Terms and Conditions of Sale of www.embroiderybadge.uk
These Terms and Conditions of Sale, including without limitation any applicable policies and disclaimers (altogether hereinafter referred to as the “Terms of Sale”), shall be construed as a legal contract between you and EmbroideryBadge, a trademark registered, run and owned by Net Digitizing UK Ltd., a company incorporated and existing under the laws of the United Kingdom, with address at 153 high street, Sovereign House (Ground floor), Brentwood – Essex, CM14 4SD, United Kingdom.
EmbroideryBadge strongly advises and recommends all prospect Purchasers of any Goods to read and know these terms for browsing and further use of the Website, and particularly, before the purchase of any Goods.
1. GENERAL TERMS
1.1 These terms shall rule over your use, quotation and ordering on the EmbroideryBadge websites, pursuant to your following and compliance with the terms and conditions determined herein.
1.2 Any words which are expressed in the singular shall also incorporate the plural, and the plural shall also incorporate the singular.
1.3 The headings of these Terms of Sale shall not affect the interpretation of the terms and conditions included in the Section they refer to.
1.4 When either the Supplier or the purchase is referred to in these Terms of Sale, it shall be construed that their successors and assigns are equally reached by such reference.
2.1 “Goods” shall mean those items, whether of the shelf or custom made, which are being purchased by Purchaser and sold by the Supplier, pursuant to a Work Order.
2.2 “Purchaser” shall be used to refer the individual or corporate body or similar entity which engages the Supplier to purchase the Goods.
2.3 ” Supplier” shall mean EmbroideryBadge and the Company which owns it.
2.4 “Purchase Order” shall be the final contract which describes the quantity and price of any purchased Goods.
2.5 “Agent” shall mean the intermediary who contracts with Supplier and receives the goods in representation of a third party.
2.6 “User” shall mean all persons, either as individuals or in representation authority of entities or other corporate bodies which enter the Website. Users may from time to time, without limitation, include Purchasers.
2.7 “Quotation Request” shall be the requirement made to Supplier by a User of the costs and delivery time of therein indicated Goods by means of e-mail and/or the online platform.
2.8 “Quotation” shall be document made by Purchaser in response of a Quotation Request of a User, which specifies the cost and approximate time of manufacture and shipping.
2.9 “Mock-Up” shall be the redrawn digital image sent by Supplier to a providing User.
2.10 “Setup Fee” shall be the fixed advance paid by Purchaser to Supplier which covers the costs of manufacturing of a Custom Sample.
2.11 “Custom Sample” shall be the manufactured sample of what the final product will look like, sent to the Purchaser.
2.12 “Final Approval” shall be the final consent of the Purchaser of the Custom Sample, which shall commence manufacture of the purchased Goods.
3. PURCHASE AND SALE
3.1 Subject to the compliance of Purchaser with this Agreement, Purchaser may purchase any available Goods or have custom Goods manufactured and shipped by Supplier.
3.2 The sending of a Quotation by Supplier pursuant to a Quotation Request by Supplier shall not be construed as a contractual offer from Supplier.
3.3 The confirmation of a Purchase Order after the verification of a Custom Sample shall be construed as the final Approval of the Purchaser of the goods. If Purchaser waives the payment of the Setup Fee or the receival of the Custom Sample, Purchaser shall accept all risks of the final Goods delivered to Purchaser.
3.4 Purchase Orders shall be construed as accepted by Supplier only when Payment has been processed, notwithstanding any other arrangements agreed on in writing.
3.5 Purchaser shall make sure that the final Purchase Order after the Final Acceptance is accurate and that it does not hold incomplete information or contains errors regarding the description and quantity of any Goods.
4.1 No variation of any purchased Goods under the terms and conditions of these Terms of Sale shall be made unless Supplier authorizes or agrees on them in writing.
4.2 Some variations in the manufacture process may be made by Supplier, from time to time, pursuant to regulatory and statutory changes, or in changes applied to the manufacturing process, provided that such variations do not affect the final deliverable Goods.
5. PASSING OF RISK AND DELIVERY
5.1 Unless agreed on differently in writing by the parties hereto, the delivery of any Purchase Goods and/or Custom Sample shall be made at the address first provided by the Purchaser.
5.2 It shall be interpreted that a delivery is completed when the Goods or Custom Sample arrive at the Purchaser’s provided Address.
5.3 Delivery times expressed by Supplier are estimations based on former business. These times are made only for informational purposes, and the Purchaser and Supplier agree that the delivery time is not of the essence for these Terms of Sale and the purchase itself. Furthermore, Purchaser states to agree that delivery times may mostly not be under direct control of the Supplier.
5.4 Risk in and of the Goods shall pass onto Purchaser once they have been delivered, or if Purchaser fails to accept the delivery, even if the Purchaser were an intermediary of an agent.
