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Terms and Conditions 2010
Buyers, Agents and Licensees: Terms & Conditions of Sale
kuul kuvers 2010
1. Description of the terms used in these Terms & Conditions of Sale
1.1 “Buyer", “buyers”, “purchaser”, “purchasers”, "licensee", "licensees", "customers", and 'clients" means any individual, firm, company or other party whose order/contract for kuul kuvers goods or services is accepted by the seller.
1.2 "Seller", “sellers” and “Buzzword” is Buzzword UK Ltd, (Regd office) 233 Regents Park Road, London, N3 3LF, UK (Company Registration Number 3905801, England, 2000).
1.3 "Agents", “agent” is individuals and companies’ acting as an agent on behalf of the seller or buyer and may include, but is not restricted to: distributors, wholesalers, retailers, licensees, advertising agencies, agents, promotional companies and marketing companies.
1.4 "Goods" and “kuul kuvers” is the products and services including any parts of them, which the seller is to supply to the buyer in accordance with the contract between the buyer and seller.
1.5 "Services", and "design services' are any services, created designs, artwork, consultancy work and deliveries supplied by the seller to the buyer in fulfilling the contract.
1.6 “Price”, “prices” are the price or prices for goods and services specified in the seller’s brochures, publicity materials, websites and online price lists and on accepted buyer’s contracts agreed for such goods and services. (All prices are subject to the provisions of clauses 2.2, 4.1, 4.2, 4.3 & 4.5 below).
1.7 “Terms & Conditions of Sale" and “T & C” are the Terms and Conditions of Sale set out in this document, which apply to all orders and contracts between buyers and sellers for kuul kuvers and services. In the event of any special terms and conditions requested by the buyer these special terms and conditions will not apply unless they are agreed in writing between buyer and seller.
1.8 "Contract", “Order”, “purchase” is a contract agreed between the buyer and seller for the sale and purchase of the goods or services and shall incorporate and be subject to these Terms and Conditions of Sale.
1.9 "Writing", “Written” and “online” include facsimile transmissions, electronic mail, handwritten or typed documents and comparable means of communication.
1.10 “Style guide”, “Style guide format” and “Acceptable Formats” are technical drawing(s) of kuul kuvers with specifications for the location of advertising copy, text, logos, trim marks and IP marks.
1.11 Any reference in these Terms & Conditions of Sale to any provision of a statute shall be construed as a reference to that provision as amended, re-enacted or extended at the relevant time.
1.12 The headings in these Terms & Conditions of Sale are for convenience only and shall not affect their interpretation.
2. Basis of Sales
2.1 The seller shall sell and the buyer shall purchase the goods and services in accordance with any contract or order from the buyer which is accepted by the seller subject to the T & C which shall govern the contract to the exclusion of any other terms and conditions.
2.2 Price quotations, printed, published or orally issued to the buyer by the seller may be withdrawn or varied at any time and unless otherwise specified may be automatically withdrawn after 30-days. Generally no binding contract shall exist until the buyer’s order has been accepted and confirmed by the seller.
2.3 No variation of these Terms and Conditions of Sale shall be binding unless agreed in writing between seller and buyer.
2.4 Any advice or recommendations given by the seller or its employees or agents to the buyer or its employees or agents is to be accepted by the buyer as best effort or endeavours but shall not cause the seller to be held liable for the consequences of the buyer or its employees or agents following such advice or recommendations.
2.5 Any samples, illustrations or descriptive material including but not limited to particulars of colour, shade and pattern and other information contained in the seller’s visuals, website(s), proofs or similar or elsewhere shall not form part of the contract and shall be treated as approximate and for guidance only unless specifically stated otherwise.
2.6 The seller may at its discretion from time to time vary the specifications of the goods or services from that advertised without notice to the buyer provided that any such variations do not constitute material alterations to the goods or services.
2.7 That notwithstanding (2.6) the seller undertakes to notify the buyer or the buyer’s agent in the event that changes to the specification of the goods or services is necessary after the contract has been entered into. Such communication shall be verbal or in writing at the discretion of the seller.
3. Orders and Specifications
3.1 All buyers’ orders will be acknowledged by the seller.
3.2 Buyer shall be responsible to the seller for ensuring the accuracy of the order (including all specifications) submitted and for any necessary information relating to the goods or services within a sufficient time to enable the seller to complete the contract.
3.3 The quantity, quality and description of any specification for the goods shall be those set out in the buyer’s order provided the order has been accepted by the seller.
