Promofix Terms & Conditions
All prices include one colour, one position personalisation and are per item unless otherwise stated. Artwork, screens, carriage and set-up charges (screens and origination) are not included as they vary with each product. Actual delivery charge made after goods despatched. Prints shown in photos may include PMS/colour matches, which may require additional charges. All charges are shown on your order acknowledgement.
It is not always possible to print the exact quantity ordered, that an overrun or underrun of no more than 10% to be invoiced pro-rata is acceptable as fulfilment of the order. Prices correct at time of press, prices subject to change without notice, prices exclude VAT. The colour dots/descriptions are to act as a guide and are therefore not guaranteed to be the exact colour of the item, please ask to view a sample or swatch.
Logos shown on this website are for display purposes only and do not necessarily indicate that Promofix have supplied the item to the owners of the logo of that the company has endorsed the product concerned.
In these Terms and Conditions the following words have the following meanings:-
"the Purchaser" means the person, firm, company or other organisation purchasing the Goods from the Company
"Contract" means the agreements between the Company and the Purchaser for the purchase of the Goods and incorporating these terms and conditions and any special conditions detailed in the Order or on the Website
"Design" means any design, logo, drawing, specification, printed matter, instructions or information (as appropriate) provided by the Purchaser in relation to the Goods
"Goods" means the goods to be supplied or procured by the Company and purchased by the Purchaser on the terms of the Contract, as detailed in the Order or on the Website
"Intellectual Property" means any and all trade marks, registered or unregistered design rights, UK or foreign patents, copyright, confidential information, trade or business names, database rights, know how, technology and other intellectual property rights (and any applications for the foregoing) whether registerable or not in any country
"Order" means the purchase order containing details relating to the Goods and the Contract
"the Company" means Promofix Limited (No: 5730716) whose registered office is The Business Development Centre, Stafford Park 4, Telford, Shropshire, TF3 3BA
"Website" " means any website operated by the Company from time to time for the sale of Goods
2. BASIS OF THE CONTRACT
2.1 These Terms and Conditions shall be incorporated in all Contracts of the Company to sell the Goods and are the sole conditions upon which the Company will deal with the Purchaser. All other terms, conditions or other representations are excluded from the Contract, including any terms and conditions which the Purchaser may purport to apply under any Contract, and these Terms and Conditions shall prevail and shall govern the Contract to the entire exclusion of any express or implied terms . By accepting the Order or by ordering Goods from using the Website or other means the Purchaser agrees to be bound by these Terms and Conditions.
THESE TERMS AND CONDITIONS DO NOT AFFECT THE PURCHASER'S STATUTORY RIGHTS .
3.1 We reserve the right to alter any details or design of products illustrated without prior notice and while every effort is made to describe our goods accurately on sales literature, email and the website no warranty is given as to accuracy and no responsibility will be accepted for error or mis-description and any resulting loss.
4.1 Every effort will be made to deliver on time, but any delivery day or lead-time specified is a best estimate and no liability is accepted for any loss arising from delay or error in the delivery of the goods. All deliveries will be charged at the prevailing rates applying at the date of such delivery. Special rush deliveries can usually be arranged but will usually be subject to additional charges (e.g. rush print charges and rush delivery charges) that will be charged to you at current commercial rates. Lead times will be deemed to commence at the date and time that Ideasbynet.com receive in writing, "signed off" approval of the artwork that Promofix supplied to the client. Time of delivery is not of the essence for the purposes of the Contract and the Company will not be liable for any loss or damage sustained by the Purchaser in consequence of any failure to deliver within such time or by such date or in consequence of the delay howsoever caused.
5. NOTICE OF NON-DELIVERY, SHORTAGE OR DAMAGED GOODS:
5.1 The Purchaser shall notify the Company of any shortage of or damage to Goods delivered within 4 days of delivery or collection and such notification shall be confirmed in writing by the Purchaser within 7 days of delivery. No responsibility whatsoever for such shortages or damages will be accepted by the Company in the event of failure by the Purchaser to notify the Company of the same within the said period. Goods damaged in transit should not be accepted from the carrier and no credit will be given for or replacements made of Goods accepted from the carrier in a damaged condition.
6. MINIMUM ORDER:
6.0 The Company reserves the right to establish a minimum order level. Small orders where you require a quantity smaller than the minimum quantity shown, this is normally possible but usually carries a small order surcharge, please contact us for an exact quotation.
7. VARIATION IN QUANTITY;
7.1 We shall be deemed to have fulfilled our contract by delivery of a quantity within 5% plus or minus of the quantity of printed goods ordered and you will be charged at the contract rate for the quantity delivered.
8. QUANTITY CHANGES:
8.1 Any changes in quantity ordered must be made in writing to us prior to commencement of processing. Any increase in the order must be regarded as a separate contract unless written notification is received before work commences on the original order.
