Conditions of Sale
The Company undertakes to act in a proper and business like manner at all times, and in accordance with the laws of England, but in so far as dispute may occur with custom made work the following are the Company’s conditions of sale. They attempt to reflect the fair and reasonable basis for trade on which our business has developed.
These Conditions are accepted by the Customer in it’s act of requesting a quotation or placing an Order. Where the Customer’s order conditions are at variance with these Conditions they shall be of no effect and excluded and in no way bind the Company, and at all times the Company’s Conditions shall overrule and prevail, unless expressly agreed in writing.
1. Definitions
In these conditions Lead Generation (UK) Ltd trading as Imgen Manufacturing is referred to as “the Company”, and any individual, company or party to whom the Company may sell or negotiate to sell is referred to as “the Customer”. “Conditions” mean the standard terms and conditions set out in this document. “In writing” shall be deemed to include e-mail.
2. Quotations/Formation of Contract
Quotations are not offers, but invitations to treat. No contract shall result or be binding on the Company until the Customer’s order has been formally accepted either verbally or in writing. A Customer’s order may be rejected by the Company for any reason it chooses, this reason need not be revealed, and no liability on the Company shall result in so doing.
A contract will be deemed to be formed by any order, request or instruction either verbally or in writing and whether accompanied by an order number or not (unless through experience the Company knows an order number is required from a particular Customer) which is accepted by the Company and would reasonably cause the Company to commence production.
The Customer may cancel his order at any time prior to delivery but will be liable for the costs incurred by the Company, including margins, in executing the order to that point.
Where the Customer reserves production time to meet a required delivery date, but then prevents or delays execution by whatever means, the Customer shall be liable for the cost of production time lost. (This will not occur when the Customer places an order to be executed in the normal course of production)
Where a Customer places an order referring to a Quotation number but varies the specification slightly, it is incumbent on the customer to stress and highlight this variation.
3. Price Validity and Variation
The Company may withdraw quotations in writing at any time before the formation of a contract without liability if found to be in error or market conditions alter substantially, but otherwise quotations shall only be valid for 30 days.
4. Design and Specifications
Where goods are made to specifications set out by or accepted by the Customer, it is the Customer’s responsibility to ensure all approvals have been granted before manufacture commences and to satisfy itself that specifications are correct.
The Customer indemnifies the Company against any negligent or faulty design, and against all or any claims for infringement of patent, registered design or trademark or other such rights of third parties including costs and expenses incurred by any such infringements.
5. Samples
Samples are often sent in support of quotations. Such samples, illustrations, drawings etc. are to be regarded as approximate only and not binding the Company in detail unless expressly said to be so in writing.
6. Artwork
All quotations and contracts involving printed work are subject to sight of artwork. Some colour registrations, half tones, vignettes, very fine work and flood solids may be charged extra if printable and the contract may be varied in this respect if artwork is not made available (or discernable in the case of electronic artwork) until after formation of contract. The onus is on the Customer to advise the Company of any such potential difficulties when ordering, otherwise the arising of such charges shall not exonerate the Customer from his obligations under the contract.
Where electronic artwork is supplied the Company reserves the right to require this in an acceptable format and to charge for overcoming any technical difficulties if advised to the Customer in advance.
7. Size and Position
All sizes and positions are subject to tolerance for handset work, normally plus or minus 3mm. All settings and positions will be as adjudged by the Company to give the best effect or result. Where a position of, for example, printed matter or a pocket is crucial, the onus is on the Customer to give instructions and stress accordingly.
8. Manufacturing Quantities
The Company reserves the right to supply unders or overs in accordance with the following percentages, invoice pro rata, and treat the job as complete.
The Company takes the view that unders are the least desirable option, and for any given quantity overs must be produced to allow for possible quality control wastage at each stage. It is a fact of life these overs have to be paid for, it is just a question of whether they are hidden in a global cost, in which case the Customer should ask for exact quantity at the time of quoting, or whether overs (and occasionally unders) are invoiced as delivered. The Company defaults to the latter option subject to the following:
Order quantities up to 100 plus or minus 10%
Order quantities between 101-300 plus or minus 7%
Order quantities between 301-600 plus or minus 4%
Order quantities over 601 plus or minus 3%
(These quantity variations do not apply to pre-paid stocks items)
9. Materials
Materials used may vary from those specified or used previously if supply difficulties dictate, but will be the nearest equivalent from an alternative source of supply.
10. Packaging
All goods are boxed or packed in a manner to facilitate delivery to the Customer. The Customer should be aware however that additional packaging may be required for onward delivery by the Customer particularly if weight is added, by for example adding contents to binders, or if delivery is by outside carrier.
11. Delivery
The Company shall use it’s best endeavours to comply with delivery dates quoted upon which it’s reputation depends, however such dates whether stated at the outset or during production shall only constitute statements of expectation made in good faith and shall not be binding on the Company.
Time of delivery shall not be the essence of the contract unless expressly agreed in writing by the Company on receipt of order. Acceptance of a Customer order stating a required date shall not be binding on the Company unless similarly expressly agreed in writing by the Company on receipt of order.