3.4 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 (including loss of profit), costs (including the costs of all labour and materials used), damages, charges and expenses incurred by the seller as a result of cancellation.
3.5 If a buyer’s request for a change to a customized order does not reach the seller in sufficient time and prior to commencement of printing the order the buyer agrees to accept goods made in accordance with the original order.
3.6 If a buyer’s request for a change to an order for pre-printed kuul kuvers does not reach the seller before a shipment is due to leave the factory or warehouse, the buyer agrees to accept the order in accordance with the original order.
3.7 If the goods are to be printed or any processes to be applied to the goods by the seller in accordance with a specification submitted by or agreed by the buyer, the buyer shall indemnify the seller against all loss, damages, costs and expenses, awarded against or incurred by the seller in connection with or paid or agreed to be paid by the seller in settlement of any claim for infringement of any patent, copyright, design, trademark or any other industrial or intellectual property rights of any other person which results from the seller’s use of the buyer’s specification.
3.8 The buyer warranties the seller that the buyer has the right to publish the contents of the advertisement(s), without infringement of any rights of any third party including, without limitation, intellectual property rights and copyrights etc.
3.9 The buyer warranties the seller that the buyer has complied with relevant Codes of Practice issued by the relevant Advertising Standards Authority and all other relevant industry Codes of Practice in respect of printed advertising on goods supplied by the seller.
3.10 The buyer warranties the seller that the buyer will be fully responsible for the terms (including, without limitation, product description, price and compliance with all applicable laws and regulations) of any contract for the sale of goods or services to customers who have seen advertisement(s) displayed on kuul kuvers supplied by seller to the buyer.
3.11 The buyer accepts that as a result of the materials used, exact pantone colours cannot be guaranteed and accepts that the seller cannot guarantee exact colour matches. Nonetheless, the seller agrees to use best endeavors to ensure that the colours match is a close as is practicable given the type of material used in the manufacturing and printing processes for kuul kuvers.
3.12 Whenever the seller has been requested to create designs for buyer electronic PDF proofs of artwork will be sent to buyer for approval and no responsibility will be accepted for any errors in proofs that have not been corrected by the buyer.
3.13 Buyer’s alterations to the original copy/artwork after the seller has provided the first proof will be incur extra fees for such alterations and for each additional alteration and proof copy requested.
3.14 Unless requested by the buyer, all artwork materials supplied by the buyer will be retained by the seller for a maximum 12-month and will then be destroyed.
4. Price of Goods and Services
4.1 Prices quoted by seller, published on seller’s website(s), brochures and on confirmed orders for kuul kuvers include seller’s standard wrapping and packaging. Large quantities include cartons. Prices will be quoted for special packaging requirements.
4.2 All seller prices are quoted for immediate acceptance and are subject to change without notice.
4.3 Prices quoted and published are subject to revision in the event of errors, omissions or increases in costs incurred by the seller between the date of confirmation of orders and the date of delivery.
4.4 All non-contract orders will be pre-paid online at the prices in effect at the time of placing orders.
4.5 In addition to the rights of the seller under Clause 4.3 hereof the seller reserves the right by giving notice to the buyer at any time before delivery, to increase the price of the goods to reflect any increase in the cost to the seller which is due to any factor beyond the control of the seller (such as, without limitation, any significant increase in the costs of labour, raw materials or other costs of manufacture) any change in delivery dates, quantities or specifications for goods which is requested by the buyer, or any delay caused by instructions of the buyer or failure of the buyer to give the seller accurate information or instructions.
4.6 All prices quoted by the seller in brochures, price lists, publicity materials and websites do not include postage, delivery, shipping or airfreight costs.
4.7 All prices quoted by the seller in brochures, price lists, publicity materials and websites are exclusive of any applicable value added taxes, import taxes, local taxes and /or retail taxes which the buyer shall be additionally liable to pay to local or national government departments outside the European Community.
4.8 In the event of the buyer requiring delivery at a time earlier than the date specified by the seller from time to time the seller shall be entitled to add the extra charge for priority deliveries.
5. Payment Terms
5.1 All buyers will be required to pay in advance and will receive an online pro forma invoice as confirmation that the seller has accepted their order.
5.2 Subject to any special terms agreed in writing between the buyer and seller, the seller shall pro forma invoice the buyer online with the price of goods and delivery charges and request full payment in advance of delivery of the goods and services. The time of payment shall be the essence of the contract. All accepted and confirmed orders must be paid in full without deduction in respect of any set-off or counter-claim costs or credits.
