Where a valid claim in respect of any of the goods which is based on a defect in the quality or condition of the goods or their failure to meet specification is notified to Us in accordance with the time limits specified in these Terms, We may at our sole discretion:

13.4.1 replace and/or modify the goods free of charge; or

13.4.2 refund You the price of the goods (or a proportionate part of the price); or

13.4.3 allow You a rebate on the amount invoiced equal to the price of the goods (or a proportionate part of the price)

13.4.4 in which case We shall have no further liability to You.

13.5 Except in respect of death or personal injury caused by Our negligence, or liability for defective products under the Consumer Protection Act 1987, We shall not be liable to You by reason of any representation (unless fraudulent), or any implied warranty, condition or other term, or any duty at common law, or under the express terms of the Contract, for loss of profit or for any indirect, special or consequential loss or damage, costs, expenses or other claims for compensation whatsoever (whether caused by Our negligence, Our employees or agents or otherwise) which arise out of or in connection with the supply of the goods (including any delay in supplying or any failure to supply the goods in accordance with the Contract or at all) or their use by You.

13.6 In any event, Our liability for any breach or the aggregate liability for any series of breaches under or in connection with the contract (save in respect of death, personal injury or fraudulent misrepresentation) shall not exceed the value of the contract or the amount recovered by Us from Our insurers in connection with the particular breach concerned, whatever is the higher.

13.7 Subject to these Terms and the Unfair Contract Terms Act 1977 all other warranties, conditions or terms whether made expressly or implied by common law as statute relating to use, quality and/or fitness for purpose are excluded to the fullest extent legally permissible including any liability or remedy for innocent or negligent misrepresentation.

14. Termination and Consequences

14.1 Either party may end a contract by immediate Written Notice if the other is in serious breach of contract and has failed to rectify the breach within 30 days of receiving Written Notice from the other party to do so.

14.2 Upon termination for whatever reason, You shall pay Us for all services provided and goods manufactured for You on a quantum merit basis.

15. Company Staff

15.1 Our staff are Our most valuable asset. If you or a third party were to engage or try to engage them without Our agreement, We would suffer serious loss. You agree that You will not engage or try to engage Our staff or introduce them to a third party other than in good faith and without any view to their engagement by a third party.

15.2 You further agree that if you do engage or try to engage (or if a third party does so following an introduction by You) any member or former member of Our staff with whom You have had material contact in the course of dealing with Us within the immediately preceding 12 months, You will pay Us by way of liquidated damages such sum as represents 100% of the annual salary (or other annualised amount last payable by Us) for the individual in question, which both You and Us hereby agree is a fair and reasonable pre-estimate of the likely loss We would suffer.

16. Force Majeure

16.1 We shall not be liable to You or be deemed to be in breach of the Contract by reason of any delay in performing, or any failure to perform, any of Our obligations in relation to the goods and/or Services, if the delay or failure was due to any cause beyond Our reasonable control. Without limiting the foregoing, the following shall be regarded as causes beyond Our reasonable control: an Act of God, explosion, flood, tempest, fire or accident; war or threat of war, sabotage, insurrection, civil disturbance or requisition; acts, restrictions, regulations, bye laws, prohibitions or measures of any kind on the part of any governmental, parliamentary or local authority; import or export regulations or embargoes; strikes, lock outs or other industrial actions or trade disputes (whether involving Our employees or of a third party); difficulties in obtaining raw materials, labour, fuel, parts or machinery; power failure or breakdown in machinery or a failure of Our suppliers or sub-contractors.

17. Law

17.1 The construction, validity, meaning and effect of any contract between You and Us shall be governed by the laws of England

17.2 Both Parties agree to have any disputes resolved in an English Court geographically closest to Staffordshire, UK with appropriate jurisdiction.

17.3 The headings of these Terms are inserted for convenience of reference only and are not intended to be part of or to affect their meaning or interpretation. 17.4 We shall be entitled to assign or sub-contract to any third party its rights and/or obligations (as the case may be) arising from any Contract. You may not assign Your rights under the Contract except with Our prior written consent. The Contracts (Rights of Third Parties) Act 1999 shall not apply in relation to the Contract.

17.5 A Written Notice required or permitted to be given by either party to the other under these Terms shall be in writing and sent by Royal Mail Special Delivery or other similar recorded delivery service addressed to that other party at its registered office or principal place of business or such other address as may at the relevant time have been notified pursuant to this provision to the party giving the notice and shall deemed to be served 2 days following h the date of posting.

17.6 No waiver by Us of any breach of the Contract by You shall be considered as a waiver of any subsequent breach of the same or any other provision. The rights and remedies provided by this Agreement are cumulative and (subject as otherwise provided in these Terms) are not exclusive of any rights or remedies provided by law.

17.7 If any provision of these Terms is held by a court or other competent authority to be invalid or unenforceable in whole or in part the validity of all the other provisions of the Contract and the remainder of the provision in question shall not be affected.