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 colors 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-arranged
dates, no guarantee as to dates of delivery by the
Seller is to be implied and the Seller will not accept
liability for any loss or damage occasioned by delay
however caused.
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 72hrs 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-Section 12(1) of the
Unfair Contract Terms Act 1977 and the Seller gives no
guarantee (as defined in Subsection 5 (2)(b) of the
said Act) nor undertakes any liability for any
manufacturer's guarantee as referred to in Section 5
of the said Act.
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-off,
counter claim or other deduction in diminution of the
price due. The time of payment of the price shall be
of the essence of the Contract.
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-paragraph 3.3 then
without prejudice to any other right or remedy
available to the Seller, the Seller shall be entitled
to cancel the Contract, suspend any further deliveries
to the Buyer, appropriate any payment made by the
Buyer to such Goods, or to Goods supplied under any
other Contract between the Buyer and the Seller as the
Seller may think fit (notwithstanding any purported
appropriation by the Buyer).
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. 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-in-trade preparatory to a cessation by the Buyer
of business or of trade in goods similar to the Goods.
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-sale of the Goods before payment,
the Buyer hereby assigns any claims against the
Buyer's customers to the Seller until payment.
7.6 Buyer's property when supplied will be held at
Buyer's risk.
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
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-setting, negatives, positives and the like shall
remain his exclusive property. Such items when
supplied by the Buyer shall remain the Buyer's
property.
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.
9.2 Quantities of materials supplied shall be adequate
to cover normal spoilage.
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.
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