5.3 If the buyer fails to make any payment due within 10-working days then without prejudice to any other right or remedy available to the seller, the seller shall be entitled to:
5.3.1 cancel the contract and suspend any further deliveries to the buyer;
5.3.2 appropriate any payment made by the buyer to such of the goods (or the 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); and
5.3.3 charge the buyer interest (both before and after any judgment) on the amount unpaid, at the rate of four-per-cent per annum over the base rate for the time being of Barclays Bank PLC (such interest being deemed to accrue from day-to-day and being compounded on the last day of each calendar month) until payment is made.
6. Methods of payments
6.1 All payments can be made through Paypal’s Secure Online payment system.
6.2 Payments must be made in GB pounds sterling.
6.3 Payments can be made by cheque - allow 7-10 days for posting and bank clearance for posted cheque payments.
6.4 Payments can be made by money draft and bank transfer to the seller’s International bank account (supplied on request).
7. Delivery
7.1 The seller shall make delivery of the ordered kuul kuvers to the delivery address requested by the buyer or the buyer’s agent.
7.2 The seller shall endeavor to deliver the goods by the date quoted for delivery but such date is not guaranteed nor shall the time for delivery be of the essence of the contract, unless previously agreed by the seller in writing. The date quoted for delivery shall be extended by a reasonable period if there is any delay caused by industrial dispute or by any cause beyond the reasonable control of the seller such as, but not limited to loss in transit. The goods may be delivered by the seller in advance of the quoted delivery date upon giving reasonable notice to the buyer.
7.3 Where the goods are to be delivered in installments, each delivery shall constitute a separate contract and failure by the seller to deliver any one or more of the installments in accordance with the contract or any claim by the buyer in respect of any one or more installments shall not entitle the buyer to treat the contract as a whole as repudiated.
7.4 If notwithstanding that the seller has used it’s best endeavors the seller fails to deliver or dispatch the goods or to complete the order by the date or dates, such failure shall not constitute a breach of the contract and the buyer shall not be entitled to treat the contract thereby repudiated or to rescind the contract in whole or in part or claim compensation for such failure or for any consequential loss or damage resulting thereof.
7.5 If the seller fails to deliver the goods for any reason other than any cause beyond the seller’s reasonable control or the buyer’s fault, and the seller is accordingly liable to the buyer. The seller’s liability shall be limited to any reasonable additional costs (if any) incurred by the buyer to substitute the goods, provided such goods are available from a local supplier and are of the same specification and can be delivered in advance of any remedy or alternative offered by the seller. In the event that no alternative local supplier can be located, then the seller’s liability shall be limited to any costs incurred in the production of the artwork, provided the costs have been previously advised to the seller.
7.6 If the buyer fails to take delivery of the goods or fails to give the seller adequate delivery instructions at the time stated for delivery (otherwise than by reason of any cause beyond the buyer’s reasonable control or by reason of the seller’s fault) then without prejudice to any other right or remedy available to the seller, the seller may
7.6.1 store the goods until actual delivery and charge the buyer for the reasonable costs (including insurance) of storage; or
7.6.2 Advise the buyer in writing that the order is available for delivery and should the buyer fail to make alternative arrangements for receipt of the order within 10-working days, that the order will be disposed of and that any additional costs and expenses incurred by the seller as a direct consequence will be recovered from the buyer and shall become due immediately for payment.
7.7 Obtaining import/export licenses or other authority required for delivery of buyers goods shall be the responsibility of the buyer.
7.8 If the seller is instructed by the buyer to send the order by any means other than the seller’s usual mode of delivery, any additional cost will be charged to the buyer.
8. Inspection of Delivered Goods
8.1 All materials utilized in the production and manufactures of kuul kuvers are designed to perform the function for which they are produced. When kuul kuvers are incorporated into other assemblies and uses, the buyer is responsible for performing his/her own qualification tests for proper selection and use of kuul kuvers.
8.2 Seller’s liability extends only to replacement or credit for kuul kuvers produced, sold or distributed by seller and deemed to be defective after notification, as set out in these T & C, and inspected by seller. No other warranty, guarantee or liability is expressed or implied except as detailed in writing and signed by an executive officer of Buzzword UK.
