Copyright @ Just Envelopes 2014 All rights reserved
Terms and Conditions
1. BASIS OF CONTRACT
The following terms and conditions (the "Conditions") shall (unless expressly varied in writing and accepted by Just Envelopes (UK) Limited (the "Seller") apply to any contract of sale entered into between the Seller and a customer of the Seller (the "Buyer") and shall form part of all such contracts (the "Contract") for the sale or provision of goods and/or services (the "Goods") by the Seller and shall prevail over any inconsistent terms of conditions contained in or referred to in any order or correspondence of the Buyer and all Conditions contrary to these Conditions are hereby excluded.
2. QUOTATIONS, ORDERS, SPECIFICATIONS AND PERFORMANCE
2.1 Printing instructions and ink colours must be agreed with the Seller prior to the acceptance of an order.
2.2 A Contract between the Seller and the Buyer will be created only by the Seller's acceptance of the Buyer's order, each order constituting a separate Contract, but the application of these Conditions to a Contract shall constitute notice to the Buyer of the applicability to all future orders which are accepted.
2.3 Quotations by the Seller shall not constitute offers to the Buyer.
2.4 The Buyer shall be responsible to the Seller for ensuring the accuracy of the terms of any order (including specification) submitted by the Buyer, and for giving the Seller all necessary information relating to the goods within a sufficient time to enable the Seller to perform the Contract. The Seller shall be under no obligation to commence production or to take into stock any of the Goods until full, confirmed specifications are delivered to the Seller by the Buyer, subject to such amendment, clarification, addition and deletion as is contained in the Seller's acceptance and subject to such variation, improvements and modifications as the Seller shall decide to be to the benefit of the Buyer or as is accepted in general trade.
2.5 No order which has been accepted by the Seller, may be cancelled by the Buyer except with the agreement in writing of the Seller and on terms that the Buyer shall indemnify the Seller in full against all loss and expense.
2.6 The seller may alter any particular specification of the Goods being sold, prior to delivery, without notice to the Buyer so long as the Goods eventually delivered are similar to, but not identical to, the Goods ordered in form, appearance, function and quantity.
2.7 Finished quantities of all bespoke envelopes can only be guaranteed within a tolerance of plus or minus 10% as is standard throughout the trade.
2.8 The quantities of any consignment of goods delivered under this contract shall be as specified by Seller upon dispatch from Seller's factory or warehouse and shall be accepted by the Buyer as conclusive evidence of the quantity so delivered.
2.9 There is no minimum order, although certain orders may be subject to a handling charge.
3. CREATIVE WORK / CUSTOMERS REQUIREMENTS
3.1 Where any creative work is carried out the sketches, wording, samples, models, blank shapes and all preparatory and technical work shall remain the property of the Seller and shall not be used without its permission.
3.2 Copy: A charge may be made to cover any additional work involved where copy supplied is not clear and legible. Alterations from original copy including alterations in style construction or otherwise will be charged extra.
3.3 Proofs of work may be submitted for Buyer's approval and no responsibility will be accepted for any errors, which are not corrected by him and brought to the Seller's attention.
3.4 Bar Codes: The Seller takes reasonable care to ensure the accuracy of the required bar code. Products containing errors in their bar code will be replaced at the Seller's discretion. Any such replacement shall constitute the full extent of the Seller's liability for any loss or damage sustained by the Buyer as a result of an error in the bar code and the Seller shall not be liable for any consequential economic or direct loss suffered by the Buyer arising from such an error.
3.5 Legal Material: The Buyer shall be responsible for any infringement with regard to copyright, design, trademark, model, utility, patent or other intellectual property right in any country and for any infringement of any other rights or for breach of any law, without exception, when such an infringement or breach is due to the Seller having followed the design or instructions furnished by the Buyer, or having printed, on the goods, any matter on the instructions of the Buyer. The Buyer shall be liable for and shall indemnify the Seller against all loss, damages and expenses suffered or incurred by the Seller as a result of any such infringement or breach. In case any dispute and/or claim arises in connection with the above infringement or breach, the Seller reserves the right to cancel the Contract and to hold the Buyer responsible for any loss caused thereby to the Seller.
