Terms & Conditions
Standard Terms and Conditions and General Trading Information
Definitions:
‘We, Us, Our’
The Branded Merchandise & Gift Company Limited trading as ‘the branded merchandise company’ (CRN: 09168852) of 5th Floor, International House, 2-4 Maddox Street, London W1S 1QP
‘You, Your’
the person, company or firm who purchases the goods and/or services from us
‘Contract’
the contract between you and us for the sale and purchase of goods and/or services as more particularly defined below in clause 1.1.
1. GENERAL AND CONTRACT FORMATION
1.1 An order by you shall constitute your offer to purchase the goods and/or services from us in accordance with these terms and conditions. The contract between us shall not come into existence until the date that we receive your written order confirmation (the “Contract”).
1.2 These terms and conditions apply to the Contract to the exclusion of any other terms that you may put forward, seek to impose or incorporate, or which are implied by trade, custom, practice or course of dealing.
1.3 Any variation of these terms needs to be approved in writing by us prior to the commencement of the Contract.
2. PAYMENT TERMS
Payment is required before any order is processed unless credit facilities have been approved with us in advance of the order. Payment on pre-approved credit accounts shall be made in full within 30 days of invoice unless special settlement terms have been agreed by us in writing. Credit facilities may be withdrawn without notice in which event no further goods will be delivered to you other than against cash payment and notwithstanding all amounts owing by you to us shall be immediately payable in cash.
3. PASSING OF TITLE AND RISK
3.1 The risk in the goods shall pass to you on delivery
3.2 All goods, delivered or not, remain our property until payment is received in full.
3.3 Pursuant to clause 3.2, until such time as payment in full is made you shall retain such goods separately from other goods and clearly mark them in such a way that they can be readily identified as being our property and any payment received by you for any sale of such goods must be held in a separate account on trust for us. In the event of non-payment by you for such goods we will, without loss of any rights or remedy, remove from your possession those goods belonging to us in accordance with these conditions and we shall be entitled to enter upon the property where the goods are stored and repossess and remove the same. You hereby grant us irrevocable licence to enter your premises for the said purposes.
4. PRODUCT SPECIFICATION & PRICES
4.1 We reserve the right to alter any prices or detail or design of products illustrated without notice.
4.2 Any drawings, descriptions or illustrations contained in our catalogues or on our website are produced for the sole purpose of giving an approximate idea of the goods referred to in them and while every effort is made to describe goods accurately in the catalogues and website no warranty is given as to accuracy and no responsibility will be accepted for error or mis-description and any resulting loss.
4.3 You remain fully responsible for ensuring that all measurements, logos and/or graphics are correct and accurate. We shall in no way be responsible for any such errors or inaccuracies. By submitting your order to us, you undertake to us that you have the right or full permission to use any logos which are contained in your order specification. We shall in no way be liable to any third party for your unauthorised use of such logos or imagery and you hereby fully indemnify us against any such claim or liability.
4.4 Where applicable all prices quoted are subject to VAT at the current rate and are exclusive of any applicable duties, taxes or levies of a similar nature which are imposed or charged by any competent fiscal authority in respect of the goods which you shall be additionally liable to pay to us.
5. QUOTATIONS AND CONTRACTS
Orders are accepted subject to our right to adjust prices quoted to take account of any charges in the law or government regulations requiring us to increase prices by way of direct taxation, import duties, customs and excise duties or otherwise. The prices are based on today’s current costs of production and in the event of any increase in wages or costs of materials to us occurring after the confirmation or accepted contract, we shall be entitled to charge such increases to you. All quoted prices are subject to sight of artwork and stock availability. E&OE.
6. DELIVERY
6.1 Every effort will be made to deliver on time, but any delivery date specified is approximate only. Time is not of the essence and no liability is accepted for any loss arising from delay or error in the delivery of the goods.
6.2 All deliveries will be charged at the prevailing rates applying at the dates of such delivery.
6.3 Special express deliveries can usually be arranged but will usually be subject to additional charges (e.g. express print charges and express delivery charges) which will be charged to you at current quoted rates.
6.4 We shall not be liable for any delay in delivery of the goods or performance of any services that is caused by a Force Majeure Event (see clause 15 below) or your failure to provide us with adequate delivery instructions or any other instructions that are relevant to the supply of the goods or performance of services.