5.5 Any liability of the Supplier which arises from the default of the delivery, shall be limited to the total expenses made by Purchaser pursuant to a Purchase Order.
5.6 In the event that Purchaser is not able to receive, does not provide or provides an unclear address, or otherwise fails or does not accept the delivery, Supplier may store the Goods until they are delivered, and charge reasonable storing fees to Purchaser.
6. PRICE AND PAYMENT
6.1 The price of the Goods requested in the Quotation Request by Purchaser, shall be those determined in the Quotation made by Supplier.
6.2 Unless the order were from within the mainland United Kingdom, all the purchased Goods of a Purchase Order shall be subject to delivery costs.
6.3 Every Quoted (and non-quoted, if applicable) shall be subject to VAT, at the time of invoicing, including also any delivery costs.
6.4 Any Quotations made by Supplier shall be valid for a period of ten (10) days for the Purchaser to proceed.
6.5 The Setup or sampling fees Fee is non-refundable, unless agreed differently between the parties in writing.
6.6 Supplier shall retain all rights to charge interests on any overdue amounts unpaid for more than thirty (30) days, whenever applicable.
6.7 Notwithstanding the previous sub-section, Purchaser shall be liable of any costs and expenses which the Supplier makes, including reasonable legal fees, when enforcing any rights to recover any owed outstanding amounts from Purchaser.
6.8 Any default of payment from the Purchaser shall affect the passing of the title of the Goods to Purchaser, until such overdue balance is completed.
Purchasers which are holders of credit accounts with the Supplier may enter into special terms, provided such terms are previously approved by Supplier in writing.
For smaller order quantities , the payment has to be made upfront at the time of placing the orders, In this case a mock-up will be sent for first approval, after the first approval if any changes are requested these will be chargeable.
7. MOCKUP AND CUSTOM SAMPLE
7.1 For the manufacture of custom Goods, Purchaser shall provide Supplier with a clear image for the Supplier to digitalize, and send back electronically to Purchaser as Mock-Up, which intends to show the image which shall be used for manufacture and must be approved by Purchaser expressly.
7.2 After the Mock-Up is approved by Purchaser, Purchaser may either:
7.2.1 Complete the payment of a Setup Fee which will entitle Purchaser to receive a Custom Sample to Purchaser’s provided address; or
7.2.2 Waive the right to be sent a Custom Sample.
7.2.3 the Purchaser may be asked to make complete payment of the total order value depending on the type of badge and quantities involved
7.3 The Mock-Up is to be an approximation of the image sent by Purchaser, and may vary slightly due to different screen settings, brightness, and other factors which may influence the resulting Goods or Product Sample, which also shall not be liability of Supplier whatsoever.
7.4 If the event described in 7.2.2 occurs, Purchaser waives the right to claim any differences between the image sent, the Mock-Up and/or the resulting Goods.
7.5 Supplier shall only be obligated to start the manufacture process when the Purchaser has sent Supplier written approval of the Mock-Up and one of the events described in 7.2 have occurred.
7.6 VARIATIONS AND DIFFERENCES BETWEEN THE SENT IMAGE, THE MOCK-UP, THE CUSTOM SAMPLE AND GOODS MAY FROM TIME TO TIME OCCUR DUE TO TECHNICAL REASONS; SUPPLIER SHALL NOT BE LIABLE FOR SUCH VARIATIONS AND DIFFERENCES, PROVIDED THAT SUCH DIFFERENCES ARE OUTSIDE OF SUPPLIER’S REASONABLE CONTROL.
7.7 By the sending of the image for the Mock-Up to be made by Supplier, Purchaser warrants Supplier that Purchaser holds ownership and/or all rights and licenses to use and have such image transformed into the Goods, and that no third party proprietary rights is being breached.
7.8 If Supplier in good faith suspects that any copyright, trademark or similar intellectual property rights are being breached, or may be breached, Supplier shall have the right to reject such image due to possible copyright and/or trademark infringement, or possible misuse of the image and the Goods to be manufactured.
8. CLAIMS, RETURNS AND REPLACEMENT.
8.1 If any claim arises in relation to an invoice, pursuant of a Purchaser Order, such claim must be made five (5) working days after the date of the invoice. After this time, Purchaser shall be responsible and liable for the payment of the total amount of the invoice.
8.2 Claims after the order has been placed shall not be accepted, unless the Goods arrived damaged or due to an internal error the Goods are different than those which were ordered by Purchase.
8.3 Return of Goods by Purchaser shall only be processed by Supplier if the Goods are notoriously different from the Custom Sample or were defective at the moment they left the Supplier’s premises.
8.4 Purchaser shall absorb the return shipment costs until the Supplier determined the nature of the return and the occurrence of any of the events of sub-section 8.3.
8.5 The only remedy available to Purchaser if the event of 8.3 occurs shall be the replacing of the Goods for other Goods.
