Website Terms & Conditions
Promo-Cell Partner Terms & Conditions
1 Interpretation
1.1 In these conditions
'you' means the person who accepts a quotation from us for the sale of products or whose order for the Products is accepted by us;
'Products' means the products (including any part delivery of an Order or any parts for them) which we supply in accordance with these conditions;
'we or us' means Promo-Cell (a trading division of Trade Gift Solutions Ltd) a company registered in England with registered number 5069036 whose registered
office is at PO Box 6823, Stourbridge, DY7 6WG;
'Conditions' means the terms and conditions of sale set out in this document and (unless the context otherwise requires) includes any additional terms and conditions
agreed in writing between you and us;
'Order' means any contract between you and us for the purchase of products.
1.2 Any reference in these Conditions are for convenience only and shall not affect their interpretation.
2 Basis of sale
2.1 We sell and you purchase the products by acceptance of any written quotation we issue to you or by our acceptance of any written order you may issue to us. In either case
such Order is subject to these Conditions, which shall govern the Order to the exclusion of any other terms and conditions.
2.2 Acceptance by you of a quotation we issue is conditional upon sufficient stocks of Products being available at the time of acceptance.
2.3 An Order can only be varied by agreement in writing signed by authorised representative.
2.4 Our employees or agents are not authorised to make any representations concerning the Products unless we make these in writing. In placing the Order you acknowledge that
you do not rely on and waive any claim for breach of any representations that are not so confirmed.
2.5 We shall endeavour to correct any typographical, clerical or other error or omission in ant sales literature, website, quotation, price list, invoice or any other documentation issued
by us as soon as possible but will not be liable for loss arising from such error or omission.
3 Orders and Specifications
3.1 No order documentation submitted by you shall be deemed to be accepted by us unless and until confirmed in either in writing or verbally by our authorised representative.
3.2 You must make sure that any Order you place with us correctly states your requirements including, without limitation, any discounted price we may have agreed and that you give
us any necessary information relating to the Products (such as any personalisation specification) within a sufficient time to enable us to meet the order delivery time. You should
also check any artwork submitted for approval, to ensure this we require that you approve submitted artwork in writing. We shall not be liable if the products do not meet your
requirements because you fail to do this.
3.3 The quantity, quality and description of and any specification for the Products shall be set out in the Order or any approved artwork we submit to you.
3.4 If the Products are to be manufactured or any process or markings are applied to the Products by us in accordance with a specification submitted by you, you grant to us a licence
in respect of any materials in which you or a third party holds the rights to apply such material in accordance with the Order. You indemnify us against all loss, damages, costs and expenses
awarded against or incurred by us in connection with or paid or agreed to be paid by us in settlement of any claim for infringement of any patent, copyright, design, trade mark or other
industrial or intellectual property rights of any other person which from our use of your specification.
3.5 We reserve the right to make any changes in the specification of the Products which are required to conform to any applicable statutory or EC requirements or, where the Products are
to be supplied to our specification, which do not materially affect their quality or performance.
3.6 No Order may be cancelled by you except with our agreement in writing. Cancellation shall incur an administration charge of £25 per order. You shall also indemnify us in full against all
loss (including loss of profit), costs (including the cost of all labour and materials used), damages, charges and expenses incurred by us as a result of such cancellation.
3.7 No product samples shown, demonstrated or supplied to you by or on behalf shall be used for any purpose or be reproduced or copied in any shape or form (including without limitation,
photographed) by you without our prior written consent. We give no warranty or representation in relation to any such samples. You indemnify us against all loss, costs, damages, charges
and expenses incurred by us in relation to any breach of this clause by you and in particular (without limitation) any claim against us for infringement of any patent, copyright, design,
trademark or other industrial or intellectual property rights arising out of the use or copying of any such product samples by you.
4 Price of Products
4.1 The price of the Products shall be our quoted price or, where no price has been quoted (or a quoted price is no longer valid), the price listed in our published price list current at the date
of acceptance of the order. All prices quoted are valid for a maximum of 30 days only or as stated on our quote (subject to availability of Product), after which time we may alter them
without giving notice to you.
4.2 In relation to an Order, we reserve the right, by giving notice to you at any time before delivery, to increase the price of the products to reflect any increases in the cost of Products to us
which is due to any factor beyond our control (such as, without limitation, any foreign exchange fluctuation, currency regulation, alteration of duties, significant increase in labour, materials
or other costs of manufacture), any change in delivery dates, quantities or specifications for the Products which is requested by you, or any delay caused by any instructions from you or
failure by you to give us adequate information or instructions.
