Positive ID Labelling – Terms and Conditions of Sale
These Terms and Conditions govern the supply of goods by Positive ID Labelling pursuant to website orders and orders placed in person, by telephone, post, facsimile or e-mail. Defined terms are capitalised and definitions appear at the end of this document.
By submitting Your order to Us, you formally defer any Terms and Conditions otherwise imposed (in your normal course of business) on Your Suppliers such that the Terms and Conditions set out herein supersede all others between You and Us exclusively unless otherwise agreed. When you do not secure formal written acceptance of Your Terms and Conditions from Us prior to ordering, You acknowledge the primacy of Our Terms and Conditions.
1. Contract Process
a. You form a binding production contract where You submit Your Order to Us:
i. On our Websites
ii. by e-mailing Your Order direct to Us at firstname.lastname@example.org (or any other email address belonging to the company)
iii. in person
iv. over the phone
v. by fax machine
b. You will be notified separately if the Goods are unavailable or if Your Order cannot be fulfilled for any other reason.
ii. If at any time you wish to alter the details of your Order, please contact email@example.com or your sales manager to arrange changes. You will not be able to alter the details of the Order once the Order has been placed in Production.
c. Where You request artwork, a binding artwork contract is formed upon requesting Us to prepare that artwork and as defined in Paragraph 8.
i. Production of your order cannot proceed until you have approved the artwork associated with your order.
d. All Goods associated with all Orders are subject to our Retention of Title terms.
2. Obligation to Supply
a. We are only liable to supply You with those Goods which:
i. You describe accurately in your Order; and
ii. are in stock at the time of receipt of Your Order; or
iii. can be manufactured by us at the time of receipt of Your Order
b. Where You do not or are unable to accurately describe the Goods, You authorise us to use Our reasonable judgement to supply the correct Goods based on Your explanation of the goods intended use or working environment but You shall not rely on Our skill or judgment in selecting the Goods.
c. We will accept the return of the Goods to Us and issue You a credit invoice only if the Goods delivered do not match the description given in Your Order.
d. We do not warrant goods if their specification (as ordered by You) fails to meet the standards required for them to perform adequately in their working environment.
e. Hardware Sales:
i. We accept the return of faulty hardware within 30 days of receipt by You in their original packaging fit for resale.
ii. We will pay the return carriage for faulty Goods.
iii. If We find returned Goods are not found to be faulty, You will be invoiced for carriage and return carriage. We will not return the Goods until the additional carriage charges are paid in full.
iv. We do not accept the return of Goods for any reason other than them being faulty, without Agreement.
v. In the event of accepting the return of non-faulty Goods, all returned Goods must be returned at Your cost, in their original packaging and fit for resale.
vi. The return of non-faulty Goods is subject to a restocking fee of 20% or £50, whichever is the greater value. This will be deducted from any refund paid by Us to You.
vii. All refunds will be credited to the Bank Account, Debit Card, Credit Card or Payee from which the original payment was received. The company will not give cash refunds.
f. We do not warrant goods if the specification (provided by you) fails to meet the standards required for them to perform adequately in their working environment.
a. In keeping with standard print industry practices, You accept “over runs” or “under runs” that do not exceed 10% of the quantity ordered on all jobs.
i. We will bill for actual quantity delivered within this tolerance.
ii. If You require a guaranteed quantity, the percentage of tolerance must be stated at the time of quotation.
b. We will dispatch the Goods to an address in the United Kingdom during normal business hours within 28 days of the date of receipt of your confirmation of artwork.
c. Agreement for delivery of the Goods prior to the 28 days after confirmation of artwork can only be authorized by the Managing Director and Production Manager jointly and in writing.
d. In either case, We will, unless otherwise agreed, dispatch the Goods by standard post and or Courier and charge You our standard handling charge which is subject to VAT.
e. If You request delivery by any other method We will advise You of our handling charge.
f. We reserve the right to deliver goods in multiple packages which may be delivered on different days and/or by different delivery methods.