8.3 The bill of lading attached to seller’s invoice indicates that the shipment has been delivered in First Class condition to the transportation company and that they (the transportation company) are responsible for any loss or damage in transit.
8.4 In as much as damage in transit is beyond seller’s control and is the responsibility of the carrier, the seller requests that buyers instruct its receiving personnel either not to accept such damaged cartons, and/or to note on the transportation company’s delivery receipt the number of damaged cartons, the damaged cartons ID marks and the extent of the damage.
8.5 When buyer’s goods are accepted from the carrier without being physically checked, the delivery note or book of the carrier must be signed by the receiving buyer or his agent as “not checked”.
8.6 In the event of concealed damage, i.e. not apparent from the outside appearance of the carton(s), the buyer must inform the carrier in writing that the carrier is required, within the time limit specified by the carrier from the date of delivery, to conduct an inspection of such damage.
8.7 The carrier’s inspection report is an integral part of all claims and is a major factor to the carrier in determining whether or not a particular claim will be honoured. The foregoing procedure is necessary in that if the goods themselves are unusable due to carrier damage, it is necessary for buyers to file a claim with the carrier for the costs of the damaged goods.
8.8 All such claims must be substantiated by one or more of the following:
8.8.1 The signed delivery receipt bearing the notation as to the damaged goods.
8.8.2 The carrier’s inspections report for the damaged goods.
8.8.3. Proof that the carrier was notified of concealed damage within 15* days after the shipment was delivered. *(Or within the carrier’s specified time limit for such notification).
8.9 The seller, through its customer service department, will be glad to render any assistance possible to help buyers bring such a claim to a satisfactory conclusion with the carrier. The seller will not, however, accept responsibility or accept for credit, goods damaged in this manner.
8.10 Shipment dates are to be made in accordance with seller’s estimate as stated on seller’s acknowledgement of the order or as requested by the buyer.
8.11 If by reason of unavoidable accident, default of any subcontractors, government restrictions, reason of war, act of God, fire, strikes, storm, flood, earthquake, explosion, rebellion, lockouts or other labour interferences, riots, terrorism and action of the elements or if the circumstance of a Force Majeure continues for a period of six- calendar months or longer the seller will not be held responsible for unfulfilled orders, late delivery or be in any way responsible for losses caused as a result of unfulfilled and/or late orders due to any of the above.
8.12 Should the contract become impossible to fulfill due to any points in Clause 8.11 the seller shall be entitled to cancel the contract without liability for loss or damage and without prejudice to rights accrued in respect of deliveries already made and on such cancellation the buyer shall pay to the seller all costs which the seller and/or its subcontractors have incurred or become liable for directly or indirectly in connection with its contract provided the seller will take all reasonable steps to mitigate any loss.
8.13 While every endeavor will be made to deliver quantities as ordered, surpluses or shortages – not exceeding +/- 10 per cent will occur and these will be charged or credited pro rata.
8.14 In the case of non-delivery of kuul kuvers services or products within 14-days from stated date of delivery on the contract, written notice of such non-delivery must be sent from the buyer to the seller immediately.
9. Risks and Property
9.1 Risk of damage to or loss of the goods shall pass to the buyer;
9.1.1 in the case of goods delivered at the buyer’s premises; or
9.1.2 In the case of goods delivered otherwise than at the buyer’s premises, at the time of delivery or, if the buyer wrongfully fails to take delivery of the goods, the time when the seller has tendered delivery of the goods.
9.2 Notwithstanding delivery and the passing of risk in the goods, or any other provision of these T & C, the property in the goods shall not pass to the buyer until the seller has received in cash or cleared payments in full the price of the goods and all other goods agreed to be sold by the seller to the buyer for which payment is then due.
9.3 The buyer shall not be entitled to pledge or in any way charge by way of security for any indebtedness any of the goods which remain the property of the seller, but if the buyer does so all monies owing by the buyer to the seller shall (without prejudice to any other right or remedy of the seller) forthwith become due and payable to the seller.
10. Warranties and Liabilities
10.1 Unless otherwise agreed the seller does not warrant that the goods will correspond with their specification at the time of delivery and will be free from defects in material and workmanship.
10.2 Without prejudice to clause 10.1 above, in circumstances where the seller does provide a warranty in respect of the goods, the terms of which may be stipulated by the seller from time to time, such warranty shall nonetheless be subject to the following:
10.3 The seller shall be under no liability whatsoever in respect of any defect in the goods arising from any drawing, design or specification supplied by the buyer.