6.5 If you fail to take delivery of the goods or any part of them on the delivery date and/or fail to provide any instruments, documents, licences, consents or authorisations required to enable the goods either (i) to be cleared for delivery or (ii) delivered on that date, we shall be entitled upon giving written notice to you to arrange for storage of the goods. Delivery will be deemed to have taken place and you shall immediately pay us any and all costs and expenses including but not limited to storage and insurance charges arising from such failure, as well as any return shipping charges should the items be rejected or returned.
7. QUANTITY VARIATION
We shall be deemed to have fulfilled our contract by delivery of a quantity within 10% plus or minus of the quantity of printed goods ordered and you will be charged at the contract rate for the quantity delivered.
8. ACCEPTANCE OF THE GOODS
8.1 You must examine all goods delivered at the time of delivery and notify us in writing as soon as practicable after delivery of any goods that have been damaged in transit or where there has been a partial loss of goods. We shall not be liable for any loss arising from damage caused to the goods in transit unless loss or damage is noted on the delivery note at the time of delivery.
8.2 You must notify us in writing as soon as practicable after delivery (and no later than 7 days after delivery) of any goods which you believe do not conform with the Contract. You agree to give us a reasonable opportunity of examining such goods and agree that we may, at our option, replace any defective goods or refund the price of the defective goods. We shall not be liable for goods’ failure to comply with Contract where:
a) the defect arises because you have failed to follow any oral or written instructions as to the storage of the goods or (if there are none) good trade practice regarding the same;
b) the defect arises as a result of your wilful damage, negligence, or abnormal storage or working conditions by you; or
c) the defect arises as a result of our following any drawing, design or specification which you have supplied to us
8.3 The terms implied by sections 13 to 15 of the Sale of Goods Act 1979 are, to the fullest extent permitted by law, excluded from the Contract.
9. LIABILITY
9.1 Nothing in these terms shall limit or exclude our liability for death, personal injury, fraud or fraudulent misrepresentation.
9.2 Subject to clause 8 and this clause 9 we shall under no circumstances whatsoever be liable to you whether in contract, tort (including negligence), breach of statutory duty or otherwise for any loss of profit or any indirect or consequential loss arising under or in connection with the Contract.
9.3 Subject to clause 8 and this clause 9 our total liability to you shall, in respect of all other losses arising under or in connection with the Contract, be limited to the value of the Contract.
9.4 If you fail to give notice of rejection of any goods in accordance with clause 8 you shall be deemed to have accepted the goods and we can accept no responsibility unless you have fully complied with the notification procedure set out in clause 8.
9.5 Nothing in these terms and conditions shall affect the statutory rights of the consumer.
10. CANCELLATION CHARGES
Once the Contract has been formed between us pursuant to clause 1.1, we reserve the right to levy an administration charge on any cancelled orders, together with a charge in respect of all work carried out up to the date of written cancellation. This will include materials ordered and paid for by us or by third party providers to fulfil elements of the order and/or payments forwarded by us to third parties to ensure stock has been reserved to fulfil the order.
Where we are unable to recover such payments, any possible reimbursement to you will be reduced for the irrecoverable amounts.
Notwithstanding the above, where we have received approval pursuant to clause 14.3 or 14.6 below and an order has already gone into production and we are unable to cancel it with the factory and/or obtain any reimbursement, the full value of the order pertaining to that product will be payable to us.
In addition, orders we place with overseas factories require prepayment, the value of which we will advise you. Once the Contract has been formed between us pursuant to clause 1.1 and, upon receipt from you of your prepayment to us, whether in part or in full settlement of the order, we will accept your transfer of funds to us, i.e. the consideration, to constitute your binding acceptance to the agreed offer. Once an order has been placed on your behalf with an overseas factory, you accept that you will be liable for payment of the order in full, including in the event you request changes or cancellation. In cases where changes are still possible these will incur an additional charge to you.
11. SAMPLES
Random samples will be submitted on approval and will be charged if not returned in good condition within 14 days from receipt. An additional non-refundable handling and delivery charge of £10.00 will be incurred on sample orders.
