These are the terms and conditions under which we trade.
1 Definitions
“The Company” means Abbeygate Manufacturing Company Ltd”. “The Customer” means the person or entity placing the order in respect of the goods. “Contract” means the Contract between the Company and the Customer. “Goods” means the products sold and listed on the Company’s invoice and or sales order.
2 General Application
Orders for the goods are only accepted on these conditions, unless expressly agreed otherwise in writing by the Company. A fully authorised Purchase Order including prices must be sent by the Customer to the Company before any work on the Goods can be commenced.
a) These Conditions apply to the Contract to the exclusion of any other terms that the Customers seeks to impose or incorporate or imply by trade, custom, practice or in the course of dealing.
b) The Purchase Order constitutes an offer by the Customer to purchase Goods in accordance with these Terms and Conditions. The Customer is responsible for ensuring that the terms of the Purchase Order are complete and accurate.
c) The Purchase Order shall only be deemed to be accepted when the Company issues a written acceptance of the Purchase Order, at which point the Contract shall come into existence.
d) Any samples, drawings, description, web site images or advertising produced by the Company, either by web-based platform or hard copy are produced for the sole purpose of approximate visualisation of the colour and format of the Goods and shall not form part of the Contract nor have any other legal or contractual force. Note that due to reproduction and printing process used some colours may show variation and no guarantees can be provided by the Company. Variation at- all- times is to the extent permissible by law, notwithstanding any other terms and conditions. If colour is critical a sample swatch must be requested.
e) A quotation for the Goods given by the Company shall not constitute an offer. A quotation for the Goods shall be valid for the period of time that has been stated and will not in any event exceed 20 business days from date of issue.
3 Goods
Goods are described in the Company’s brochure and website. The Company reserves the right to amend the specification of the Goods if required by any statutory or regulatory requirements without notice to the Customer and to substitute the Goods the Customer has ordered with an item comparable to that ordered.
4 Quotations and Prices
a) The price for the Goods shall be the price at the date of dispatch. All prices are in Pound Sterling only
b) Prices are quoted exclusive of VAT which will be charged at the rate ruling at the date of despatch.
c) Prices are quoted exclusive of carriage charges unless agreed in writing between the Company and the Customer.
d) Tooling, whether charged for separately or included in the quoted price remain the property of the Company unless otherwise agreed in writing between the Company and the Customer.
e) All order quantities are subject to plus or minus 5% in accordance with standard industry guidelines. Overs will be charged, ‘unders’ will be credited pro rata.
5 Logo Blocking Dies and Artwork
a) Logo Blocking Dies are retained for a maximum of three years from date of last production. After this time dies will be destroyed. New dies shall be required for subsequent orders.
b) Customer supplied blocking dies will be accepted but must be deep etched and supplied with a hi-res pdf positional guide, a set up charge will be applicable.
c) It is the responsibility of the Customer to ensure that they have the legal right to use in any way artwork provided to the Company.
d) Artwork should be supplied in print ready digital format as outlined in our artwork specification guide available directly from the Company. Colour artwork will be printed in CMYK and should be supplied by the Customer in that format. Any artwork amendments or artwork setting the Company is required to do on behalf of the customer will be charged for accordingly.
e) Artwork approvals to the Company by the Customer must be given in good faith, in writing and duly signed off. The signee agrees that they have the authority of the Customer to perform such signing and has the authority of the Customer to authorise the Order to proceed to production.
f) Once authorisation and approval to proceed to production has been given no further amendment may be made to the product without written request and written acceptance and the full understanding that this will have implications on cost and lead time.
g) Late approval of Artwork will result in a delay to any agreed delivery dates.
6 Instalments
Unless otherwise agreed in writing between the Company and the Customer, the Company has the right to make delivery in instalments and to invoice such deliveries separately.
7 Settlement Terms
a) The first three Orders are accepted on strict proforma invoice basis after which application for credit facilities can be made. In all cases a Company Registration number must be provided.
b) Bespoke Orders require a deposit of 50% of the total Order value to be placed at point of order confirmation. The remaining amount will be due within an agreed time frame such that final payment must made no later than 30 days from shipment of Order.
c) Credit facilities, where offered, are strictly 30 days from date of invoice unless otherwise agreed in writing between the Company and the Customer.
d) Overdue accounts will be charged at a rate of 5% above Bank of England base rate compounded monthly.
e) Prompt payment on due date is the essence of the Contract.
f) The Customer cannot delay or refuse or otherwise withhold any payment due for reason of alleged defects the Company undertakes to remedy.
8 Delivery
a) Delivery shall be completed when the Goods are dispatched from our premises or to the Customers order.
b) Goods must be examined on arrival and any damage in transit, mis-delivery or quantity discrepancy must be notified in writing to the Company within 3 working days. The Customer must also notify the Company in writing regarding non-delivery within 5 working days of the dispatch date advised by the Company to the Customer. The Company shall endeavour to despatch Goods to the times quoted. The Company shall ensure the Goods are securely packaged and will not be liable for any loss arising from delays in despatch regardless of cause.
c) Delivery may be temporarily suspended if the Customer is overdue in their account or has otherwise defaulted in any payment for any Goods supplied by the Company to the Customer.
d) Delivery dates should be considered approximate. The Company shall not be liable for any delays in delivery of the Goods as per Force Majeure or in the event of the Customer failing to provide the Company with adequate and accurate delivery or other related instructions within 4 weeks of the planned despatch date. This includes full information of multi despatch addresses, where applicable.
e) The Company may, by giving notice, to the Customer up to ten business days before delivery, increase the price of the Goods to reflect any increase in cost that is due to
I Any factor beyond the control of the Company
II Any request by the Customer to amend delivery dates, addresses, quantities, or type of Goods to be supplied.