g. Where We cannot deliver, whether due to a Force Majeure Event or otherwise, in accordance with the timescales envisaged at 3(a) and 3(b) above, We will advise You and give You a revised delivery date. We may make a partial delivery of your Order where not all items are available.
h. We will arrange the return of the Goods and issue You a credit invoice where We are responsible, and You have been charged, for a duplicated delivery.
i. We may refuse to accept the return of any duplicate Order or to issue You a credit invoice where, in our reasonable opinion, the Goods were delivered in accordance with a valid Order. In those circumstances, unless we agree otherwise, You will remain liable to pay Us the Price together with the delivery fee and any other applicable taxes or duties in accordance with clause 7.
j. Where We do accept the return of duplicated Goods delivered in accordance with a valid Order, We reserve the right to apply an administration charge of 20% of the total value of the Order or £50, whichever is the greater.
4. Damage or Loss in Transit
a. We will replace at no extra cost to You any Goods (including Goods despatched under a Standing Order or a Subscription) damaged on or before delivery, provided that You notify Us of the damage by telephone or in writing as soon as is reasonably possible after receipt of the Goods.
b. Subject to clause 4(a) above, We will replace at no extra cost to You, any Goods which in Our reasonable opinion have been lost in transit provided that You notify us by telephone or in writing if the Goods fail to arrive within 28 days after the last anticipated delivery date.
c. Where Goods are despatched to You direct from Positive ID labelling, the Positive ID Labelling policy as regards all claims for items damaged or lost in transit shall apply.
5. Ownership of the Goods
a. The risk in the goods shall pass from Us to You upon delivery of such goods to You.
b. However, notwithstanding delivery 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 all goods delivered to You under this and all other contracts between Us and You for which payment of the full price of the goods thereunder has not been paid.
c. Payment of the full price of the goods shall include the amount of any interest or other sum payable under the terms of this and all other contracts between Us and You under which the goods were delivered.
d. Acceptance of the Goods Constitutes Agreement with the Retention of Title Terms.
e. Until ownership of the Goods has passed to You:
i. You are responsible for taking all necessary steps to prevent damage, loss or harm to the Goods and you shall insure the Goods at Your expense and for Our benefit; and
ii. You will hold the Goods as bailee and will resell them on Our behalf as Our agent only if we instruct you to do so.
f. If You become insolvent before We have received full payment for the Goods, We may at Our discretion take the Goods back at Your expense. You agree to:
i. Secure the Goods and store them separately from other goods ensuring they are clearly identified as Our property; and
ii. You will immediately inventorise the Goods and supply Us with a copy of the inventory; and
iii. Grant Us access the Company’s premises at a time to be arranged, to inspect the Stock and make arrangements for its removal
I. Printed and Self Adhesive Goods
a. Subject to clause 6(b), We warrant that the Goods are of a satisfactory quality and meet the specification set by You at the time of Your Order. We do not give any other warranties in respect of the Goods, their condition or delivery, and any warranties implied by statute are excluded to the fullest extent permissible under law.
b. We do not offer any warranties as to the accuracy or completeness of the information contained in any of the Goods.
c. You waive any right to claim against Us for any shortcomings of a product You have specified. You waive any right to claim against Us for any shortcomings of a product where We have specified goods consequent to Paragraph 2b of these Terms and Conditions.
d. 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.
e. 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.
f. These Terms and Conditions do not affect any statutory rights You may have.
g. If you believe that the Goods are not of satisfactory quality, You may dispute your Invoice, within 7 days of delivery, by notifying Us in writing stating the reason for Your dissatisfaction. If we authorise return of the Goods and they are returned to Us in their original condition and at Your expense, We will promptly replace them or refund the Price of such Goods.