4.3 Except as otherwise agreed by us, all prices are given by us on an ex works basis, and where we agree to deliver the Products otherwise than at our premises, you shall be liable to pay our
charges for transport, packaging and insurance.
4.4 The price is exclusive of any applicable value added tax, which you shall be additionally liable to pay us.
5 Terms of Payment
5.1 We shall invoice you for the price of the Products on or at any time after delivery of the Products, unless the Products are to be collected by you or you wrongfully fail to take delivery of the
Products, in which event we shall invoice you for the price at any time after we have notified you that the Products are ready for collection or (as the case may be) we have tendered delivery
of the Products.
5.2 You shall pay the price of the Products (without any deduction) on receipt of invoice or, if we accept an application for credit.
5.3 If you fail to make any payment on the the due date then, without prejudice to any other right or remedy available to us, we shall be entitled to:
5.3.1 cancel the Order, suspend any further deliveries to you or withdraw any credit granted in respect of payment of sums due;
5.3.2 allocate any payment made by you to such of the Products (or the Products supplied under any contract between you and us) as we may think fit (not withstanding any purported allocation
by you); and
5.3.3 charge you interest (both before and after any judgement) on the amount unpaid, at the current rate applicable under the Late Payment of Commercial Debts (Interest) Act 1998 as amended
together with compensation for late payment as set out in such legislation.
6 Delivery
6.1 Delivery of the Products shall be made by you collecting the Products at our premises at any time after we have notified you that the Products are ready for collection or, if some other place
of delivery is agreed by us, by delivering the Products to that place. Where a delivery charge is specified then this shall be for delivery to one UK address unless otherwise stated. Additional
and overseas addresses will incur additional charges.
6.2 We will try to deliver Products by any date quoted for delivery of the Products but such date is approximate and we shall not be liable for failure to meet such date. Any period specified for
delivery of Products runs from the date of approval of any artwork and not from the date the order is placed. Time of delivery shall not be of the essence nor shall it be made so by service
of any notice. The Products may be delivered by us in advance of the quoted delivery date.
6.3 Where delivery of the Products is to be made by us in bulk, we reserve the right to deliver up to 5% more or 5% less than the quantity ordered and the quantity delivered shall be deemed to
be the quantity ordered.
6.4 Where the Products are to be delivered in instalments, each delivery shall constitute a separate contract and failure by us to deliver any one of the instalments in accordance with these Conditions
or any claim by you in respect of any one or more instalments shall not entitle you to treat the Order as a whole as repudiated.
6.5 If you fail to take delivery of the Products or fail to give us adequate delivery instructions at the time stated for delivery (otherwise than by reason of any cause beyond your reasonable control
or by our breach of these Conditions) then, without prejudice to any other right or remedy available to us, we may:
6.5.1 store the Products until actual delivery and charge you for the reasonable costs (including insurance) of storage; or
6.5.2 sell the Products at the best price readily obtainable and (after deducting all reasonable storage and selling expenses) account to you for the excess over the price under the Order or charge
you for any shortfall below the price stated in the Order.
7 Risk and Title
7.1 Risk of damage to or loss of the Products shall pass to you:
7.1.1 on delivery at out premises, when we notify you that the Products are ready for collection; or
7.1.2 on delivery otherwise than at our premises, at the time of delivery or, if you fail to take delivery of the Products, the time when we have tendered delivery of the Products.
7.2 Notwithstanding delivery and the passing of risk in the Products, title in the Products shall not pass to you until we have received in cash or cleared funds payment in full of the price of the
Products and all other Products agreed to be sold by us to you for which payment is then due.
7.3 Until such time as title in the Products passes to you, you shall hold the Products as our fiduciary agent and bailee, and shall keep the Products separate from those of yours and third parties
and properly stored, protected and insured ad identified as our property. Until that time you shall be entitled to resell or use the Products in the ordinary course of business, but shall account
to us for the proceeds of sale or otherwise of the Products, whether tangible or intangible, including insurance proceeds, and shall keep all such proceeds separate from any money or property
of you and third parties and, in the case of tangible proceeds, properly stored, protected and insured.
