TERMS AND CONDITIONS OF SALE
COMPANY CARDS LTD (“CO.CARDS”)
CO.CARDS RESERVES THE RIGHT TO VARY THESE TERMS AND CONDITIONS FROM TIME TO TIME. ALL REASONABLE ENDEAVOURS WILL BE USED TO ENSURE THAT OUT OF DATE VERSIONS ARE REMOVED FROM CIRCULATION AND CO.CARDS WILL RELY ON AND WILL EXPECT ALL CUSTOMRS TO RELY ON THE CURRENT TERMS AND CONDITIONS WHICH ARE ALWAYS AVAILABLE FOR INSPECTION ON REQUEST AND AT WWW.COMPANYCARDS.CO.UK/TERMS&CONDITIONS
1 Basis of the sale
1.1 All orders are accepted subject to Co.Cards terms and conditions of sale set out below (“Terms and Conditions”) which apply to and govern all contracts quotations sales supplies and deliveries of goods materials services and other products ("Goods") by Co.Cards or its group of companies from time to time to any individual firm company or other person ("Customer") and of all or any other conditions warranties or terms otherwise implied or expressed.
1.2 Following Co.Cards receipt of Customer’s order for Goods Co.Cards shall send to Customer, E-mail, faxed or written confirmation of its acceptance of Customer’s order (“Order Confirmation Form”). Co.Cards unqualified acceptance of Customer’s order will occur only when Co.Cards receives a copy of Customer’s signed Order Confirmation Form (“Accepted Order”). All Accepted Orders will be governed solely by these Terms and Conditions. In the absence of an express agreement in writing no variation of these Terms and Conditions and no oral stipulations or representations shall be binding on Co.Cards unless expressly agreed in writing and signed by two directors of C.Cards on its behalf.
1.3 No Accepted Order may be cancelled by the Customer except with the agreement in writing of Co.Cards and on terms that the Customer shall indemnify Co.Cards 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 Co.Cards as a result of cancellation.
2.1 In relation to each Accepted Order Co.Cards shall, within a reasonable period of time produce and deliver to Customer a proof of the Customer’s ordered Goods (“Proof Approval Form”). The Proof Approval Form shall be completed, signed and returned to Co.Cards with set up costs within a reasonable period of time to allow Co.Cards to produce and deliver the Goods within the Guaranteed Delivery Date. If Customer does not return the Proof Approval Form within sufficient time then the Guaranteed Delivery Date shall be automatically altered on a day for day basis to take into account Customer delay.
2.2 Customer shall be solely responsible for ensuring the accuracy of the copy supplied for typesetting.
2.3 Co.Cards shall use reasonable endeavours to ensure that all proofs are correct before they are delivered to Customer. Customer is solely responsible for reviewing all proofs for any errors in colours, print quality, data encoding and/or omissions and further Customer acknowledges that its signed Proof Approval Form constitutes Customer’s requirements in respect of the Goods in the Accepted Order.
3 Price of the goods
3.1 All prices for the Goods together with set up costs are valid for up to 30 days from the date notified to Customer after which time they may be altered by Co.Cards without notice to Customer.
3.2 Except as otherwise expressly stated all prices are given by Co.Cards on an ex works basis, and where Co.Cards agrees to deliver the Goods otherwise than at Co.Cards premises, Customer shall be liable to pay Co.Cards charges for transport, packaging and insurance.
3.3 The Set up cost may only be refundable to Customer where Co.Cards is unable to supply the Goods specified in the relevant Accepted Order to Customer prior to or on the ‘Guaranteed Delivery Date’ (subject always to the Customer delay provisions in clause 2.1 above) requested by Customer on the Order Acceptance Form.
3.4 Any amendments required by Customer following submission to Co.Cards of the signed Proof Approval Form are subject to an additional charge to that set out in the Order Confirmation Form.
3.5 Unless otherwise expressly stated, all prices are exclusive of any applicable value added tax, which Customer shall be additionally liable to pay to Co.Cards
4 Terms of payment
4.1 Unless otherwise agreed in writing, Set up costs are due and payable on Co.Cards receipt of each Order Confirmation Form from Customer.
4.2 In addition to the Set up costs, Customer shall pay the price of the Goods within 30 days of the date of Co.Cards invoice. Co.Cards shall be entitled to recover the price, notwithstanding that delivery may not have taken place and the property in the Goods has not passed to the Customer. The time of payment of the price shall be of the essence of each Approved Order.
4.3 Receipts for payment will be issued only upon request.
4.4 If Customer fails to make any payment on the appropriate due date then, without limiting any other right or remedy available to Co.Cards, Co.Cards may:
4.4.1 cancel the Accepted Order or suspend any further deliveries to Customer;
4.4.2 appropriate any payment made by Customer to such of the Goods (or the goods supplied under any other contract between Customer and Co.cards) as Co.Cards may think fit (notwithstanding any purported appropriation by Customer); and
4.4.3 charge Customer interest (both before and after any judgment) on the amount unpaid, at the rate of 5% per cent per annum above Bank base rate from time to time, until payment in full is made (a part of a month being treated as a full month for the purpose of calculating interest).
