DEFINITIONS
contract: The contract formed based on these terms and conditions as detailed in Section 4.
you / your / buyer: The persons or organisation by whom the order is given to us.
us / we / seller: Ashley L Emmott t/a Cardaxis™.
goods / product(s): Any products and services that we supply.
order: your order or request for goods submitted by email, phone or on our website.
1. THIS AGREEMENT
This document sets out the terms and conditions on which we supply all goods; it overrides any other agreement referred to by the buyer in any order, correspondence or in any other way. We reserve the right to make changes to this document at any time and without prior notice.
If any part of these terms and conditions are deemed to be invalid, unlawful or unenforceable by any competent authority, only the relevant terms or conditions will be affected and the remainder of the contract will be valid to the fullest extent permitted by law.
These terms and conditions are not intended for the sale of goods to consumers as defined in the Consumer Rights Act 2015.
The titles and headings used in these terms and conditions are for convenience and have no effect on their interpretation.
2. ABOUT YOU
By placing an order with us you warrant that you are an operating business; are legally capable of entering into binding contracts; and have the necessary authority enter into the contract on behalf of the business you represent.
3. GDPR
We are a data controller. How we collect, store and process data is set out in our privacy policy. It is your responsibility to obtain consent from individuals to share their personal data with us. You must update us if consent is withdrawn by a data subject so we can remove all relating data from our systems.
4. THE CONTRACT
Your order constitutes a contractual offer to buy goods from us and is subject to our written acceptance. A legally binding contract is formed between us and you when we send you a written acceptance of your order which will contain full details and prices of the products ordered.
You can place an order with us by email, telephone or online. You can register an account on our website to place an order, in which case it is your responsibility to maintain the confidentiality of your account and password. You accept full responsibility for all activities that take place under your account.
The contract cannot be varied or cancelled by you once it has been formed. We reserve the right to vary or cancel the contract at any time and without prior notice.
5. DESIGN and ARTWORK
When you order our design service for personalised products, we will create the designs using the materials and instructions you supply to us. You will receive digital samples of the design and can submit requests for us to make changes to it. When you approve the design, we will proceed to printing your order.
You must check that all product samples are to your satisfaction before approving them for print reproduction.
You must ensure the materials you supply to us are suitable and satisfactory for print reproduction.
You transfer all materials to us at your own risk and must keep copies of the materials and designs we create for you. We are not liable for the loss or damage of any of your materials or designs.
Products cannot be changed or cancelled after you approve them. We are not liable for errors in any proofs, samples or printed products that you subsequently discover after approving them, or in materials you supply to us for print.
You must send your print requirements to us within 6 months of placing your order, otherwise your order will be treated as cancelled and we reserve the right to retain any amount paid to us.
6. PRODUCT VARIATION
All images of goods provided by us are for illustrative purposes only. You accept that variations in the appearance and specification of goods are inherent within the printing process; the appearance of goods will vary from the images you see on your screen during the order process. For the avoidance of doubt, product proofs and samples do not constitute a sale by sample.
We reserve the right to modify the specification of goods, or to withdraw them from sale without notice.
7. AVAILABILITY and DELIVERY
We usually dispatch orders within 2 days of acceptance using Royal Mail services. Stated delivery dates are estimates only and time is not of the essence. We are not liable for late deliveries or for any consequential damage arising therefrom.
If the products you order are not in stock or are partially in stock, we will contact you to ask if you would prefer (a) for us to deliver the products in instalments as they become available, or (b) to wait and receive the entire delivery when all products become available, or (c) a refund or credit applied to your account to the value of the products that are not in stock.
When we supply goods in instalments, each delivery constitutes a separate contract and may incur separate delivery charges. Our failure to deliver any instalments will not affect the contract as a whole and it will remain valid.
Signed for deliveries are deemed complete when goods have been signed for at the delivery address and non-signed for deliveries are deemed complete if not reported missing within 7 days of dispatch.
If you refuse or fail to take delivery of goods all risk of loss or damage to the goods will pass to you and; without prejudice to any other remedies we will become entitled to immediate payment in full for the goods supplied plus carriage; and you will be liable to pay any costs incurred due to your refusal or failure to take delivery.
If delivery is delayed or fails due to your failure to provide sufficient delivery details, delivery will be treated as failed or refused and the relevant terms will apply.
8. NON-DELIVERY
Non-delivery of goods must be reported to us by email within 7 days of dispatch. We will investigate reports of non-delivery and if goods cannot be successfully delivered to you within a reasonable time, we will provide replacements.
9. GOODS SUPPLIED IN INSTALMENTS
You can pay an upfront sum for goods which we will supply to you in instalments. We also refer to this arrangement as goods supplied on a call-off agreement. All goods supplied on this basis are subject to the terms and conditions set out in this document.
We will issue an invoice for the upfront sum which will also detail the goods that are to be supplied in instalments; the value of goods supplied in each instalment will be deducted from the upfront sum paid until the sum reaches zero or until expiry. You must not pay for more goods than you will need within the next 12 months. Call-off agreements expire and end 12 months from the invoice date and any unused sum is non-refundable and non-transferable.
