TEMPLECOOMBE LTD (“The Seller”)
TERMS & CONDITIONS OF SALE (“CONDITIONS”)
1. ORDERS/TERMS AGREED
1.1. These Conditions shall apply to all contracts for the sale of goods by The Seller to the exclusion of any other terms that The Buyer seeks to impose or incorporate, or which are implied by trade custom, practice or course of dealing. Each order for the sale of goods shall be deemed to be a contract when The Seller issues a written acceptance of order, or if not, on commencement of work in respect of the order.
1.2. Orders can only be cancelled or varied by The Buyer if production has not begun and subject to The Buyer paying an administration fee of £50 and reimbursing The Seller for any costs incurred due to cancellation/variation.
2. PHONE CALLS
2.1. These may be recorded for training and advertising purposes.
3.1. The Buyer is responsible for checking all proofs/artwork (including accuracy and layout)/specifications and for approving such items within the timeframes required by The Seller to meet production/delivery deadlines.
3.2 In the case of printed goods The Seller is not to be responsible or liable for any errors in proofs which have been passed by The Buyer. This is the reason for proofing.
3.3 Colour proofs / screen proofs are not to be used for the actual colour matches, only for colour separation and pantone / CMYK reference checks.
3.4. Where The Buyer uses third party agencies it is implied that such agencies have authority to deal with The Seller direct, to give approvals and to bind The Buyer.
3.5. The Buyer warrants that fulfilment of the order will not infringe any intellectual property rights (including copyright) and will indemnify The Seller and The Seller’s agents against all costs and expenses incurred in any such infringement.
3.6. Buyers requesting the return of artwork/plates will be charged the difference between the contribution paid as invoiced and the total cost of artwork/plates plus a £35 fee to cover administration/storage/carriage. The Seller reserves the right to dispose of any artwork and printing plates if no further orders are placed with The Seller within the preceding four years.
3.7. The Seller will try to assist The Buyer as to the suitability of their artwork, but accept no responsibility whatsoever in the appearance of their design once it has been printed onto the goods.
4.1. Products meet current industry standards. Size, gauge, quantity, print position and print quality are subject to tolerances within +/- 10%. Actual quantity delivered will be quantity invoiced. Colours will vary within industry tolerances.
4.2. Every effort will be made to supply products of the quality of samples submitted/quoted for but exact matches to samples or previous orders cannot be guaranteed.
5.1. Prices are quoted ex VAT and any applicable government levy, duties and taxes which The Buyer will be charged.
5.2. The Seller reserves the right to vary our prices before or after acceptance to meet:
– any additional costs resulting from Buyer variations to orders/ Buyers requiring expedited delivery/ failing to advise delivery requirements (8.2)/delay in approving proofs/specifications
– any rise in actual costs of production/materials, or rises caused by severe currency fluctuations of 5% or more since the time of order.
6.1 Payment is strictly 21 days from date of invoice, in full, without any deductions/set off/liens; where an account has been set up after the initial order. This will apply to balance payments also where a pro-forma payment has been made at the time of order.
6.2. Most debit/credit cards are accepted; corporate and commercial credit cards are subject to a 3% charge.
6.3. Buyer debit/credit card details given at the point of initial order are stored by The Seller until expiry, to enable The Seller to take payment for the balance of orders outstanding and for repeat orders. Card details are stored securely, with controlled access.
6.4. With late payment, The Seller reserves the right to:-
– charge interest and costs pursuant to the Late Payment of Commercial Debts (Interest) Act 1998 (as amended)
– charge interest at a rate of 8% above base rate from the due date, plus court fees and reasonable costs, where the Late Payment of Commercial Debts (Interest) Act 1998 does not apply
– take payment without prior notice from a debit/credit card given at time of order or previous orders plus 3% charge on corporate and commercial credit cards.
6.5. With instalment deliveries, The Seller is entitled to invoice each instalment on delivery and payment is due notwithstanding non-delivery of other instalments. Default by The Buyer in paying instalments will cause the whole balance of the order to be payable.
7. DATA PROTECTION
8.1. Delivery times are approximate and start from approval of proofs and all order details. The Seller reserves the right to deliver in instalments if it is more practical to do so and failure to deliver one instalment does not give rise to a right to reject other deliveries.