5.1 Co.Cards shall make all reasonable efforts to deliver the Goods within a reasonable time of receipt of Customer’s signed Proof Approval Form and time shall not be of essence. Where Customer has provided for a Guaranteed Delivery Date on the Order Confirmation Form Co.Cards shall use its reasonable commercial endeavours to deliver the Goods (subject always to the Customer delay provisions set out in clause 2.1 above) within or on such date. If Co.Cards is unable to deliver the Goods on or before the Guaranteed Delivery Date, it shall in its discretion provide to Customer a refund of part of the payment Customer has paid to Co.Cards in respect to such Approved Order at such date. Otherwise CoCards shall not be bound to keep the Guaranteed Delivery Date and shall not be liable in any manner whatsoever to Customer for failure or delay whilst so prevented hindered or delayed.
5.2 Delivery of the Goods shall be made by Customer collecting the Goods at Co.Cards premises at any time after Co.Cards has notified Customer that the Goods are ready for collection or, if some other place for delivery is agreed by Co.Cards by Co.Cards delivering the Goods to that place. Where Co.Cards agrees to deliver the Goods otherwise than at Co.Cards premises, Co.Cards shall be under no obligation under s32(2) of the Sale of Goods Act 1979.
5.3 Any dates quoted for delivery of the Goods are approximate only and Co.Cards shall not be liable for any delay in delivery of the Goods however caused. Time for delivery shall not be of the essence of the Accepted Order unless previously agreed by Co.Cards in writing. The Goods may be delivered by Co.Cards in advance of the quoted delivery date on giving reasonable notice to the
5.4 Where the Goods are to be delivered in instalments, each delivery shall constitute a separate contract and failure by Co.Cards to deliver any one or more of the instalments in accordance with these Terms and Conditions or any claim by Customer in respect of any one or more instalments shall not entitle Customer to treat the Accepted Order as a whole as repudiated.
5.5 If Co.Cards fails to deliver the Goods (or any instalment) for any reason other than any cause beyond Co.Cards reasonable control or Customer’s fault, and Co.Cards is accordingly liable to Customer, Co.Cards liability shall be limited to the excess (if any) of the cost to Customer (in the cheapest available market) of similar goods to replace those not delivered over the price of the Goods.
5.6 If Customer fails to take delivery of the Goods or fails to give Co.Cards adequate delivery instructions at the time stated for delivery (otherwise than by reason of any cause beyond Customer’s reasonable control or by reason of Co.Cards fault) then, without limiting any other right or remedy available to Co.Cards, Co.Cards may:
5.6.1 store the Goods until actual delivery and charge Customer for the reasonable costs (including insurance) of storage; or
5.6.2 sell the Goods at the best price readily obtainable and (after deducting all reasonable storage and selling expenses) account to Customer for the excess over the price under the Approved Order or charge Customer for any shortfall below the price under the Approved Order.
6 Risk and property
6.1 Risk of damage to or loss of the Goods shall pass to Customer:
6.1.1 in the case of Goods to be delivered at Co.Cards premises, at the time when Co.Cards notifies Customer that the Goods are available for collection; or
6.1.2 in the case of Goods to be delivered otherwise than at Co.Cards premises, at the time of delivery or, if Customer wrongfully fails to take delivery of the Goods, the time when Co.Cards has tendered delivery of the Goods.
6.2 Notwithstanding delivery and the passing of risk in the Goods, or any other provision of these Terms and Conditions the property in the Goods shall not pass to Customer until Co.Cards has received in cash or cleared funds payment in full of the price of the Goods and all other goods agreed to be sold by Co.Cards to Customer for which payment is then due.
6.3 Until such time as the property in the Goods passes to Customer, Customer shall hold the Goods as Co.Cards fiduciary agent and bailee, and shall keep the Goods separate from those of Customer and third parties and properly stored, protected and identified as C.Cards property, but Customer may resell or use the Goods in the ordinary course of its business.
6.4 Until such time as the property in the Goods passes to Customer (and provided the Goods are still in existence and have not been resold), Co.Cards may at any time require Customer to deliver up the Goods to Co.Cards and, if Customer fails to do so forthwith, enter on any premises of Customer or any third party where the Goods are stored and repossess the Goods.
6.5 Customer shall not be entitled to pledge or in any way charge by way of security for any indebtedness any of the Goods which remain the property of Co.Cards, but if Customer does so all moneys owing by Customer to Co.Cards shall (without limiting any other right or remedy of Co.Cards) forthwith become due and payable.
7 Warranties and liability
7.1 Subject to the following provisions Co.Cards warrants that the Goods will correspond with their specification at the time of delivery and will be free from defects in material and workmanship for a period of 26 weeks from the date of their initial use or 26 weeks from delivery, whichever is the first to expire.
