Terms and Condtions
Payment can be received by the following means.
Terms and Conditions
• Quotations provided by Labelfold Limited (trading as Label Source) of Station Chambers, Station Road , Chepstow, Monmouthshire NP16 3JU (the Seller) is an invitation to the buyer (the Buyer) to make an offer only. No order placed by the Buyer on the Seller, further to a quotation or otherwise shall be binding on the Seller, unless and until accepted in writing by the Seller's acceptance by order form, or confirmation, despatch note, or goods are despatched or that work is commenced.
• Any contract made with the Seller for the sale of goods, work or services shall incorporate and be subject to these conditions, and any representation or warranty, whether written or verbal, or provided prior to the contract is hereby expressly excluded, and all brochures, catalogues, specifications, drawings, descriptions, illustrations, colours, prices and advertising are intended only as an outline guide and a general idea of the goods described therein.
• Any specifications quoted by the Seller must only be treated as approximate, and the Seller reserves the right to amend without notice at any time before delivery, any specifications, materials or methods of manufacture of its products.
Price Terms
• All prices are exclusive of packing, delivery and VAT (Value added tax).
• The Seller reserves the right to vary its prices without notice to the Buyer, and the price payable shall be the price ruling at the date of delivery.
• Prices based on a specified quantity of goods apply only on the basis of a continuous production of that quantity, unless otherwise specified, and the definition of continuous run is at the discretion of the Seller. If the Buyer reduces or varies the quantity of goods ordered, which results in a production run of a lesser quantity, the price applicable to the lesser quantity shall apply, and if not covered by quotation, reasonable adjustment of the price shall be the Seller.
Payment Terms
• Unless otherwise agreed, in writing, all accounts must be paid within 30 days of the date of invoice. If at the date on which the Seller is ready to despatch, or deliver the goods, the Buyer delays delivery for any reason, the Seller may present invoices for settlement on that date.
• In default of payment, and without prejudice to any rights or remedies, the Seller reserves the right to demand payment of all outstanding balances, whether or not due, and/or to cancel all outstanding orders.
• Interest shall be charged on the outstanding balances, at the rate of 8.0% above the Bank of England's base rate, in the event of late or delayed payment, contrary to the Late Payment of Debts Act. The Buyer shall not be entitled to withhold or set-off payment for goods delivered or work undertaken for any reason whatsoever.
Credit Terms
• This contract shall be subject to the provision that, if at any time thereafter, the Seller is advised of circumstances casting doubt on the creditworthiness of the Buyer, or that satisfactory security for payment is not given on request, or if the Buyer is in default of payment for supply of other goods, the Seller may require payment of the whole or part of the purchase price in advance, and of the full price of all other goods sold to the Buyer by the Seller, and pending such payments, this contract shall be suspended.
In the event of such payments failing to be made, within a reasonable period stipulated by the Seller, the Seller may cancel the Buyer's order, without liability, and the Buyer shall be responsible for any resulting loss to the Seller.
• In the event of any breach of thses conditions of sale, not being remedied by the Buyer, within seven days of the Seller's written notice requesting such remedy, or upon the Buyer entering into any composition, or arrangement with its creditors, or passing a resolution for winding up, or entering liquidation (either voluntary or compulsory), or any similar arrangement , or a Receiver is appointed of the Buyer's assets, the Seller shall be entitled, without prejudice, to its other rights hereunder to suspend all further deliveries, and/or determine the contract or any unfulfilled part thereof, and the Buyer shall be responsible for any resulting loss to the Seller.
Export Terms
• Contracts for provision of goods outside the United Kingdom will be supplied under Incoterms, the international rules for the interpretation of trade terms as designated by the trade terms of the International Chamber of Commerce, in force at the date of the contract, unless other agreed special conditions in writing apply. In the event of any conflict between Incoterms and these agreed special conditions, the special conditions shall prevail.
• The Buyer shall be responsible for complying with any legislation or regulations governing the importation of the goods into the country of destination and the payment of any resulting duties.
• Unless otherwise agreed in writing between the Buyer and the Seller, the goods shall be delivered free on board (FOB) sea or air port of shipment, and the Seller shall be under no obligation to give notice under section 32(3) of the Sale of Goods Act 1979.
• The Buyer shall be responsible for arranging for inspection of the goods at the Seller's premises before shipment. The Seller shall have no liability for any claim in respect of any defect in the goods, which would be apparent on inspection and which is made after shipment, or in respect of any damage caused during transit.
• Payment of all amounts due to the Seller shall be made by irrevocable letter of credit opened by the Buyer in favour of the Seller and confirmed by a bank acceptable to the Seller, unless the Seller has agreed in writing on or before acceptance of the Buyer's order to waive this requirement. Payment shall be in pounds sterling unless agreed otherwise in writing.