8.2. The Buyer is responsible for:
– giving clear delivery instructions for taking delivery (times and restrictions)/unloading as required by health and safety/carriers (failure to do so may result in extra charges)
– checking goods on delivery for shortfall/damage and signing for them as damaged or short delivered
– notifying The Seller within 3 days of any non-delivery or obvious shortfall/damage on delivery.
8.3. The Seller will not be liable for the acts or omissions of any couriers/carriers. (The contracted job of all carriers is only to deliver to the door and they cannot leave their vehicle unattended).
8.4. Where a delivery deadline has been agreed, although quoted in good faith, The Seller is not responsible for any delays occurring outside our control.
8.5. Where The Buyer arranges collection of goods, title to the goods and any risk shall pass immediately to The Buyer. Any loss, damage, deterioration and all applicable taxes and duty from the point of collection will be the sole responsibility of The Buyer from that point on.
8.6. For International deliveries any duties, taxes and storage charges incurred are the responsibility of The Buyer. Courier and/or Customs delays on International deliveries can and do happen, and if they affect a deadline given in good faith by The Seller, The Buyer will still be responsible for payment of the goods in full; as with all national deliveries.
9.1. Risk on all goods passes on delivery.
9.2. With non-branded/non-personalised goods, title to the goods will not pass until all sums due to The Seller from The Buyer are paid in cleared funds.
9.3. Only in the event of The Buyer being subject to insolvency proceedings, title of the goods whether branded or not, will not pass until all sums due are paid for in full in cleared funds.
10.1. Complaints will not be entertained unless:
– notified to The Seller in accordance with 8.2 (delivery) and for other claims, in writing within 14 days of delivery
– goods are signed for as damaged/shortfall or, if not checked, as condition not checked
– substantiated initially by sending 5 damaged/faulty samples within 10 days of request.
– you have allowed The Seller to collect the full consignment on request, or have allowed The Seller’s representative to visit and check the goods on site within 14 days of request. It will be at The Seller’s sole discretion as to which of these is more suitable and not the choice of The Buyer.
10.2. If a claim is validly made and substantiated then The Seller will replace the goods supplied or, at their sole discretion, give a credit towards the price of the goods.
10.3. Subject to 9.2 and in view of the personalised nature of goods, The Buyer is not entitled to reject/return goods, and return of such goods to The Seller will not be deemed to be acceptance of a claim. The Seller will hold The Buyer liable for the costs of return in addition to other sums due.
10.4. The disposal of rejected or defective goods, no matter the reason, will be at The Seller’s sole discretion and/or the factories. This can include recycling or giving away to charity shops/markets/fetes.
10.5. All warranties and conditions implied by statute as to quality and fitness for purpose are excluded to the fullest extent permitted by law and no representation is made in respect of manufacture of goods.
10.6. The Seller is not liable for any problems of any sort, caused by circumstances beyond our control e.g. acts of God, war, changes in import / export rules etc.
11. LIMITATIONS OF LIABILITY
11.1. The Seller shall under no circumstances whatsoever be liable to The Buyer, whether in contract, tort (including negligence), breach of statutory duty, or otherwise for any loss of profit, or any indirect or consequential loss arising or in connection with a contract, and
11.2 The Sellers total liability to The Buyer arising under or in connection with a contract, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall in no circumstances exceed the contract price of the goods.
11.3 The Seller is not liable for any problems of any sort, caused by circumstances beyond our control e.g. acts of God, war, changes in import / export rules etc.
12.1. Except as set out in these terms and conditions, no variation of the contract, including the introduction of any additional terms and conditions, shall be effective unless it is in writing signed by The Seller.
13. GOVERNING LAW
13.1. The contract, and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes and claims) shall be governed by and construed in accordance with the law of England and Wales.
14.1. Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with this contract or its subject matter or formation (including non-contractual disputes or claims).
15.1 The Seller reserves the right to use images of finished products supplied to The Seller in any of their online activity or marketing literature.
15.2. The Seller accepts and processes confirmations and instructions given electronically and verbally by The Buyer. The Buyer acknowledges these are legally binding in relation to our terms and conditions and the quote/order content.