7.2 The above warranty is given by Co.Cards subject to the following conditions:
7.2.1 Co.Cards shall be under no liability where there is not an exact match in colour or texture between Customer’s original colour photograph or transparency and the Goods;
7.2.2 Co.Cards shall be under no liability in respect of any defect in the Goods arising from any photographs, transparencies, drawings, designs or specifications supplied by Customer;
7.2.3 Co.Cards shall be under no liability in respect of any defect arising from fair wear and tear, wilful damage, negligence, abnormal working conditions, failure to follow Co.Cards instructions (whether oral or in writing), misuse or alteration or repair of the Goods without Co.Cards approval;
7.2.4 Co.Cards shall be under no liability under the above warranty (or any other warranty, condition or guarantee) if the total price for the Goods has not been paid by the due date for payment; and
7.2.5 the above warranty does not extend to parts or materials not manufactured by Co.Cards, in respect of which Customer shall only be entitled to the benefit of any such warranty or guarantee as is given by the manufacturer to Co.Cards.
7.3 Subject as expressly provided in these Terms and Conditions, and except where the Goods are sold to a person dealing as a consumer (within the meaning of the Unfair Contract Terms Act 1977), all warranties, conditions or other terms implied by statute or common law are excluded to the fullest extent permitted by law.
7.4 Where the Goods are sold under a consumer transaction (as defined by the Consumer Transactions (Restrictions on Statements) Order 1976) the statutory rights of the Customer are not affected by these Terms and Conditions.
7.5 A claim by Customer 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 Customer) be notified to Co.Cards within three days from the date of delivery or (where the defect or failure was not apparent on reasonable inspection) within a reasonable time after discovery of the defect or failure. If delivery is not refused, and Customer does not notify Co.Cards accordingly, Customer shall not be entitled to reject the Goods and Co.Cards shall have no liability for such defect or failure, and Customer shall be bound to pay the price as if the Goods had been delivered in accordance with the Approved Order.
7.6 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 Co.Cards in accordance with these Terms and Conditions, Co.Cards may replace the Goods (or the part in question) free of charge or, at Co.Cards sole discretion, refund to Customer the price of the Goods (or a proportionate part of the price), in which case Co.Cards shall have no further liability to Customer.
7.7 Except in respect of death or personal injury caused by Co.Cards negligence, or liability for defective products under the Consumer Protection Act 1987, Co.Cards shall not be liable to Customer 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 Approved Order, 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 the negligence of Co.Cards, its 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 Approved Order or at all) or their use or resale by Customer, and the entire liability of Co.Cards under or in connection with the Approved Order shall not exceed the price of the Goods, except as expressly provided in these Terms and Conditions.
7.8 Co.Cards shall not be liable to Customer or be deemed to be in breach of these terms and Conditions by reason of any delay in performing, or any failure to perform, any of Co.Cards obligations in relation to the Goods, if the delay or failure was due to any cause beyond Co.Cards reasonable control. Without limiting the foregoing, the following shall be regarded as causes beyond Co.Cards reasonable control:
7.8.1 Act of God, explosion, flood, tempest, fire or accident;
7.8.2 war or threat of war, sabotage, insurrection, civil disturbance or requisition;
7.8.3 acts, restrictions, regulations, bye laws, prohibitions or measures of any kind on the part of any governmental, parliamentary or local authority;
7.8.4 import or export regulations or embargoes;
7.8.5 strikes, lock outs or other industrial actions or trade disputes (whether involving employees of Co.Cards or of a third party);
7.8.6 difficulties in obtaining raw materials, labour, fuel, parts or machinery;
7.8.7 power failure or breakdown in machinery.
8 Insolvency of Customer
8.1 This clause 8 applies if:
8.1.1 Customer makes a voluntary arrangement with its creditors or (being an individual or firm) becomes bankrupt or (being a company) becomes subject to an administration order or goes into liquidation (otherwise than for the purposes of amalgamation or reconstruction); or
8.1.2 an encumbrancer takes possession, or a receiver is appointed, of any of the property or assets of Customer; or
8.1.3 Customer ceases, or threatens to cease, to carry on business; or
8.1.4 Co.Cards reasonably apprehends that any of the events mentioned above is about to occur in relation to Customer and notifies Customer accordingly.
8.2 If this clause applies then, without limiting any other right or remedy available to Co.Cards, Co.Cards may cancel the Approved Order or suspend any further deliveries under the Approved Order without any liability to Customer, and if the Goods have been delivered but not paid for the price shall become immediately due and payable notwithstanding any previous agreement or arrangement to the contrary.
9.1 Co.Cards shall not be required to produce any Goods which in its opinion is or may be:
9.1.1 detrimental to Co.Cards business;
9.1.2 of an illegal nature; or
9.1.3 of a libellous nature.
9.2 A notice required or permitted to be given by either party to the other under these Terms shall be in writing addressed to that other party at its registered office or principal place of business.
9.3 No waiver by Co.Cards of any breach of the Terms and Conditions by Customer shall be considered as a waiver of any subsequent breach of the same or any other provision.
9.4 If any provision of these Terms and Conditions is held by a court or other competent authority to be invalid or unenforceable in whole or in part the validity of the other provisions of these Terms and
Conditions and the remainder of the provision in question shall not be affected.
9.5 These Terms and Conditions shall be governed by the laws of England, and Customer agrees to submit to the exclusive jurisdiction of the English courts.