7.4 Until such time as title in the Products passes to you (and provided the Products are still in existence and have not been resold), we shall be entitled at any time to require you to deliver up the
Products to us and, if you fail to do so forthwith, to enter upon any premises of yours or any third party where the Products are stored and reposes the Products.
7.5 You shall not be entitled to pledge or in any way charge by way of security for any indebtedness any of the Products which remain our property, but if you do so all moneys owing by you to us
shall (without prejudice to any other right or remedy we have) immediately become due and payable.
8 Warranties and Liability
8.1 We warrant that the Products will correspond with their specification at the time of delivery save that we shall be under no liability:
8.1.1 in respect of any defect in the Products arising from any drawing, design or specification supplied by you;
8.1.2 in respect of any defect arising from fair wear and tear, wilful damage, negligence, abnormal working conditions, failure to follow our instructions (whether oral or in writing), misuse or alteration
or repair of the Products without our approval;
8.1.3 if the total price for the Products has not been paid by the due date for payment;
8.1.4 for parts, materials or equipment not manufactured by us, in respect of which you shall only be entitled to the benefit of any such warranty or guarantee as is given by the manufacturer to us.
8.1.5 for the consequences of combining Products with other products or for the consequences of repacking our products.
8.2 Subject as expressly provided in these Conditions, and except where the Products are sold to a person dealing as a consumer (within the meaning of the Unfair Contract Terms Act 1977), all
warranties, conditions or other terms implied by statute or common law are excluded to the fullest extent permitted by law.
8.3 Where the Products are sold under a consumer transaction (as defined by the Consumer Protection from Unfair Trading Regulations 2000) your statutory rights are not affected by these Conditions.
8.4 Products which are not in accordance with their specification through default on our part (but not if non compliance is due to your default, including, without limitation, to a failure by you to check
that Products meet your requirements) may be returned to us at your risk and expense up to thirty days after delivery. once received, we will check whether there is a failure to conform and if we
decide that this is the case, we shall, at our option and as our sole remedy for such a failure, either refund to you the price paid for the Products together with the cost of returning them to us or
forward to you Products which do comply with the specification at our expense. This remedy does not apply to Product which you have ordered but have not stated your requirements correctly.
If you do not return Products to us, you shall not be entitled to reject the Products and we shall have no liability for such defect or failure, and you shall be bound to pay the price as if the Products
had been delivered in accordance with the Order.
8.5 We shall be liable for death or injury to any person caused through our negligence arising out of the supply of Products or any liability direct to consumer protection legislation or liability arising
as a result of fraudulent misrepresentation by us. Otherwise and subject to your sole remedy in respect of defective Products under clause 8.4, our liability in respect of Products supplied is limited
to the price you are liable to pay for such Products and liability for all other loss is excluded to the fullest extent permitted by law. In particular, we shall not be liable to you by reason of any
representation, or any implied warranty, condition or other term, or any duty at common law, or under the express terms of the Order, for any loss of profit, goodwill, revenue or anticipated savings
(whether direct or indirect), or any other claims for consequential compensation whatsoever (and whether caused by our negligence or that of our employees or agents or otherwise) which arise out
of or in connection with the supply of the Products or their use or resale by you.
8.6 We shall not be liable to you or be in breach of an Order by reason of any delay in, or any failure to perform, any of our obligations in relation to the Products if the delay or failure was due to any
cause beyond our reasonable control. Without prejudice to the generality of the foregoing, the following shall be regarded as causes beyond our reasonable control:
8.6.1 Act of God, explosion, flood, tempest, fire or accident;
8.6.2 war or threat of war, sabotage, insurrection, civil disturbance or requisition;
8.6.3 restrictions, regulations, bye-laws, prohibitions or measures of any kind on the part of any governmental, parliamentary or local authority;
8.6.4 import or export regulations or embargos;
8.6.5 strikes, lock-outs or other industrial actions or trade disputes (whether involving employees of us or a third party);
8.6.6 power failure or breakdown in machinery;
9 Intellectual Property
9.1 We own any copyright, patents rights or design rights in the Products and any artwork or tooling we produce in relation to supply of the Products. You will retain ownership of any trademarks or
design rights in materials that you supply to us in connection with supply of the Products.