8.6 IN NO EVENT SHALL SUPPLIER ACCEPT RETURNS OR MAKE REPLACEMENTS IF THE GOODS WERE SIMILAR TO THE CUSTOM SAMPLE OR WHEN THE RIGHT TO REQUEST A CUSTOM SAMPLE WAS WAIVED. IT IS CONSTRUED THAT THE FINAL ACCEPTANCE OF THE PURCHASER AFTER THE RECEIBING OF THE CUSTOM SAMPLE OR THE DECISION TO WAIVE THE RIGHT TO RECEIVE A CUSTOM SAMPLE IS DEFINITIVE, AND THAT ALL RISKS OF DIFFERENCES BETWEEN THE IMAGE SENT BY PURCHASER, THE MOCK-UP AND THE CUSTOM SAMPLE, ARE ABSORBED BY PURCHASER. SUPPLIER SHALL NOT BE LIABLE FOR DIFFERENCES OF THE SENT IMAGE AND THE GOODS AFTER A CUSTOM SAMPLE HAS BEEN SENT AND APPROVED.
8.7 Claims relating to non-delivery must be made by Purchaser within one calendar Month from the moment the Goods were dispatched by Supplier.
8.8 Other claims must be made within a period of (5) days from the receipt of the Goods.
8.9 Supplier shall not accept the returned Goods of they have been in any way altered, have stitches, have been damaged.
9. LIMITATION OF LIABILITY
9.1 Supplier shall not be liable to Purchasers for any direct or indirect damage, or special or consequential loss, for expenses, costs, and other similar legal claims for compensation of any kind, in relation to the terms and conditions determined herein or the sale and/or delivery of any purchased Goods, and the entire liability which of Supplier may not surpass the total cost of the ordered Goods.
9.2 Additionally, Supplier shall not be liable to purchaser, in the following events which are beyond the reasonable control of Supplier:
9.2.1 Force Majeure or Acts of God, accidents, and similar events.
9.2.2 In case of war or the mere threat of it, insurrection, sabotage, civi wars or disturbance and/or requisition.
9.2.3 Compliance with laws, statues, bylaws, or any other similar legal acts or regulatory or governmental authority, including parliament, law enforcement and/or local authority.
9.2.4 Strikes, boycotts, labour force halt, lockouts, embargoes and similar events.
9.2.5 Problems with the provision of raw materials, minerals, water, power supply and general breaking of machinery required to provide and supply the purchased Goods.
9.3 Purchaser furthermore states to understand and accepts that the variations in of tone, colour, brightness and other details related to imagery is something which always occurs with Goods which are made from a digital file, and Supplier shall not be labile for such variations.
10. GOVERNING LAW
The Work Order shall be governed by the laws of England and be subject to the exclusive jurisdiction of the English Courts.
Purchaser shall keep Supplier indemnified and hold harmless against and any costs arising out of Purchaser’s breach of the terms and condition of these Terms of Sale, including any loss or damage Supplier may suffer from such breach or the failure of Purchaser to meet any of the obligations determined herein.
Purchaser and Supplier shall keep confidence of any delicate and important information which is disclosed during their relation, including commercial and technical information, unless a court order or a similar document specifically requires the recipient party to make such disclosure. Such information will not be disclosed to third parties, and may only be disclosed to those agents, employees, representatives and/or officers to meet the obligations created herein.
These Terms of Sale, and all the rights and licenses granted by Supplier hereunder, are not to be transferred by any users onto, or in favour of any third parties, unless previous written authorization and consent has been extended by Supplier. Users and Purchasers acknowledge and agree that Supplier may transfer and assign the obligations and rights determined in these Terms of Sale to any affiliates or subsidiaries, or to any eventual successors, without having to notice Users in advance.
These Terms as a whole shall inure to the benefit of, and be binding upon, each of the parties any of Supplier affiliates or assignees, including but not limited to owners, authorized parties, drivers, agents, companies and Service Providers, or mere advertising parties, as well as any authorized assignees of the User. You acknowledge having read these Terms before accepting them, and declare that you have all and complete authority to accept and enter into these Terms.
15. ENTIRE AGREEMENT
These Terms constitute the entire agreement and contract between Supplier and Purchaser or User concerning the subject matter hereof, and they may only be modified by a written amendment signed by an authorized executive of Supplier.
In case these Terms of Sale become available in a language different its original language (U.K. English), this original version shall govern over any translated versions, should there be any discrepancies or differences of interpretation.
If any provision of these Terms shall be deemed unlawful, void or for any reason unenforceable, then that provision shall be deemed severable from these Terms and shall not affect the validity and enforceability of any remaining provisions.
For the purposes of what is determined in these Terms of Sale, all the communications between the Purchaser and the Supplier shall be made in writing and either sent through post o by e-mail. Both parties consent to the use of e-mail for their main communications.