3.6 Nothing herein contained shall be construed as transferring any patent, utility, model, trademark, design or copyright in the Goods or in any product that the Goods can produce and all such rights are expressly reserved to the Seller.
3.7 All information concerning weights and dimensions, drawings, explanations, descriptions and illustrations submitted by the Seller are to be considered as approximate only and are not binding.
4. DELIVERY / SUPPLY
4.1 Where contracts provide for a single delivery Goods shall be delivered and accepted at the address stated in the Buyer's Order as soon as ready.
4.2 Where contracts provide for deferred deliveries such deliveries shall be accepted on or before such date as shall be either three months after the date of the specified date for the first delivery or three months after any requested date of availability for delivery whichever shall be the earlier or as soon after such earlier date as the Goods may be ready for delivery. In the event of the Buyer failing to accept delivery: (i) the balance of the Goods remaining undelivered shall be invoiced; (ii) payment for such balance shall immediately thereupon become due; (iii) Condition 3 shall apply as if references to delivery were references to payment becoming due; (iv) storage costs will be charged to the Buyer's account and (v) the goods will be held at Buyer's risk; (vi) the Seller may sell the Goods at the best price readily obtainable
4.3 Each delivery shall constitute a separate contract and any failure or defect in any one delivery shall not vitiate the contract as to the remaining deliveries.
4.4 Should work be suspended at the request of or delayed through any default of the Buyer for a period of 30 days the Seller shall then be entitled to payment for work already carried out, materials specially ordered and other additional costs including storage.
4.5 While every effort will be made by the Seller to effect delivery in accordance
with any pre-
4.6 Goods supplied by Just Envelopes (UK) Ltd do not become the customer’s property until payment is received in full. Until that point title to all goods remains with Just Envelopes (UK) Ltd.
4.7 We will only accept the return of any goods by prior arrangement and only within 14 days of the invoice date. All goods must be in a resalable condition and are subject to a 15% handling charge.
4.8 If the Buyer becomes bankrupt or enters into an arrangement with his creditors or if execution is levied against him or (if a company) an order is made or a resolution is passed for a winding up of the Buyer or if a receiver is appointed over the property of the Buyer of if an examiner or administrator is appointed to the Buyer or if the Buyer becomes insolvent or the Buyer is in breach of any Contract with the Seller, or if the Seller is of the opinion that any such event or any other event which could have a material adverse effect on the business of the Buyer is likely to occur or has occurred, the Seller may stop any Goods in transit and suspend further deliveries and may terminate any Contract with the Buyer without prejudice to any existing claim.
5. CLAIMS/LIABILITY
5.1 Complaints or claims will only be considered if notice thereof is lodged by the Buyer with the Seller within 72 hrs of receipt of goods by him, or if related to the transport of the goods lodged with the Seller and with the carrier within such time (not being more than three days) as will enable the Seller to comply with the time limit and procedure of the carriers by whom the goods were transported. If
the Buyer shall fail to give such notice, or if having given such notice the Buyer shall deal with the goods as owner or take any other action inconsistent with such rejection of goods, the goods shall be deemed to be in all respects in accordance with the contract and the Buyer shall be deemed to have accepted and be bound to pay for the same. The return of goods will not be accepted unless the Seller or his representatives shall first have had the opportunity of examining the same.
5.2 Notwithstanding any of the provisions hereof the Seller's liability in respect of any Goods supplied to the Buyer proved to be defective shall be limited to giving to the Buyer a reasonable credit or allowance in respect of such defective Goods (which credit or allowance shall not exceed an amount equal to the price paid for such defective goods) or, at the Seller's option, to replace such Goods at such address as the Buyer and the Seller may mutually agree.
5.3 In no case shall the Seller be liable for any adverse effects resulting from application to the Goods of any process, operation or treatment unless specifically recommended or agreed in writing by the Seller: or any expenditure incurred by the Buyer in respect of Goods alleged to be defective: or any loss of profit or any consequential or indirect loss or damage of any kind to the Buyer or to any person to whom Goods were supplied by the Buyer or to any employee, agent, licensee, invitee or customer of the Buyer howsoever caused.