10.4 The seller shall be under no liability in respect of any defect arising from fair wear and tear, willful damage, storage, negligence, failure to follow the seller’s instructions (whether oral or in writing) misuse, alteration, or repair of the goods without the seller’s approval.
10.5 Subject as expressly provided in these T & C all warranties or other terms implied by statute or common law are excluded to the fullest extent permitted by law.
10.6 Any claim which is based on any defect in the quality or condition of the goods or their failure to correspond with specifications shall (whether or not delivery is refused by the buyer) be notified to the seller within 48-hours from the date of delivery or (where the defect or failure was not apparent on reasonable inspection) within 5-days time after discovery of the defect or failure. If delivery is not refused, and the buyer does not notify the seller of any claim in accordance with the provisions of this Condition, the buyer shall not be entitled to reject the goods and the seller shall have no liability for such defects or failure, and the buyer shall be bound to pay the price as if the goods had been delivered in accordance with the Contract.
10.7 Where any valid claim in respect of any of the goods which is based on any defect in the quality or condition of the goods or their failure to meet specification is notified to the seller in accordance with these T & C, the seller shall, at its sole discretion, replace the goods (or the part in question) free of charge or refund to the buyer the price of the goods (or a proportionate part of the price or provide alternative goods or services) but the seller shall have no further liability to the buyer.
10.8 Except in respect of death or personal injury caused by the seller’s negligence, the seller shall not be liable to the buyer by reason of representation, or any implied warranty, condition or other term, or any duty at common law, or under the express terms of the contract for any consequential loss or damage (whether for loss of profit or otherwise), costs, expenses, or other claim for consequential compensation whatsoever (and whether caused by the negligence of the seller, its employees or agents or otherwise) which arise out of or in connection with the supply of the goods or their resale by the buyer, except as expressly provided in these T & C.
10.9 The seller shall not be liable to the buyer or be deemed to be in breach of the contract by reason of any delay in performing, or any failure to perform, any of the seller’s obligations in relation to the goods, if the delay or failure was due to any cause beyond the seller’s reasonable control: Acts of God, acts of terrorism, explosion, flood, tempest, fire, theft, computer breakdown or similar, or accident; Strikes, carrier delays or other industrial actions or trade disputes (whether involving employees of the seller or third parties).
10.12 The return of goods will not be accepted, under any circumstances, unless the seller or his representative shall first have had the opportunity of examining the goods and have agreed to their return.
10.13 Buyer’s property and all materials supplied by or on behalf of the buyer will be held, worked on and transported by the seller at the buyer’s risk.
10.14 The seller shall be under no obligation to the buyer to print or supply any materials, which in its opinion is or may be of an illegal or libelous nature.
11. General
11.1 Any notice required or permitted to be given by either the seller to the buyer or the buyer to the seller under these T & C shall be in writing addressed to the other party at its registered office or principal place of business or other such address as may at the relevant time have been notified pursuant to this provision to the party giving the notice. Any such notice will only be deemed to be valid if sent by post, facsimile or email and upon being acknowledged by the recipient.
11.2 No waiver by the seller of any breach of the contract by the buyer shall be considered as a waiver of any subsequent breach of the same or any other provision.
11.3 If any provision of these Terms & Conditions of Sale is held by any competent authority to be invalid or un-enforceable in whole or in part then the validity of the other provisions of these Terms & Conditions of Sale and the remainder of the provision in question shall not be affected.
11.4 The rights and remedies conferred upon the seller by clause 11.3 are in addition to and shall not in anyway prejudice, limit or restrict any other rights or remedies of the seller under this contract.
11.5 These Terms & Conditions of Sale shall be governed by and construed in accordance with English law and the parties hereby submit to the non-exclusive jurisdiction of the English courts in respect of any dispute or matter arising out of or connected with these Terms & Conditions of Sale.
12. Trademarks, Logos, Designs, Copyright IP
12.1 kuul kuvers product designs, trademarks, logos and trade names supplied as products and services to buyers remain the Intellectual Property of Buzzword UK.
13. Storage Guide
13.1 kuul kuvers are supplied in cartons containing packs of 100, 200 and 500 units. These packs must not be stacked more than two high. Stored correctly kuul kuvers shelf life will be at least 12-months from date of receipt.
13.2 kuul kuvers should be stored in dry conditions at normal room temperature. If exposed to hot (humid) i.e. kitchens, bakeries, or cold atmospheres i.e. chiller rooms, wine cellars, kuul kuvers may become damaged and not fit for purpose.