9.2 If any claim is made against you that the Products infringe or that their use or resale infringes the patent, copyright, design, trade mark or other industrial or intellectual property rights or any other
person, it is agreed that:
9.2.1 you pass us full control of any proceedings or negotiations in connection with any such claim and give us all reasonable assistance for the purposes of any such proceedings or negotiations;
9.2.2 except pursuant to a final award, you shall not pay or accept any such claim, or compromise any such proceedings without our consent;
9.2.3 we shall be entitled to the benefit of, and you shall accordingly account to us for, all damages and costs (if any) awarded in your favour which are payable by, or agreed with your consent (which
consent shall not be unreasonably withheld) to be paid by, any other party in respect of any such claim; and
9.2.4 Without prejudice to any duty to you at common law, we shall be entitled to require you to take such steps as we may reasonably require mitigating or reducing any such loss, damages, costs or
expenses for which we may be liable to you.
10 Insolvency
10.1 This clause applies if:
10.1.1 You make any voluntary arrangement with your creditors or become subject to am administration order or (being and individual or firm) become bankrupt or (being a company) go into liquidation
(otherwise than for the purposes of amalgamation or reconstruction); or
10.1.2 an encumbrancer takes possession, or a receiver is appointed, of any of your property or assets;
10.1.3 you cease, or threaten to cease, to carry on business; or
10.1.4 we reasonably apprehend that any of the events mentioned above is about to occur in relation to you and notify you accordingly.
10.2 If this clause applies then, without prejudice to any other right or remedy available to us, we shall be entitled to cancel the Order or suspend any further deliveries under any Order without any
liability to you, and if the Products have been delivered but not paid for the price shall become immediately due and payable notwithstanding any previous agreement or arrangement to the contrary.
11 Export Terms
11.1 Where the Products are supplied for export from the United Kingdom such Products are supplied ex works as defined by Incoterms 2010 unless agreed otherwise. You shall be responsible for
complying with any legislation or regulations governing the importation of the Products into the country of destination and for the payment of any duties thereon. You shall also be responsible for
testing and inspection of the Products at our premises before shipment. We shall have no liability for any claim in respect of any defect in the Products that would be apparent on inspection and
is discovered after shipment, or in respect of any damage during transit.
12 Data
12.1 We will use any information, which may include personal information about you or your employees provided by you in connection with Orders for the purpose of administering you account, for
carrying out our obligations under any Order and for ancillary purposes.
12.2 You acknowledge that we may carry out searches about you at credit reference agencies and will use the credit information provided by such agencies for the purposes of account administration,
credit checking, debt tracing and fraud prevention. You hereby authorise us to disclose such information to data recipients and acknowledge that such information may be disclosed by third parties
for purposes including, but not limited to, assessing credit applications, debt tracing and fraud prevention. We may seek an opinion on the status of any account from any third party as may be
necessary in the normal course of business.
12.3 You agree that all information collected by us in relation to you, subject to the provisions of the Data Protection Act 1998, may be stored used and disseminated by us for the purposes set out in 12.2
above, for marketing, promotional analysis, compilation of statistics and related purposes and for informing you of new products and /or services offered by us.
13 General
13.1 We may refer to sale of Products to you or use images of Products supplied to you in the promotion of our business.
13.2 Each party shall keep securely and not to disclose to any third party confidential information disclosed by the other party including but not limited to pricing, product samples, specifications, terms of
Orders placed or financial or commercial terms.
13.3 Any notice required or permitted to be given by either party to the other under these Conditions shall be in writing addressed to that other party at its registered office or principal place of business or
such other address as may at the relevant time have been notified pursuant to this provision by the third party giving the notice. Notices may be given (i) personally; (ii) by pre-paid first class post;
(iii) by electronic mail; (iv) by facsimile transmission.
13.4 No waiver by us of any breach of an Order by you shall be considered as a waiver of any subsequent breach of the same or any other provision.
13.5 If any provision of these Conditions is held by any competent authority to be invalid or unenforceable in whole or in part the validity of the other provisions of these Conditions and teh remainder of the
provision in question shall not be affected thereby.
13.6 A person who is not a party to this agreement has no right under the Contracts (Rights of Third Parties) Act 1999 to rely upon to enforce any terms of this Agreement.
13.7 You may not assign or deal with all or any part of the benefit of, or rights or benefits under any Order without our prior written consent.
13.8 We reserve the right to alter any of these Conditions and will give you reasonable notice of such change.
13.9 All Orders shall be governed by the laws of England and the parties submit to the exclusive jurisdiction of the English courts.
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