12. OVERDUE ACCOUNTS
12.1 No goods will be delivered on accounts which remain unpaid 14 days after payment is due. Interest on overdue invoices shall accrue from the date when payment becomes due from day to day until the date of payment at a rate of 4% above the Bank of England Base Rate from time to time in force and shall accrue at such a rate after as well as before any judgement. This does not prevent us from pursuing payment of overdue accounts at any time after payment becomes due and shall be in addition to and without prejudice to any other rights we may have against you.
12.2 We reserve the right to charge you for any legal collection charges where it is necessary to obtain payment from you of an overdue account through a third party or Court proceedings.
13. QUANTITY CHANGES TO ORDER
Any change in the quantity of an order must be made in writing to us prior to commencement of processing. Any increase in the order must be regarded as a separate contract unless written notification is received before work commences on the original order.
14. ARTWORK, COLOUR VARIATION AND PRINTING
14.1 All artwork and printing charges will be levied where necessary unless previously stipulated by us.
14.2 Where applicable the prices shown include printing one colour one position from camera ready artwork supplied. For additional positions or colours of printing please phone to obtain an exact quotation.
14.3 You will be supplied a digital visual artwork proof to approve before any printing takes place. We will require your approval in writing. Where an order contains more than one product we will require this approval per product. We will accept such approval to constitute your binding authority and agreement for production of that product to commence. No changes can be made once such approval has been received. For orders which contain multiple products, we may provide digital visual artwork proofs at different times and therefore production will commence for each product once its approval has been received.
14.4 Printing can vary from product to product and print position may vary due to different print processes.
14.5 Due to the variety of materials and the imprinting processes utilised by us and our suppliers, no guarantee can be given to match exactly pantone numbers or colour samples provided by you. We will endeavour to match as closely as possible to these colour references but cannot be held liable for any further costs that may arise.
14.6 In order to print efficiently from the artwork you supply us, it may be necessary to adjust or redraw your artwork. You will be advised of the changes made and we will provide you an artwork approval form illustrating how your artwork will look on your chosen product. You must review this and notify us of any discrepancy in the artwork at this time. No printing will commence until we have received your written approval of the artwork or, where requested and agreed, a pre-production sample, which we will accept as your binding authority and agreement for production of that product to commence. We do not accept liability for any post-completion errors or omissions.
15. FORCE MAJEURE
15.1 We will not be held responsible for failure or delay in the carrying out of our obligations under the Contract arising out of or in connection with an event or circumstance which is outside or beyond our reasonable control or by inability to procure materials or articles except at higher prices due to any such circumstances.
15.2 Where we are unable to perform our obligations under the Contract pursuant to clause 15.1 for more than six (6) weeks we shall be entitled by notice to terminate the Contract in whole or in part without incurring any liability whatsoever to you.
16. MONITORING OF TELEPHONE CALLS
For security and training purposes telephone calls may be recorded.
17. DEFAULT
If you:
a) commit or permit any material breach of your obligations under these conditions;
b) enter into a voluntary arrangement under Part 1 of the Insolvency Act 1986 or any other scheme or arrangement is made with your creditors;
c) are or become the subject of a bankruptcy order or take advantage of any other statutory provision for the relief of insolvent debtors;
d) convene any meeting of your creditors, enter into voluntary or compulsory liquidation, have a receiver, administrator or administrative receiver appointed in respect of your assets or undertakings or any part thereof, a resolution is passed or petition presented to any court for your winding up of for the granting of an administration order, or any proceedings are commenced relating to your insolvency;
we will be entitled to cancel or suspend any further deliveries to you and appropriate any payment made by you as we see fit. If you are in possession of unpaid goods supplied by us this right will terminate and we may enter your property in accordance with clause 3.3.
18. GENERAL
18.1 We may at any time assign, transfer, mortgage, charge, subcontract or deal in any other manner with all or any of its rights or obligations under the Contract.
18.2 If any provision or part-provision of these terms is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this clause shall not affect the validity and enforceability of the rest of the terms.
18.3 A person who is not a party to the Contract shall not have any rights to enforce its terms.
18.4 Except as set out in these Conditions, no variation of the Contract, including the introduction of any additional terms and conditions, shall be effective unless it is issued in writing by us.
18.5 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 or claims), shall be governed by, and construed in accordance with the law of England and Wales. 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).