9. ARTWORK CHANGES:
9.1 In order to print efficiently from the artwork you supply, it maybe necessary to adjust or redraw your artwork. You will be advised of the changes made. No printing will take place until Ideasbynet.com has received in writing your "signed off" approval of the artwork. In order to sign off your artwork we will send you an artwork approval form via email illustrating how your artwork will look on your chosen product. This MUST be checked thoroughly and signed off. The job will not commence until we have received in writing this signed off approval. You must notify us of any discrepancy in the artwork or order as we DO NOT accept any liability of any post-completion errors or omissions.
10. COLOUR VARIAITION:
10.1 Due to the variety of materials and the imprinting processes utilised by Ideasbynet.com and its suppliers, no guarantee can be given to match exactly pantone numbers or colour samples provided by the client. Promofix will endeavour to match as closely as possible to these colour references but cannot be held liable for any further costs that may arise.
11.1 All prices quoted are exclusive of VAT and unless specifically stated are based upon costs current at the date of quotation.
11.2 The Purchaser is responsible for the payment of all costs relating to the delivery, packaging, and other applicable taxes and levies in relation to the Goods.
11.3 The price of the Goods may be subject to variation to take account of variations in labour, materials or other costs since the date of the Company's quotation or (if no quotation is issued) the Purchaser's Order. The Company accordingly reserves the right to adjust the invoice price payable by the amount of an increase or decrease in such costs after the price is quoted and the invoice so adjusted shall be payable as if it were the original Contract price.
11.4 The Purchaser agrees that section 32(3) of the Sale of Goods Act 1979 shall not apply to Goods sent by the Company.
12.1 Each consignment of Goods may be invoiced separately and the Company's invoices shall be paid by the Purchaser in full and cleared funds within 30 days following the date upon which the goods were despatched or collected. Invoices requiring proforma payment shall require the Purchaser to pay in full and cleared funds.
12.2 If for any reason the Purchaser is unable to accept delivery when due, the Goods will be invoiced and payment will fall due 30 days following the date upon which the Goods were ready for delivery or collection. In such case the Company will, if facilities permit, store the Goods at the Purchaser's risk and expense until delivery and reserves the right to make additional charges for such storage and for any extra handling and transportation. This clause shall not affect any rights the Company may have against a Purchaser for failing to accept delivery.
12.3 If the Purchaser fails to make any payments when due the Company, may at its option and without prejudice to any other rights or remedies which it may have under the contract: -
12.3.1 suspend any further deliveries until payment is made; or
12.3.2 repudiate the Contract;
and the Company shall be entitled to charge interest (both before and after judgment) on the outstanding balance of all overdue accounts from the date of the invoice until the time of payment calculated on a daily basis at a rate of 4% above the base rate from time to time of Natwest Bank plc.
12.4 Time for payment is of the essence for the purposes of the Contract.
12.5 The Company shall be entitled to suspend any and all deliveries and instalments until payment for all earlier deliveries has been made and the date for delivery shall be postponed to the extent to which such deliveries are suspended.
12.6 The Purchaser shall not be entitled to withhold payment of any amount payable under the Contract (or any other contract between the parties) because of a disputed claim of the Purchaser in respect of faulty Goods or any other breach of contract, nor shall the Purchaser be entitled to set-off against any amount payable under the Contract (or any other contract between the parties) to the Company any monies which are or are purported to be payable by the Company.
13. SUPPLY OF GOODS AND CANCELLATION OF ORDERS:
13.1 The Purchaser may not cancel any Orders for Goods made to the Purchaser's specific requirements. Orders may be cancelled or returned only with the prior written consent of the Company and within 7 days of the Order being placed by the Purchaser. In the event of such cancellation the Purchaser will be obliged to pay a re-stocking, handling charge, any screen charges, production samples charges, artwork charges and any administration costs involved.
13.2 In respect of any Goods supplied by the Company but manufactured by third parties, the benefit of warranties or guarantees given to the Company by such third party manufacturers or suppliers will wherever practicable be passed to the Purchaser subject to the terms and conditions upon which they were given by the third party.
13.3 Where the Company has provided artwork, such artwork shall be approved by the Purchaser or those acting on its behalf and no change to the artwork will be accepted once the said artwork has been used in production of any Goods to be supplied to the Purchaser unless the Purchaser is prepared to accept a variation to the contract price as a result of such change. The Purchaser must confirm his acceptance to the variation of the Contract price in writing.
13.4 Except as provided in these Terms and Conditions, all warranties, (whether express or implied by statute or common law or howsoever) including without limitation those of satisfactory quality or of fitness for a particular purpose (even if that purpose is made known expressly or by implication of the Company) are hereby excluded.