• The Buyer undertakes not to offer the goods for any other country notified by the Seller to the Buyer at or before the time the Buyer's order is placed, or to resell the goods to any person or organisation which intends to resell the goods in any such country.
Transfer of risk
• The risk in respect of all goods sold under the contract shall pass to the Buyer upon the delivery of the goods by the Seller, its servants or its agents, at the address nominated by the Buyer in the order, and before unloading. Property of the goods shall not pass to the Buyer , as is outlined in the Retention of Title clauses below.
Retention of title
• Title will only pass to the Buyer on full payment of the purchase price of the goods to the Seller, only on clearance of any payment, by cheque or credit card or bank transfer.
• The property in the goods comprised in this contract remain vested in the Seller, notwithstanding the delivery of the same and the passing of the risk therein.
• The Buyer shall store the goods in such a manner that they can be easily identified as being the property of the Seller.
• The Buyer shall on request inform the Seller of the precise location of each items of the goods identified, where applicable by its reference number, by supplying the Seller at its expense within 7 days of its request by a schedule in writing.
• The Buyer may sell the goods as the Seller's agent in the normal course of the Buyer's business, and may pass good title to the Buyer's customer being a bona fide purchaser for value without notice of the Seller's rights on the following conditions;
a). The Seller may revoke the Buyer's said power of sale in breach of any of the previously described payment and credit clauses.
b). The Buyer's power of sale shall automatically cease in any of the circumstances set out in the Intellectual rights clauses outlined later.
c). The Buyer shall notify the Seller without delay of any attachment of the goods or actions by third parties, which may infringe the Seller's title to the goods.
6. Upon determination of the Buyer's power of sale, the Seller shall be entitled by itself, its servants, or agents to enter upon any of the Buyer's premises for the purpose of removing and repossessing such goods, and the Seller shall be entitled to claim from the Buyer, the costs and expenses incurred by the Seller in the ancillary to the process of such removal and repossession.
7. Title retention under Scottish Law. In the case of sales of goods in Scotland clause 2 above shall be replaced by: Until the purchase price of the goods comprised in this contract between the Buyer and the Seller shall have been paid in full.
Despatch/Delivery
• Any dates given in the contract for the despatch or delivery of goods or completion of the work shall constitute estimates of expectation only, and shall not be binding, unless the contract otherwise expressly provides in writing and subject to clauses 4 and 5 below in this section, and the Buyer shall accordingly accept delivery of the goods when tendered and the work completed.
• The method and route of despatch of the goods shall be selected by the Seller, which shall use its best endeavours to take into account such selection , the preferences of the Buyer.
• If notwithstanding the Seller's best endeavours, the Seller fails to despatch or deliver the goods or to complete the work by such date, such failure shall not constitute a breach of the contract, and the Buyer shall not be entitled to claim compensation for such failure, or any consequential loss or damage resulting therefrom.
• Subject to clause 3 above, where despatch of the goods or completion of the work is delayed by more than 2 weeks beyond the date given in the contract, the Buyer shall grant the Seller a reasonable extension period, and if upon the expiry of the extension period, the goods have not been despatched or delivered or the work has not been completed, the Buyer may forthwith give notice in writing to terminate the contract, and in such circumstances the Buyer shall pay at the contract rate for all goods sold or work done by the Seller to the actual date of termination, and neither party shall have any further liability to the other in respect of the goods undelivered or work not completed.
• If, at the date on which the Seller is ready to despatch or deliver the goods, the Buyer delays acceptance thereof for any reason whatsoever, the goods will be stored by the Seller, but the Buyer shall pay to the Seller an amount equivalent to what the Buyer would be liable to pay, if the goods had in fact been despatched or delivered together with reasonable storage charges for the period of delay and the cost of any additional handling and transporting incurred. If on the expiry of 28 days after the date on which the Seller is ready to despatch or deliver the goods or complete the work, the Buyer has not accepted the goods or work, the Seller reserves the right immediately to cancel the Buyer's order. This cancellation shall entitle the Seller to dispose of the goods and obtain from the Buyer compensation for loss of profit, in addition to any other sums due to the Seller under these conditions.
• Claims in respect of incomplete or incorrect supplies of goods or of goods damaged in teansit must be notified to the Seller as soon as possible, and in any event not later than 7 working days after receipt of goods at the place of destination.
• Claims in respect of non-delivery of goods nmust be made as soon as possible, and in any event within 7 working days of the receipt by the Buyer of the Seller's invoice.
• When deliveries are spread over a period, each consignment will be despatched and each notice will be treated as a separate account and payable accordingly.
• At the option of the Seller, products sold to the Buyer may be delivered in more than one instalment, each instalment shall be deemed to form a separate contract, and failure to deliver or defective delivery of any one instalment shall not constitute a brach of contact in respect of other instalments.