13.3 Where kuul kuvers are supplied in cartons it is recommended that kuul kuvers are kept in their packaging until required. If kuul kuvers are stored otherwise they may become damaged and unfit for use as recommended.
13.4 kuul kuvers displayed in self-service dispensers should not be exposed to extremes such as sunlight and/or rain during the day and lower temperatures during the night-time – in other words, self-service dispensers should be placed in a dry storeroom overnight.
November 2010
Buzzword UK Limited
Regd Office: 233 Regents Park Road, London N3 3LF. England
kuul kuvers 2010
1. Description of the terms used in these Terms & Conditions of Sale
1.1 “Buyer", “buyers”, “purchaser”, “purchasers”, "licensee", "licensees", "customers", and 'clients" means any individual, firm, company or other party whose order/contract for kuul kuvers goods or services is accepted by the seller.
1.2 "Seller", “sellers” and “Buzzword” is Buzzword UK Ltd, (Regd office) 233 Regents Park Road, London, N3 3LF, UK (Company Registration Number 3905801, England, 2000).
1.3 "Agents", “agent” is individuals and companies’ acting as an agent on behalf of the seller or buyer and may include, but is not restricted to: distributors, wholesalers, retailers, licensees, advertising agencies, agents, promotional companies and marketing companies.
1.4 "Goods" and “kuul kuvers” is the products and services including any parts of them, which the seller is to supply to the buyer in accordance with the contract between the buyer and seller.
1.5 "Services", and "design services' are any services, created designs, artwork, consultancy work and deliveries supplied by the seller to the buyer in fulfilling the contract.
1.6 “Price”, “prices” are the price or prices for goods and services specified in the seller’s brochures, publicity materials, websites and online price lists and on accepted buyer’s contracts agreed for such goods and services. (All prices are subject to the provisions of clauses 2.2, 4.1, 4.2, 4.3 & 4.5 below).
1.7 “Terms & Conditions of Sale" and “T & C” are the Terms and Conditions of Sale set out in this document, which apply to all orders and contracts between buyers and sellers for kuul kuvers and services. In the event of any special terms and conditions requested by the buyer these special terms and conditions will not apply unless they are agreed in writing between buyer and seller.
1.8 "Contract", “Order”, “purchase” is a contract agreed between the buyer and seller for the sale and purchase of the goods or services and shall incorporate and be subject to these Terms and Conditions of Sale.
1.9 "Writing", “Written” and “online” include facsimile transmissions, electronic mail, handwritten or typed documents and comparable means of communication.
1.10 “Style guide”, “Style guide format” and “Acceptable Formats” are technical drawing(s) of kuul kuvers with specifications for the location of advertising copy, text, logos, trim marks and IP marks.
1.11 Any reference in these Terms & Conditions of Sale to any provision of a statute shall be construed as a reference to that provision as amended, re-enacted or extended at the relevant time.
1.12 The headings in these Terms & Conditions of Sale are for convenience only and shall not affect their interpretation.
2. Basis of Sales
2.1 The seller shall sell and the buyer shall purchase the goods and services in accordance with any contract or order from the buyer which is accepted by the seller subject to the T & C which shall govern the contract to the exclusion of any other terms and conditions.
2.2 Price quotations, printed, published or orally issued to the buyer by the seller may be withdrawn or varied at any time and unless otherwise specified may be automatically withdrawn after 30-days. Generally no binding contract shall exist until the buyer’s order has been accepted and confirmed by the seller.
2.3 No variation of these Terms and Conditions of Sale shall be binding unless agreed in writing between seller and buyer.
2.4 Any advice or recommendations given by the seller or its employees or agents to the buyer or its employees or agents is to be accepted by the buyer as best effort or endeavours but shall not cause the seller to be held liable for the consequences of the buyer or its employees or agents following such advice or recommendations.
2.5 Any samples, illustrations or descriptive material including but not limited to particulars of colour, shade and pattern and other information contained in the seller’s visuals, website(s), proofs or similar or elsewhere shall not form part of the contract and shall be treated as approximate and for guidance only unless specifically stated otherwise.
2.6 The seller may at its discretion from time to time vary the specifications of the goods or services from that advertised without notice to the buyer provided that any such variations do not constitute material alterations to the goods or services.