14.1 Claims arising from damages, delay or partial loss in transit must be made in writing to us, so as to reach us within 5 days of delivery. All claims with regard to the quality or quantity of the goods shall be made in writing to us, so as to reach us within 5 days of receipt of goods or such goods shall be deemed to comply as to quality and quantity with the terms of the contract. You must examine all goods delivered at the time of delivery and confirm receipt. We shall not be liable for any loss or damage caused to the goods in transit unless loss or damage is noted at the time of delivery. Claims in respect of non-delivery must be made in writing so as to reach us within 4 days from receipt of our invoice.
15. INTELLECTUAL PROPERTY:
15.1 The Purchaser warrants and represents that any Design or instruction furnished or given to the Company shall not be such as to cause the Company to infringe any third party Intellectual Property rights. The Purchaser shall indemnify and keep indemnified the Company against any and all claims, actions, costs, expenses (including legal expenses and disbursements) made or brought against the Company (whether in the UK or elsewhere) in respect of any infringement of any third party Intellectual Property rights as a result of the use of the Design under the Contract.
15.2 The supply of Goods under the Contract shall not confer any rights upon the Purchaser to use any of the Company's Intellectual Property without the prior written consent of the Company and at all times such Intellectual Property shall remain the property of the Company. The supply of Goods under the Contract shall not imply any right to the Purchaser to use any Intellectual Property which the Company may have or any indemnity against infringement of the Intellectual Property rights of third parties by the Company.
16.1 The Website is provided by the Company without any warranties or guarantees. The Purchaser must bear the risks associated with the use of the Internet. Nothing in this Clause 16 or elsewhere in the Contract is intended to restrict or exclude the Company's liability for death or personal injury resulting from negligence, or for fraud or for any other liability or loss forbidden by English law.
16.2 The Company shall not be liable (whether or not the Company has been advised of the possibility of such loss) in contract, tort, negligence or otherwise howsoever arising for any claim, damage, loss, costs or expenses (including legal expenses and disbursements) in respect of:
16.2.1 any losses special to the Purchaser;
16.2.2 any direct loss of profits;
16.2.3 any direct loss of turnover; and/or
16.2.4 any direct loss of revenue; or
16.2.5 any indirect or consequential loss or damage howsoever caused including without limitation:
(a) any losses special to the Purchaser;
(b) any loss of profits;
(c) loss of turnover;
(d) loss of revenue;
(e) loss of business; and/or
(f) loss of data ;
and for the avoidance of doubt, the sub-clauses in this Clause 14.2 are intended and agreed by the Purchaser to be severable.
16.3 Subject to Clause 16.1 , the aggregate liability of the Company (whether in contract, tort, negligence or breach of statutory duty or otherwise) to the Purchaser for any loss or damage shall be limited to the price of the Goods. The Company's total liability in contract, tort (including negligence or breach of statutory duty), misrepresentation or otherwise, arising in connection with the performance or contemplated performance of this Agreement shall be limited to Â£5,000
16.4 The Purchaser shall be liable for and shall indemnify the Company against any and all expenses, loss, liability or proceedings suffered by a third party arising as a result of or in connection with any act, omission, negligence, and/or breach of the terms of the Contract or otherwise through the default of the Purchaser.
14.5 The Company makes no representation or warranty that the use of the Goods does not infringe the rights of any third party and the Company accepts no liability in this respect.
17. DEFAULT OR INSOLVENCY OF PURCHASER:
17.1 In the event that:
17.1.1 the Purchaser shall be in breach of any of its obligations under the Contract; or
17.1.2 any distress or execution shall be levied on the Purchaser's property or assets; or
17.1.3 if the Purchaser (being an individual or partnership) shall make or offer to make any voluntary arrangement or composition with its creditors or become bankrupt or if any bankruptcy petition be presented against him; or
17.1.4 if the Purchaser (being a company) has an administrative receiver or administrator appointed or makes a voluntary arrangement with its creditors or commences to be wound up; or
17.1.5 otherwise if the Purchaser fails to pays its debts as and when they fall due; or
17.1.6 such equivalent event in Clauses 15.1.2 to Clause 15.1.4 occurs to the Purchaser in its local jurisdiction;
the Company at its discretion and without prejudice to any other right or claim may by notice in writing immediately terminate, wholly or in part, the Contract between the Company and the Purchaser or may (without prejudice to the Company's rights subsequently to terminate the Contract for the same cause should it so decide) by notice in writing suspend further deliveries of Goods.