• On special orders, the Seller reserves the right to deliver up to 5% over or under the quantity ordered, and to invoice for full quantity delivered.
Contracts for work
If the contract is for and includes work to be undertaken by the Seller, including installation, commissioning, repair or improvement, then unless the contact otherwise provides, the additional provisions shall apply.
• The Seller shall be obliged to carry out such work only during the Seller's normal working hours. If the Buyer requests that work be conducted outside such hours, any overtime or premium costs shall be paid for by the Buyer at the rate stipulated by the Buyer.
• If the work is to be carried out at the Buyer's premises, or at the premises of a third party at the Buyer's request, the Buyer shall provide or procure ;
a). Safe and protective storage of all goods, tools, equipment, plant and materials on site.
b). Free and safe access on site and to the place of work.
c). All or any utility services or facilities necessary for the work to be undertaken in a safe and satisfactory manner.
d). If installation is required the Buyer shall provide any plans, layouts or structural drawings and information, and supply of any necessary equipment to enable the goods to be tested following insallation.
3. The Buyer shall pay to the Seller the amount of any expenses incurred by the Seller for breach of the Buyer's requirement to supply access, safety or services.
Warranty
• The goods supplied or work undertaken by the Seller shall be inspected or tested within 28 days of delivery by the Buyer. The Buyer shall notify the Seller in writing within 7 days of the inspection or testing, any claims in respect of defect, apparent upon the inspection or testing.
• Defects not detectable by careful inspection or testing within 28 days of delivery , shall be lodged as soon as discovered, but in any event no later than 12 months after delivery of goods or installation of goods for their end use.
• The Seller shall make good, either by repair, replacement or renewal at its option defects, which under proper storage and use, appear in the goods or work within the time limits set out in clauses 1 and 2 above, and which arise solely from faulty material or workmanship provided that:
a). Such defects have not been caused by misuse, neglect, accident, improper storage, installation or handling by the Seller, including mal-operation against the instruction manual, or connection to devices not compatible with any equipment supplied by the Seller, or officially recommended by the Seller.
b). In the event that the Buyer shall agree with the Seller that the Buyer will supply labour necessary to carry out any repair, replacement or renewal, then the Buyer shall be entitled to be paid for such labour at a rate not exceeding the Seller's current labour rate.
c). This warranty shall only apply to goods sold within the UK .
d). At all times, the Buyer shall only operate any goods using the correct electrical supply voltage, suitable chemicals or uncontaminated water supply.
4. The Seller's liability as outlined in clause 3 above shall be in lieu of any warranties and conditions, either express or implied, by statute common law or otherwise, however, which warranties and conditions are hereby expressly excluded.
5. Without prejudice to the generality of the foregoing, nothing herein contained shall operate to exclude any warranty or condition implied by statute in the event of the Buyer dealing as a “Consumer” as defined by Section 12 of the Unfair Contract Terms Act, 1977. In such a case the Buyer's statutory rights are unaffected by these terms and conditions.
6. Save as aforesaid and save in respect of death or personal injury resulting from the negligence of the Seller, its servants or agents, the Seller shall not be liable for any claim or claims for direct, indirect , consequential or incidental, injury, loss or damage made by the Buyer against the Seller, whether in contract or tort (including negligence on the part of the Seller, its servants or agents) arising out of or in connection with any defect in the goods or work or any act, omission, neglect or default (whether or not the same constitutes a fundamental breach of the contract or breach of a fundamental term thereof) of the Seller, its servants or agents in the performance of the contract.
7. The Seller's obligations contained in this clause shall apply only to the Buyer, but the Buyer shall not be prevented from having recourse to them solely by reason of the Buyer selling the goods in the normal course of its business to a third party. Application for transfer to subsequent purchasers of the goods of the benefit of this warranty for its unexpired period will be considered by the Seller upon submission of a written request.
8. The Buyer accepts as reasonable that the Seller's total liability for any goods or work, which are defective shall be as set out in these conditions; in fixing that limit the Seller has had regard to the contract price of the goods, the nature of the goods, the use they will receive and the resources available to each party, including servicing facilities and insurance cover, to meet any liability.
Lien
• The Seller retains a general lien on any of the Buyer's equipment or other goods on the Seller's possession for any unpaid balance the Buyer may owe to the Seller.
Safety
• The Seller will make available on written request such information, specifications, design and construction as is in its possession to ensure that as far as is reasonably practicable, it is reasonably safe and without risk to health when properly used.
Intellectual property
• The copyright subsisting or which subsequently subsists in all documents, specifications, designs, drawings, programmes or any other material prepared by the Seller, whether readable by humans or by machines shall belong to the Seller absolutely and they shall not be reproduced or disclosed or used in its original or translated form by the Buyer without the Seller's written consent for any purpose other than that which they were furnished.