10. OWNERSHIP, RISK and TITLE
You assume all risk in the goods from the time of delivery. Ownership of the goods will pass to you on delivery providing you have paid for them in full.
If goods are delivered to you before payment is received, you will possess the goods on a fiduciary basis and the goods will remain our property until you have paid for them in full. Whilst you possess goods on a fiduciary basis you will maintain the goods in a condition that is satisfactory to us and you will retain the goods at no cost to us.
11. QUANTITIES
We will endeavour to deliver the correct quantity of goods, however, you acknowledge that variations in respect of quantities are inherent within the printing industry. Our liability in respect of shortages is as follows:
12. PRICES
Prices are as quoted on our website and written quotes, except in cases of error. If we discover a pricing error in your order, we will offer you the option of purchasing the goods at the correct price or cancelling your order.
Any work you instruct us to undertake is chargeable, including but not limited to producing artwork, proofs and samples.
We reserve the right to alter our current prices at any time without prior notice.
Orders placed outside of the UK may be subject to import duties and taxes. We are not liable for any duties, fees or additional charges for customs and clearance levied by the importing country at the time the delivery arrives in your country.
13. PAYMENT
Payment is required in advance or within the timeframe set out in the invoice we issue to you. You agree to make payment against all issued invoices in full and without deduction for any reason. Payments will be deemed as received when we are in receipt of cleared funds and they are non-refundable.
In the event of non-payment of an invoice we may cancel your orders, suspend further deliveries to you, and charge interest on the overdue sum at the rate of 8% per annum above the Bank of England base lending rate. Interest will accrue on a daily basis from the due date for payment until the actual date the overdue sum is paid, whether before or after judgement.
In the case of invoice disputes, you must inform us of the grounds of the dispute within 7 days of the invoice date and you must pay the total value of the invoice less the disputed amount; on settlement of the dispute, any sum outstanding will be payable in accordance with these terms.
14. REPLACEMENTS and DEFECTIVE GOODS
If goods reach you in a defective condition you must inform us within 7 days of delivery. We may ask you to return the goods to us for examination and if goods are found to be defective we will provide replacements.
We may accept the return of non-defective goods which are returned at your cost in a resalable condition. Whether goods are considered resalable is at our discretion. You must ensure returned goods are properly insured. We are not responsible for returned goods that are lost or damaged in transit.
We are not liable to provide a remedy for defective goods if the total price for the goods has not been paid by the payment due date. We are not responsible for ensuring the goods we supply are suitable for your purposes.
Our liability in respect of misprints (products printed with flaws) are as follows:
15. INTELLECTUAL PROPERTY
Our website and all intellectual property therein is owned by or licensed to us. You may use our site and samples to place an order with us, but such use will not transfer ownership of any part of our website or our intellectual property rights to you.
All artwork we create at your request remains our intellectual property until you have paid for it in full. We reserve the exclusive right to copy, print or publish any artwork which we create.
16. OUR LIABILITY
These terms and conditions do not seek to limit or exclude our liability in respect of death or personal injury caused by our negligence; for fraud or fraudulent misrepresentation; or any other matter which cannot be lawfully excluded or limited.
Subject to these terms and conditions, our liability in connection to any goods we supply is strictly limited to the purchase price of the goods, including delivery costs.
Whether caused by our negligence, or by breach of contract or of duty, we exclude all liability; or for any direct loss of income or revenue, loss of business, loss of profits or contracts, loss of anticipated savings, loss of data, waste of management or office time; or for any indirect or consequential loss or damage of any kind however arising, even if foreseeable.
Any representation, condition or warranty which might be implied or incorporated into these terms and conditions by statute or otherwise is excluded to the fullest extent permitted by law.
17. COMMUNICATIONS
When you use our website, you accept that communication with us will be by electronic means or by telephone or mail in accordance with our privacy policy. You are fully responsible for maintaining copies of communications and materials. We will not be liable to you for any loss, corruption or damage to your communications and / or materials.
18. TRANSFER of RIGHTS and OBLIGATIONS
These terms and conditions are binding on you and us and on our respective successors. You may not transfer, assign, charge or otherwise dispose of the Contract or any of your rights or obligations arising under it without our prior written consent.
We may transfer, assign, sub-contract or otherwise dispose of a contract or any of our rights or obligations arising under it at any time during the term of the contract.
19. FORCE MAJEURE
We will not be liable for any delay or failure in performance of our obligations under the Contract where the failure or delay results from any cause beyond our reasonable control. Such causes include but are not limited to power failure, internet service provider failure, industrial action by third parties, civil unrest, riots, fire, natural disaster, acts of terrorism or war, or any other event beyond our reasonable control.
Our performance under the Contract will be suspended for the period that the event outside our control continues and we will have an extension of time for performance for the duration of that period.
20. GOVERNING LAW
These terms and conditions will be subject to and construed in accordance with the laws of England and the parties hereby submit to the exclusive jurisdiction of the English court.
21. OUR DETAILS
Ashley L Emmott t/a Cardaxis™
286 Bolton Road, Greater Manchester, M26 3GP.
tel. 0161 900 5383 | hello@cardaxis.co.uk
This document was last updated on 20th December 2022.