II. Print Quality
We print to “Commercial Match” colour standards subject to the terms below. The accuracy of the colour match will depend upon the tolerance that is specified in the work. We do not guarantee any work to be an exact match due to the variables that can affect colour accuracy.
a. Print colour accuracy on flexographic produced work
i. All work agreed in the Design Confirmation with the Pantone Colour System (PMS) or sample swatch will be guaranteed to a Commercial Match.
ii. All work agreed in the Design Confirmation where no colour is specified will be completed exclusively to Our best judgment as an accurate match.
iii. We do not accept any colour reference other than sample swatch or PMS for colour matching unless expressly agreed in writing (or email) before production.
b. Print colour accuracy on digitally produced work
i. We may agree to produce work to PMS or to a colour swatch only upon agreement and subject to a fee. Unless expressly agreed, we do not offer a colour matching service for digitally produced work.
ii. Colour matching (to Commercial Match of PMS or sample swatch) is charged at a standard rate of £100 per colour.
iii. We accept PMS or colour swatch samples for colour matching where agreed. We do not accept any other colour reference system for colour matching purposes.
iv. Colours that are not set to PMS nor subject to colour matching service will be produced to the settings, configuration and calibration of the digital press at the time of printing.
v. Digitally produced work will be subject to variation between orders in the absence of colour matching within the specification unless additional fee-based colour matching is agreed.
c. Print Quality
i. We guarantee to print works with adequate saturation to produce the images agreed in the Design Confirmation
ii. A tolerance of up to 1% of products may fall under the threshold without recourse.
iii. Where more than 1% of a product falls under this threshold, a proportional credit note will be given for any goods returned that are deemed inadequate.
i. We guarantee materials to meet specification
ii. Any product materials that fail to meet the specification may be credited proportionately upon return of the faulty goods.
i. We guarantee barcodes to be adequate to the standard specified in the Design Confirmation.
ii. You accept full responsibility where You have not checked the standard required or notified Us for barcode readability standards in the event that barcodes are not fit for purpose.
iii. Where You agree artwork (by Design Confirmation) that causes poor quality reads on barcodes due to the design agreed, You accept full responsibility for the error.
a. All new hardware is warranted for 12 months to be of satisfactory quality and fit for purpose.
b. All re-conditioned (2nd user) hardware is warranted for 3 months to be of satisfactory quality and fit for purpose.
c. Hardware warranty is subject to fair wear and tear. Damage caused by misuse of equipment is not warranted in any way.
d. Hardware consumables (e.g. Thermal Transfer Ribbons, Ink Rollers) are exempt from warranty unless specified within Your Order. Specifically, Direct Thermal Print Heads are warranted for 12 months or 26km use, whichever comes first.
a. All invoices are issued pursuant to the Late Payment of Commercial Debts (Interest) Act 1998
b. You shall pay Our invoice for the Price of the Goods in accordance with the terms prescribed in Our invoice unless Our Managing Director or Credit Controller has agreed otherwise in writing.
c. If You do not pay any sums due hereunder by the due date for payment, We may charge a
i. £40 administrative surcharge for debts up to £999.99
ii. £70 administrative surcharge for debts up to £9999.99 and
iii. £100 administrative surcharge for debts exceeding £9999.99 and
iv. In all cases charge interest on any outstanding amount at the rate of 2% per month above the base rate of the Bank of England from the due date for payment to the date payment is made.
d. All payments shall be made in Great British Pounds (£s) sterling.
e. Cheques should be made payable to PID Labelling
f. You are responsible for paying any bank or transmission charge in addition to the Price.
8. Intellectual Property Rights
a. You will not do, or permit to be done, anything that may detrimentally affect Our copyright, trade marks or any other intellectual property rights in the Goods.
b. All artwork prepared for You by Us to fulfil your Order, irrespective of format, remains the property of Us unless express consent to transfer copyright ownership is given in writing by Us.
c. Unless otherwise specified in writing, any artwork completed by Us (or our third party contractors) for You to fulfil your Order is chargeable in the event that:
i. you do not to proceed with the Order; or
ii. if artwork requires more than 1 hour labour
d. Unless otherwise specified, artwork shall be charged at £45 per hour or part thereof and will be identified on the Artwork Proofs We provide (or conveyed elsewhere at Our discretion) unless designated as the “Nil Order Value”.
e. You may not transfer any artwork prepared by Us to any other party without Our consent in writing.