• Notwithstanding any implied warranty or condition as to title or otherwise in relation to the goods suppliede hereunder, the Seller shall not be liable to indemnify the Buyer in respect of any claim made or threatened against the Buyer by a third party whether by legal proceedings or otherwise based on a right claimed under letters, patents, trade-marks, copyright (whether registered as a design or not) or breach of confidence unless:
a). The Seller shall have been promptly notified of the claim or threat and no admissions shall have been made by the Buyer such as would prejudice the defence of any such claim or threat.
b). The goods shall have been designed by the Seller or made to its design and in any event the Seller's liability shall be limited to damages and costs awarded by a court of competent jurisdiction in proceedings conducted in accordance with the wishes of the Seller or such sum as may be paid in compromise of such proceedings with the assent of the Seller.
3. The Buyer shall indemnify the Seller against any or all liabilities, claims and costs incurred by or made against the Seller, as a direct or indirect result of carrying out any work required to be done on or to the goods in accordance with the requirements or specifications of the Buyer, involving any infringement of any rights of any third party.
Data protection
• Each party shall comply with its respective obligations under the Data Protection Act 1998 in relation to all “Personal Data” (as defined in the Act) that is processed by it in the couse of performing its obligations under this Agreement.
• Without prejudice to the clause above the Company shall maintain sufficient technical and organisational measures to prevent unauthorised or unlawful processing of Personal Data and to prevent any loss, destruction or unauthorised disclosure of Personal Data.
Returns policy
• The Seller will credit the purchase price of the goods provided that ; the goods have not been manufactured to the Buyer's specification; the goods do not meet the Buyer's requirements; the goods are returned to the Seller in unused and undamaged condition and in the original packaging, within 30 days of delivery with a returns note itemising the goods returned; returned items shipped directly from the Seller's supplier (excluding any faulty or incorrect goods) will be subject to a restocking fee based on any carriage costs incurred to deliver or uplift goods: any credits or refunds will be made omly after receipt of the goods and their inspection; the Seller reserves the right to levy a 15% handling charge on any goods returned for credit; no credit will be given by the Seller in respect of delivery, postage or transit charges levied by the Seller, or incurred by the buyer.
• In the case of the return of goods made to the Buyer's specification, where any of the points in the previous clause are met, the Seller will credit the purchase price of the goods subject to a handling charge of 40%.
Tools, negatives and plate charges
• All tools, including dies and cutters, negatives and plates are and will remain at all times the property of the Seller.
• These tools, negatives and plates will be maintained free of charge by the Seller, while being used in production, and for a period of 24 months from the date of last use.
• Following the expiry of this period the Seller reserves the right to destroy such tools, negatives and dies, unless specific written arrangements are made otherwise.
Artwork
• All artwork, submitted by the Buyer or its agents, is subject to the approval of the Seller, and must be in a suitable format and standard to be used by the Buyer.
• Any costs of modifying, colour separating, retouching or reworking the artwork supplied, will be notified and invoiced to the Buyer.
• One artwork layout proof will be furnished for each item for the approval of the Buyer. Changes to requirements, or corrections outside the original order requirements, will be subject to additional charges invoiced to the Buyer.
General terms
• Any notice to be served under these Conditions may be provided orally in person, or by telephone, but must be confirmed in writing as soon as possible and in any event within 24 hours to the intended recipient, either; by first class post within the UK; by facsimile transmission or electronic mail during working hours on business days (deemed to be served twelve hours after transmission); by personal delivery during business hours and served on the Seller.
• The address for service of notices shall be the party's address as shown in these Conditions, or as subsequently notified in writing.
• The waiver by the Seller of any breach of any term hereof shall not prevent the subsequent enforcement of that term and shall not be deemed a waiver of any subsequent breach.
• Severance. Should one clause hereof be invalid, the provisions of the remainder hereof shall not be affected, and in such case the parties hereto shall co-operate to agree replacement terms which are legally valid in order to achieve as nearly as possible the original intentions of the parties, particularly regarding the economic effect of such clause.
• Titles. The titles of the clauses hereof shall not be taken into account in the construction hereof.
• English Law. Any contact in which these terms relate shall be governed by English Law, and the parties shall submit to the non-exclusive jurisdiction of the English Courts
• Entire Agreement. This document contains the whole terms of the contract and no alteration or variation of the terms of the contract shall be valid unless agreed and made in writing by an authorised officer of the Seller, and no waiver or breach by either party of the terms of the contract shall prejudice the Seller's strict legal rights hereunder. In the event of any conflict between these terms and any other terms or conditions, these terms will prevail.
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