5.4 No condition is made or to be implied nor is any warranty to be given or implied
as to the life or wear of any of the Goods supplied or that they shall be suitable
for any particular purpose or for use under any specific conditions and any such
term, condition or warranty implied under statute or otherwise, whether as to quality,
merchantability, fitness for any purpose, correspondence with any description or
sample, is hereby excluded, save where the Buyer deals as a "Consumer" as defined
by Sub-
6. PAYMENT TERMS
6.1 All prices are strictly net unless otherwise quoted. The price of the Goods shall be the price quoted by the Seller or (if different) stated or confirmed in the Seller's acceptance of the Buyer's order.
6.2 Where goods have been supplied on credit, the whole of the price (together with any value added tax payable thereon) is due and payable on the 20th of the month following month of delivery or invoice.
6.3 The Seller shall be entitled to invoice the Buyer for the price of the Goods on or at any time after delivery of the Goods in accordance with Paragraph 5.
6.4 The Buyer shall pay the price of the Goods on receipt of the Seller's invoice
without any set-
6.5 In the event of the late payment interest at the annual rate of 3% over Bank of England Minimum Lending Rate will be payable on the total price from the date of delivery up to the actual payment.
6.6 At any time and while any payment is still outstanding or if the Buyer fails
to make any payment on the due date referred to in sub-
6.7 Where contracts involve more than one delivery and payment of any one delivery is not received within 3 months of delivery then the Seller shall if he so wishes be entitled to treat the contract as repudiated and claim damages.
7.7 The Seller shall be entitled to make a reasonable charge for the storage of any Buyer's property left with the Seller before receipt of the order or after notification to the Buyer of completion of the work.
8. ARTWORK PRODUCTION
7. RISK & PROPERTY
7.1 All property in and title to the Goods shall remain with the Seller until such time as all sums owing to the Seller in respect of the Goods have been paid to the Seller.
7.2 The authority hereby granted to the Buyer to pass property in the Goods shall
not extend to any sale of the Goods in the course of a sale of the entire or substantially
the entire of the Buyer's business or undertaking or pursuant to a sale of the Buyer's
stock-
7.3 On the happening of any of the events set out in paragraph 4.8 the authority of the Buyer to sell the Goods shall be deemed withdrawn. All the Goods the property of the Seller shall be immediately delivered to the Seller or (at the Seller's option) the Seller by its servants or agents shall have the right during business hours to enter with or without recourse to law on the lands or buildings of the Buyer to take possession of the Goods (and the costs to the Seller of so taking possession of the Goods and transporting them to its premises shall be due by the Buyer).
7.4 Notwithstanding the foregoing the Goods shall be at the risk of the Buyer from the time of delivery in accordance with paragraph 4.
7.5 The Buyer shall store Goods held by the Buyer in such manner that they are clearly
identifiable as the property of the Seller and shall maintain adequate insurance
in respect of any of the Goods for which the Buyer has not paid the Seller while
such Goods are stored on the Buyer's premises or are otherwise in the possession
or under the control of the Buyer and in the event of a re-
7.6 Buyer's property when supplied will be held at Buyer's risk.
8.1 All artwork created by the seller shall remain the property of the seller unless a separate charge is made for it.
8.2 Metal, film, glass and other materials owned by the Seller and used by him in
the production of type, plates, moulds, stereotypes, electrotypes, film-
8.3 Type may be distributed and lithographic, photogravure or other work effaced immediately after the order is executed unless written arrangements are made to the contrary. In the latter event rent may be charged.
9. MATERIALS SUPPLIED BY THE BUYER
9.1 The Seller may reject any paper, plates or other materials supplied or specified by the Buyer which appear to him to be unsuitable. Additional costs incurred if materials are found to be unsuitable during production may be charged except that if the whole or any part of such additional costs could have been avoided but for unreasonable delay by the Seller in ascertaining the unsuitability of the materials then that amount shall not be charged to the Buyer. Where materials are so supplied or specified, the Seller will take every care to secure the best results, but responsibility will not be accepted for imperfect work caused by defects in or unsuitability of materials so supplied or specified.
10. FORCE MAJEURE
The Seller shall be under no liability if he shall be unable to carry out any provision of the contract for any reason beyond his control.
9.2 Quantities of materials supplied shall be adequate to cover normal spoilage.