Terms and Conditions
These Terms and Conditions apply to all Orders for Goods by Clients. Purchase Orders and other terms and conditions submitted by Clients are not accepted.
- 1. Definitions
“Agreement” is a reference to these Terms and Conditions, order form and payment instructions provided to you;
“Client”, “you”, “your” and “yours” are references to you the entity or person ordering Goods from us;
“Goods” means the promotional products supplied by us to the Client;
“Order” means an order placed by you for the Goods;
“Intellectual Property Rights” or “IPR” means any and all copyrights, moral rights, related rights, patents, supplementary protection certificates, petty patents, utility models, trademarks, trade names, service marks, design rights, database rights, semi-conductor topography rights, domain name rights, rights in undisclosed or confidential information (such as know-how, trade secrets and inventions (whether patentable or not)), and other similar intellectual property rights (whether registered or not) and applications for any such rights as may exist anywhere in the world;
“Promo Wristbands ltd”, “we”, “us” and “our” are references to Promo Wristbands ltd (company no. 11360422) of 14 Bray Rise, Four Lanes, Redruth, Cornwall TR16 6AW
“Terms and Conditions” means the terms and conditions of supply set out in this document.
- 2. Ordering
2.1 Once we receive your Order we will notify you if your Order has been accepted by us either verbally or in writing and agree a date for delivery. When you place an Order with us you accept that the Goods will be provided in accordance with these Terms and Conditions. These Terms and Conditions apply to all Orders submitted to us including those placed over the telephone or via email.
2.2 You must check that the Order meets your requirements and that the quantity and specifications of the Goods meet your requirements. Any discrepancies must be notified to us within 24 hours of receipt of the order confirmation email.
2.3 Please ensure that you supply your artwork at the time of placing your Order. Images may be uploaded to us in the following formats – Adobe Illustrator (EPS) (PDF); Hi-Res (JPEG); Photoshop document (PSD); or Microsoft Publisher.
2.4 The Client hereby warrants that it is the legal owner (or that it is duly authorised by the legal owner) of all Intellectual Property Rights in any images, trade marks or logos that it wishes to have displayed on the Goods as part of the Order. No Order should contain pornographic or obscene content nor should it be designed to incite violence or racial hatred, be defamatory, in bad taste, damage a person’s reputation or name or be otherwise objectionable or contravene any law or regulation.
2.5 You hereby grant to us a perpetual non-exclusive licence to use such content and/or materials which you post or transmit to or from us and/or include on any personalised Goods for the purposes of satisfying your Order and our business purposes.
2.6 Whilst we will undertake to proof artwork correctly including correct spelling and grammar it is ultimately the Customer’s responsibility to check the artwork proof and make us aware of any errors. Once the artwork is approved and returned back to us we do not accept responsibility for any errors.
- 3. Delivery
3.1 Delivery periods quoted at the time of ordering the Goods are approximate only and may vary. Goods will be delivered to the address nominated by you at the time of ordering. Time is not of the essence for delivery of the Goods.
3.2 Delivery is free of charge for deliveries to one mainland UK location between 9am to 6pm. Any additional delivery requirements will incur delivery charges are which shall be added to all the Orders placed with us.
3.3 If the Client fails to accept delivery of the Goods at the time they are ready for delivery, or we are unable to deliver the Goods at the nominated time due to failure on the part of the Client to provide appropriate instructions or documentation, then the Goods shall be deemed to have been delivered to the Client and all risk and responsibility in relation to the product shall pass to the Client. Any storage, insurance and other costs which are incurred as a result of the inability to deliver the Goods shall be the responsibility of the Client who shall indemnify us in full for such cost.
3.4 It is the responsibility of the Client to ensure that at the time of delivery of the Goods adequate arrangements, including labour and access, are in place for the safe delivery of the product. We cannot be held liable for any damage, cost or expense incurred to the Goods where this arises as a result of a failure to provide adequate access or arrangements for delivery. You must make us aware of any issues with the location which may hinder or affect our ability to deliver the Goods. Any failure to do so may result in increased costs and delays.
3.5 We reserve the right to deliver the Goods in instalments and each delivery shall constitute a separate contract entitling us to invoice you for the Goods delivered.
- 4. Our Obligations
4.1 You must notify us immediately if you find the Goods supplied to be defective in any way (which must be no later than seven (7) days of receipt of the Goods) and allow us an opportunity to investigate.
4.2 Where we have agreed that the Goods are defective then we will supply suitable replacement Goods free of charge provided you have notified us of the defect within the required period.
- 5. Prices and Payment
5.1 The price for the Goods shall be the price set out in our current price list plus any other charges (including delivery charges) that we are entitled to make under this Agreement.
5.2 An invoice for the Goods will be issued to you upon acceptance of your Order. Value added tax will be added to the invoice which is payable by you.
5.3 Full payment must be made at the time of placing your Order. We will notify you when your Order is ready for despatch. Payment made be made by bank transfer to our nominated bank account, by Paypal, or by debit or credit card. Please note that Paypal and credit card payments will attract a surcharge fee of 3% of the total invoice value.
5.4 In the event of a query or dispute with an invoice you must notify us of your query or the nature of your dispute within seven (7) days of the date of the invoice. Failure to notify within this time will mean that you are deemed to have accepted the invoice in full and the full amount is due and payable. In the case of valid queries or disputes, you must pay us the undisputed amount by the due date. You are not entitled to set off any sum owing by you under this Agreement against any sum that we may owe you.