Even if expressly agreed in writing by the Company on receipt of order, if delivery is delayed by strike, lockout, fire, accident, defective materials or delay in receipt of raw materials or bought in goods beyond the reasonable control of the Company, this shall not give rise to liability against the Company and shall not absolve the Customer from liability to pay the full contract price in the normal way.
Where goods are not delivered by the Company, but by an independent carrier, delivery to the carrier shall be considered delivery to the Customer and the Company’s responsibility to meet a specific date will be considered met if that date should be met by the carrier’s expected performance.
When prices are quoted inclusive of delivery, this assumes delivery to the approximate location of the address of the Customer quoted. Substantial variation to the delivery address may result in extra charges, providing these are made clear to the Customer prior to delivery taking place.
If the Customer fails to take delivery when reasonably expected to do so, the goods shall be invoiced as if delivered. The Customer shall also become liable for the costs of storage and further delivery. Deliveries rerouted by the Customer shall also be charged extra on a time and mileage basis.
12. File Copies
Where requested, file copies will be charged pro rata together with carriage costs if sent separately to the main delivery.
13. Transport
Customers are strongly advised against shipping binders with contents on the rings due to handling shock and vibration which experience shows will cause a percentage of ring failures and the Company will not be liable for this. The correct procedure is to bag or shrink wrap the contents and place loose inside the binder for the end user to place on the rings.
14. Risk and Passing of Property
Risk of damage to or loss of goods supplied shall pass to the Customer at the point of delivery.
Notwithstanding the passing of risk at delivery, the property in the goods shall not pass to the Customer until they are paid for in full.
Nothing in these conditions shall prevent the Customer reselling the goods, but the proceeds of the sale shall be the property of the Company until payment is made.
The Customer may also use, alter or incorporate the goods into another product in the normal course of it’s business, but the property in the goods or the altered goods shall remain in the Company until paid for.
The customer’s power of sale shall immediately cease upon it’s liquidation, administration or bankruptcy whereby the Customer shall immediately place the goods, altered or not, at the Company’s disposal whereby the Company may enter upon the Customer’s or it’s agent’s premises for the purpose of recovering the goods. Where the goods are customised to the extent of being of little or no commercial value to another party, this act shall not exonerate the Customer from it’s liability to pay for the goods.
The Company may maintain an action against the Customer for payment notwithstanding that title in the goods has not passed to the Customer.
15. Faulty Goods/Breach
The Company undertakes to credit in part or in full as appropriate, or replace at it’s option free of charge any goods supplied by it, which are returned to the Company and shown to have been defective upon delivery to the customer.
The Customer shall not be entitled to withhold payment or any part thereof as an insurance against defects being found in future.
The Company shall not be liable for any loss or damage, whether direct, indirect or consequential, incurred by the Customer resulting directly or indirectly from a defect in the goods. The customer assumes responsibility for suitability or fitness for any particular purpose of the contract goods, and any statement made by the Company in this respect is understood to be an informal opinion only and no reliance should be placed on it.
16. Consequential Loss
The Company shall not be liable for the Customer’s consequential loss or damages however caused.
Under no circumstances will the Company’s liability to replace faulty or defective goods exceed the contract price of the goods.
17. Tooling
All tooling, dies and drawings made for or used during the manufacture of goods shall remain the property of the Company whether paid for or not.
18. Storage
Customers are advised PVC is a thermoplastic material subject to loss of condition in heated positions, in direct sunlight or adjacent to a heating source, and becomes brittle and likely to crack or shatter in freezing conditions where much greater care in handling is required.
Persistent variation between extremes of temperature will also cause loss of condition.
The Company may on occasion undertake by agreement the storage of finished goods on the Customer’s behalf in full or in part for future call-off on the basis that invoice be issued for the complete job either on completion of manufacture or when partially manufactured to the flat storage state. It shall be understood that once invoice is issued risk for such stored goods passes to the Customer as if delivery had taken place. The Customer shall therefore have a duty to insure the goods for normal fire, theft and malicious damage risks until such times as the goods leave the Company’s premises. Under such circumstances the goods are not covered by the Company’s insurers.
19. Confidentiality
The Company is not bound to keep any order or Customer confidential and may photograph goods made by the Company for publicity purposes, but shall not be allowed to use any Customer’s name in a way which implies express endorsement or recommendation.
20. Payment Terms
The Company may offer the Customer a credit facility which shall be net 30 days from the end of the month in which the invoice arises, unless specifically extended in writing.
The Company reserves the right not to offer credit facilities, and the right to withdraw credit facilities, without giving any reason, and without incurring any liability to the Customer or thereby releasing the Customer from his obligation to pay for charges which have arisen under a contract.
When any of the Company’s invoices are overdue the Company may suspend performance of any further contract without incurring liability to the Customer. In such circumstances the Customer shall become liable for costs incurred by the Company, including margins, to that point.
The Company shall have the discretion to charge and recover interest from the customer at the rate of 4% above LloydsTSB base rate per annum on the amount of any invoice from the date on which payment is due until the date on which payment is received.