9. Cancellation of Order
a. You may cancel your order
i. at any stage before the Goods have been placed in our order processing system
ii. where we have failed to deliver Goods described within the time limits set out in these Terms and Conditions
b. We reserve the right to cancel your order
i. at any stage before being placed in Production.
ii. If we find that we are unable to make the product to the specification required.
iii. If we find that the production cost of the product becomes uneconomic.
iv. where we have failed to deliver Goods described within the time limits set out in these Terms and Conditions.
10. Waiver & Severability
a. Our failure to exercise or delay in exercising any of Our rights or remedies under these Terms and Conditions does not constitute a waiver of such rights or remedies.
b. If any provision of these Terms and Conditions is found by a court or administrative body of competent jurisdiction to be invalid or unenforceable, it shall not affect the other provisions of these Terms and Conditions which shall remain in full force and effect.
a. Apart from Orders placed pursuant to clause 1 above, any notices, request or other communication required under these Terms and Conditions shall be in writing, and may be delivered by post or facsimile.
b. Notices will be deemed to be delivered within 48 hours of posting where they are delivered by ordinary first class mail to an address within the UK and within five working days of posting where there are delivered by air mail to an address outside of the UK or,
c. where they are sent by fax, on receipt of a successful facsimile transmission report
d. where they are sent by email, on transmission of said email
e. Notices shall be delivered to Us at the address set out in these Terms and Conditions and to You at the address to which the invoice is sent or such other address as either party notifies from time to time.
a. These Terms and Conditions are the only terms which apply to this Contract. Any variation to these Terms and Conditions is valid only if it is agreed in writing by Our Managing Director, Head of Sales or Our Credit Controller.
b. These Terms and Conditions are subject to variation from time to time such variation not to be applied or enforced retrospectively.
a. The headings used in these Terms and Conditions are for guidance only and shall not affect the interpretation of these Terms and Conditions.
14. Governing Law and Language
a. These Terms and Conditions shall be governed by English Law and shall be subject to the non-exclusive jurisdiction of the English courts.
b. These Terms and Conditions are written in the English language and all notices and communications shall be in the English language. In the event that these Terms and Conditions are translated into another language, the English language text shall prevail.
In these and any other terms and conditions included in the Contract, the expressions listed below shall have the following meanings:
“Contract” means the agreement between Us and You, which includes these Terms and Conditions, made by Our acceptance of your Order.
“Customer, (You, Your)” means whoever places the Order for the Goods with Us.
“Commercial Match” means a colour within a few shades or hues of the desired colour that does not affect the overall visual effect of the design. Normally within 2% of the colourspace.
“Consumer” means any Customer who is a natural person acting for purposes which are outside his business.
“Production” means the process producing your Order which includes the administrative tasks associated with the timely management of your Order.
“Effective Start Date” means the date of delivery of the first item of the Goods under a Subscription or Standing Order.
“Force Majeure Event” means any circumstances beyond Our reasonable control, including (but not limited to) accidents, flood, fire, natural disasters, industrial disputes, as a result of which the Goods are unavailable.
“Goods” means any items offered for sale by Us and requested by You in the Order.
“Order” means Your request to purchase any Goods. This includes Standing Orders and/or Subscriptions.
“Price” means that amount quoted in Our current price list from time to time plus delivery costs and any applicable Value Added Tax or other taxes or duties.
“Seller (We, Us, Our)” means LM Blasting Ltd trading as Positive ID Labelling a company registered in England under number 2178668 and whose registered office is at Cofton House, 1 Trent Lane, Kings Newton, Melbourne, Derby DE73 8BT, and its authorised representatives and assignees. Our VAT registration number is 507776913 and our email address is firstname.lastname@example.org
“Standing Order” means Your Order for any Goods during the Term and fitting the description submitted to Us by You in the Order.
“Subscription” means Your Order for specific Goods to be provided periodically during the Term.
“Term” means the period of 12 calendar months commencing on the date of the first delivery of the whole or any part of the Goods or any subsequent anniversary thereof.
“Website” means Our website to be found at www.pid-labelling.co.uk or www.positiveidlabelling.co.uk