- 6. Cancellation
6.1 Orders for Goods which have been personalised may not be cancelled at any time.
6.2 We reserve the right to cancel or suspend your Order at any time if you become bankrupt or insolvent, enter into any arrangement with your creditors, or being a company, go into liquidation or are wound-up, or being a partnership, are dissolved or if, in our reasonable opinion, one of the aforementioned events is likely to occur. You must notify us in writing immediately if any one of the aforementioned events occurs. In such cases you shall become liable to pay the total value of the Order if the product has been despatched.
- 7. Title
7.1 Full title in all Goods supplied by Promo Wristbands Ltd shall remain fully vested in us until we receive payment in full for all monies owed to us. We shall be entitled to re-take possession of the Goods in the event of non-payment and you hereby grant to us a non-revocable licence to enter your premises for the purposes of recovering the Goods.
7.2 Until such time as the property in the Goods passes to you, you shall hold all Goods supplied to you as our fiduciary agent and bailee, and shall keep all of the Goods properly stored, protected and insured (against the risks for which a prudent owner would insure them and hold the policy on trust for us) and clearly identified as our property. You hereby grant us permission to enter any premises where the Goods may be stored at any time to inspect them.
7.3 Until such time as the property in the Goods passes to you, we shall be entitled at any time to require you to return the Goods to us at your cost, and if you fail to do so forthwith, to enter upon any of your premises or any third party premises where the Goods are stored and repossess the Goods using reasonable force if necessary.
7.4 You shall not be entitled to pledge or in any way charge by way of security for any indebtedness any of the Goods 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 may have) forthwith become due and payable.
- 8. Limitation of Liability and Client Indemnity
8.1 We disclaim any and all liability to you for the supply of the Goods to the fullest extent permissible under applicable law. This does not affect your statutory rights as a consumer. If we are found liable for any loss or damage to you such liability is limited to the amount you have paid for the Goods. We cannot accept any liability for any loss, damage or expense, including any direct or indirect loss such as loss of profits, to you howsoever arising.
8.2 We shall not be held liable for any failure or delay in delivering the Goods where such failure arises as a result of any act or omission which is outside our reasonable control such as an act of God or those of third parties.
8.3 We do not accept liability for any indirect loss, consequential loss, loss of data, loss of income or profit, loss or damage to property and/or loss from claims of third parties arising out of the use of the Goods delivered by us.
8.4 We shall not be liable for any misrepresentations other than fraudulent misrepresentations.
8.5 Nothing in these Terms and Conditions shall limit or exclude our liability for personal injury or death arising as a direct result of our negligence.
8.6 You agree to promptly and fully indemnify us and keep us indemnified and hold us harmless against any and all expenses, damages, liability, claims and losses of any kind (including reasonable legal fees and costs) incurred by us in connection with any claims actual or threatened, of any kind (including, without limitation, any claim of trademark or copyright infringement, libel, defamation, breach of confidentiality, breach of any statutory or regulatory duty) arising from any personalised Goods that we produce to your order and the indemnity may, without limitation, be claimed as a debt or liquidated demand.
- 9. General
9.1 We may subcontract any part or parts of the performance of the Services that we provide to you from time to time and we may assign or novate any part or parts of our rights and obligations under this Agreement without your consent or any requirement to notify you. You may not assign or transfer your rights or obligations under this Agreement without our express written consent.
9.2 We may vary these Terms and Conditions at any time by either sending you a copy of the updated version or by publishing the updated version on our website. All Orders made by you following such publication shall be subject to the revised terms and conditions and the placing of an Order shall be taken as your acceptance of such varied terms.
9.3 Unless you have notified us otherwise, we shall be entitled to re-print any images or logos that you supply to us for the purposes of marketing and promoting our products. Such marketing may include displaying images on our website, Twitter and Facebook pages, Pinterest and such other social media networking sites we may use from time to time.
9.4 The Client shall not be entitled to hold itself out as our agent, partner or contractor.
9.5 Where it has been necessary to obtain your personal data in order to consider your application for a credit account you hereby consent to our passing this personal data to a third party credit insurer or provider for the purpose of considering your application for a credit account.
9.6 This Agreement constitutes the entire agreement between you and us. No other terms, statements, representations or promises whether expressed or implied shall form part of this Agreement. In the event of any conflict between these Terms and Conditions and any other term or provision, these Terms and Conditions shall prevail.
9.7 If any term or condition of our Agreement shall be deemed invalid, illegal or unenforceable, we both agree that such term or condition shall be deemed to be deleted and the remainder of the Agreement shall continue in force without such term or condition.
9.8 These Terms and Conditions and our Agreement shall be governed by and construed in accordance with the laws of England and Wales. The parties hereto submit to the exclusive jurisdiction of the courts of England and Wales.
9.9 No delay or failure on our part to enforce our rights or remedies under the Agreement shall constitute a waiver on our part of such rights or remedies unless such waiver is confirmed in writing.
9.10 It is not intended that the undertakings and obligations of the parties set out in this Agreement shall be for the benefit of and capable of being enforced by any other person by virtue of the Contracts (Rights of Third Parties) Act 1999.