The Purchaser may not use the Website for any of the following purposes:
18.1 disseminating any unlawful, harassing, libellous, abusive, threatening, harmful, vulgar, obscene, or otherwise objectionable material
18.2 transmitting material that encourages conduct that constitutes a criminal offence, results in civil liability or otherwise breaches any relevant laws, regulations or code of practice
18.3 gaining unauthorised access to other computer systems and or networks
18.4 interfering with any other person's use or enjoyment of the Website
18.5 breaching any laws concerning the use of public telecommunications networks
18.6 interfering or disrupting networks or web sites connected to the Website
18.7 making, transmitting or storing electronic copies of materials protected by copyright without the permission of the owner
The Purchaser will indemnify the company against all losses, liabilities, costs and expenses reasonably suffered or incurred by the Company, all damages awarded against the Company under any judgment by a court of competent jurisdiction and all settlements sums paid by the Company as a result of any settlement agreed by the Company arising out of in connection with:
18.8 any claim by any third party that the use of the Website by the Purchaser is defamatory, offensive or abusive, or of an obscene or pornographic nature, or is illegal or constitutes a breach of any applicable law, regulation or code of practice;
18.9 any claim by any third party that the use of the Website by the Purchaser infringes that third party's copyright or other intellectual property rights of whatever nature; and
18.10 any fines or penalties imposed by any regulatory, advertising or trading body or authority in connection with the use of the Website by the Purchaser
19. AVAILABILITY OF THE WEBSITE:
The Purchaser's access to the Website may be occasionally restricted to allow for maintenance, updates, product changes, repairs or the introduction of new facilities or services. The Company will attempt to restore the Service as soon as it reasonably can.
20. THIRD PARTY WEBSITES:
20.1 As a convenience to the Company's customers, the Website may include links to other web sites or material which are beyond its control. The Company is not responsible for content on the Internet or World Wide Web pages
21. SALES VIA WEBSITE:
21.1 No permission to copy, reproduce, modify or download the Website or any part of such site is given and in particular nothing on such sites may be reproduced for use in any publication, or distributed for any purpose without the prior written consent of the Company.
21.2 Any information found on the Website is intended for guidance only and the goods and prices described in it are subject to change without notice. No representation or warranty is given as to the completeness or accuracy of any information on the Website, or that such information is current.
21.3 Where the Website is hyper-linked to any site operated by any third party, the Company accepts no responsibility or liability in respect of any produce, service, material or information on such site. The presence of such sites shall not be deemed to be a commendation or endorsement of such site by the Company.
21.4 The Company will not be liable for damage to, or viruses that may affect, any computer equipment, software, data or other property as a result of access to, use of, or browsing of the Website or the downloading of any material data, text or image.
21.5 The Company will not be liable for any damage, loss, costs, or expenses suffered by the Purchaser as a result of any downtime (being the period during which the Website is unavailable for use by the Purchase for any reason whatsoever) of the Website.
21.6 All trademarks used in the Company's catalogue, brochure, price list or Website belong to the Company or the registered proprietor of such trademarks.
21.7 All rights relating to copyright, trademarks, know-how and any other Intellectual Property rights in materials or information on the Web-site are reserved to the ownership of the Company.
21.8 By continuing to use the Website you are deemed to accept these Terms and Conditions.
22.1 All communications between the parties about this Contract must be in writing and delivered by hand, sent by pre-paid first class post, sent by e-mail or sent by facsimile transmission:
(a) In case of communications to Promofix to its principal place of business; or
(b) In the case of the communications to the Buyer to any address of the Buyer set out in the sales
order form which forms part of this Contract.
22.2 Communications shall be deemed to have been received:
(a) if sent by pre-paid first class post, 2 days (excluding Saturdays, Sundays and bank and public
holidays) after posting (exclusive of the day of posting);
(b) if delivered by hand, on the day of delivery and if sent by e-mail the day it is received;
(c) if sent by facsimile transmission on a working day prior to 4.00 pm, at the time of transmission
and otherwise on the next working day.
23. INTERNATIONAL USE:
23.1 The Company makes no promise that materials on the Website are appropriate or available for use in locations outside the United Kingdom, and accessing the Website from territories where its contents are illegal or unlawful is prohibited. If the Purchaser does choose to access this site from locations outside the United Kingdom, the Purchaser does so on its own initiative and will be responsible for compliance with local laws.
24.1 In the event of any dispute arising between the Company and the Purchaser regarding any omission, matter, act or thing of whatsoever nature arising out of the Contract, then such dispute or difference shall at the option of the Company only, be referred to such person as the parties may agree to as arbitrator, or failing such agreement as may be appointed on the request of either party by the President at the time being of the Chartered Institute of Arbitrators. Such arbitration shall take place in Telford or other place as the parties may agree.
25.1 Samples of any of the items illustrated on our literature, website and emails are available upon request and will be charged at the lowest quantity rate - payable by credit card only. No credit will be given on samples returned under the value of Â£10.00
26. FORCE MAHJEUE:
26.1 Force majeure We will not be held responsible for failure or delay in the carrying out of our obligations under the contract arising out of any cause outside our reasonable control or by inability to procure materials or articles except at higher prices due to any such cause and in such circumstances we shall be entitled by notice to terminate the contract in whole or in part without incurring any liability to you.