III Any delay caused by the Customer failing to supply accurate deliver instruction.
9 Force Majeure
The Company shall have no liability in respect of failure to deliver or to perform or delay in delivering or perform any obligations under the Contract with the Customer due to any cause of whatever nature outside the control of the Company. This includes but is not limited to such occurrences as acts of nature causing disruption, war, acts of terrorism, customs delays, border disputes and working practice restrictions as the result of COVID-19 or other such transmittable disease.
10 Liability
a) On arrival of the Goods, the Customer must examine them, and any visual defects must be notified to the Company in writing within three working days. Non-visual faults and defects must be notified within ten working days.
b) In the event of the Customer, within the appropriate period described, (above in ref.10 a), notifying the Company of any fault or defect in the goods; and within the appropriate period described above (in 6.b), of damage in transit, mis delivery, a quantity discrepancy or non-delivery; further upon the fault, defect or damage in transit, mis delivery or quantity discrepancy being established to the Company’s satisfaction, the Company will repair, or replace such goods, or make up any shortage, or credit at its discretion.
c) The Company shall not replace Goods or make up shortages if faults are not notified in accordance with 8.a and 6.b , if the Customer or any third party has without prior written consent from the Company effected modifications or if the faults or defects were caused by fair wear and tear, accident, or any matter beyond the reasonable control of the Company.
11 Retention of Title
a) Title to the Goods shall remain vested in the Company and such title shall not pass to the Customer until the purchase price of the Goods has been paid in full by the Customer and has been received in full by the Company.
b) Until title has passed to the Customer, the Company shall have the authority retake, sell, or otherwise deal or dispose of all or any part of the Goods.
c) Until title has passed to the Customer, the Company or its agents shall be entitled, at any time, and without notice, to enter any property where the Company believes the Goods, or any part, are stored.
d) Until title has passed to the Customer, the Customer shall store and mark the Goods in such a way that indicates title remains with the Company.
e) Until title passes to the Customer, the Customer shall ensure that the Goods are insured to full replacement value and that the Company is noted as the loss payee.
f) Irrespective if title to the goods remains vested with the Company, all risks for the goods will pass to the Customer upon delivery.
12 Property In Goods
a) The Company may at any time revoke the Customer’s power of sale by notice to the customer if the Customer is in fault for longer than thirty days in the payment of any sum whatsoever due to the Company (whether in respect of the Goods or any other Goods supplied at any time by the Company to the Customer for any reason whatsoever) or if the Company has bona fide doubts as to the solvency of the Customer.
b) The Customers power of sale shall automatically cease if a receiver is appointed over any of the assets or the undertaking of the Customer or a winding up order is made against the Customer or if the Customer goes into voluntary liquidation (otherwise than for the purpose of reconstruction or amalgamation) or call a meeting or makes any arrangement or composition with creditors or commits any act of bankruptcy.
c) Upon determination of the Customer’s power of sale under b and c above, the Customer shall place the Goods and the new products, at the Company’s disposal. The Company shall be entitled to enter the premises of the Customer for the purpose of removing the Goods and then to remove such Goods from the premises (including severance from the realty where necessary)
13 Lien
The Company shall have a general lien on all goods and property of the Customer in the possession of the Company in respect of sums outstanding and due from the Customer to the Company under this and any other Contract between the Customer and the Company. The Company may after giving fourteen working days’ notice to the Customer of the intention to do so, dispose of the Goods and property and use the proceeds of sale against due sums.
14 Termination
a) The Customer is not entitled to terminate the Contract without the written consent of the Company.
b) The Company is entitled to terminate the Contract if the Customer is in breach of Contract with the Company and fails to remedy that breach within fourteen working days of the Company’s notice to do so, whether the breach is capable of remedy or otherwise.
c) The Company is entitled to terminate the Contract if the Company has bona fide doubts as to the solvency of the Customer.
d) The Company is entitled to terminate the Contract if a receiver is appointed over any of the assets or the undertaking of the Customer or a winding up order is made against the Customer or the Customer goes into voluntary liquidation (otherwise than for the purpose of reconstruction or amalgamation) or calls a meeting of or makes any arrangement or composition with creditors or commits any act of bankruptcy.
e) Where the Contract has been terminated in any of the sub clauses, (a – d),the Customer shall be liable to pay the Company the Contract price for any work done by the Company prior to termination and/or to reimburse the Company for any expenses arising from such termination.
15 Severance
If at any time one or more of these conditions or any part thereof is held to be or becomes invalid, illegal, or unenforceable in any respect under any applicable law, the validity and enforceability of the remaining conditions shall not in any way be affected or impaired thereby.
16 Clerical Errors
The Company reserves the right to correct any typographical or clerical errors made at any time by its Employees, Suppliers or Contractors.
17 Proper Law
Any Contract between the Company and the Customer shall be subject to and governed by English Law. The English Courts will have exclusive jurisdiction, save for the enforcement against a Customer who has assets or who carries on business outside England and Wales, in which case the Court having jurisdiction in the place of these assets or the carrying out of business shall have jurisdiction for enforcement. It is not intended that any third party shall be entitled to any benefit afforded by these conditions or this Contract. All sums due are payable in Pounds Sterling at the Company’s trading address.