2.7 That notwithstanding (2.6) the seller undertakes to notify the buyer or the buyer’s agent in the event that changes to the specification of the goods or services is necessary after the contract has been entered into. Such communication shall be verbal or in writing at the discretion of the seller.
3. Orders and Specifications
3.1 All buyers’ orders will be acknowledged by the seller.
3.2 Buyer shall be responsible to the seller for ensuring the accuracy of the order (including all specifications) submitted and for any necessary information relating to the goods or services within a sufficient time to enable the seller to complete the contract.
3.3 The quantity, quality and description of any specification for the goods shall be those set out in the buyer’s order provided the order has been accepted by the seller.
3.4 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 (including loss of profit), costs (including the costs of all labour and materials used), damages, charges and expenses incurred by the seller as a result of cancellation.
3.5 If a buyer’s request for a change to a customized order does not reach the seller in sufficient time and prior to commencement of printing the order the buyer agrees to accept goods made in accordance with the original order.
3.6 If a buyer’s request for a change to an order for pre-printed kuul kuvers does not reach the seller before a shipment is due to leave the factory or warehouse, the buyer agrees to accept the order in accordance with the original order.
3.7 If the goods are to be printed or any processes to be applied to the goods by the seller in accordance with a specification submitted by or agreed by the buyer, the buyer shall indemnify the seller against all loss, damages, costs and expenses, awarded against or incurred by the seller in connection with or paid or agreed to be paid by the seller in settlement of any claim for infringement of any patent, copyright, design, trademark or any other industrial or intellectual property rights of any other person which results from the seller’s use of the buyer’s specification.
3.8 The buyer warranties the seller that the buyer has the right to publish the contents of the advertisement(s), without infringement of any rights of any third party including, without limitation, intellectual property rights and copyrights etc.
3.9 The buyer warranties the seller that the buyer has complied with relevant Codes of Practice issued by the relevant Advertising Standards Authority and all other relevant industry Codes of Practice in respect of printed advertising on goods supplied by the seller.
3.10 The buyer warranties the seller that the buyer will be fully responsible for the terms (including, without limitation, product description, price and compliance with all applicable laws and regulations) of any contract for the sale of goods or services to customers who have seen advertisement(s) displayed on kuul kuvers supplied by seller to the buyer.
3.11 The buyer accepts that as a result of the materials used, exact pantone colours cannot be guaranteed and accepts that the seller cannot guarantee exact colour matches. Nonetheless, the seller agrees to use best endeavors to ensure that the colours match is a close as is practicable given the type of material used in the manufacturing and printing processes for kuul kuvers.
3.12 Whenever the seller has been requested to create designs for buyer electronic PDF proofs of artwork will be sent to buyer for approval and no responsibility will be accepted for any errors in proofs that have not been corrected by the buyer.
3.13 Buyer’s alterations to the original copy/artwork after the seller has provided the first proof will be incur extra fees for such alterations and for each additional alteration and proof copy requested.
3.14 Unless requested by the buyer, all artwork materials supplied by the buyer will be retained by the seller for a maximum 12-month and will then be destroyed.
4. Price of Goods and Services
4.1 Prices quoted by seller, published on seller’s website(s), brochures and on confirmed orders for kuul kuvers include seller’s standard wrapping and packaging. Large quantities include cartons. Prices will be quoted for special packaging requirements.
4.2 All seller prices are quoted for immediate acceptance and are subject to change without notice.
4.3 Prices quoted and published are subject to revision in the event of errors, omissions or increases in costs incurred by the seller between the date of confirmation of orders and the date of delivery.
4.4 All non-contract orders will be pre-paid online at the prices in effect at the time of placing orders.
4.5 In addition to the rights of the seller under Clause 4.3 hereof the seller reserves the right by giving notice to the buyer at any time before delivery, to increase the price of the goods to reflect any increase in the cost to the seller which is due to any factor beyond the control of the seller (such as, without limitation, any significant increase in the costs of labour, raw materials or other costs of manufacture) any change in delivery dates, quantities or specifications for goods which is requested by the buyer, or any delay caused by instructions of the buyer or failure of the buyer to give the seller accurate information or instructions.
4.6 All prices quoted by the seller in brochures, price lists, publicity materials and websites do not include postage, delivery, shipping or airfreight costs.
4.7 All prices quoted by the seller in brochures, price lists, publicity materials and websites are exclusive of any applicable value added taxes, import taxes, local taxes and /or retail taxes which the buyer shall be additionally liable to pay to local or national government departments outside the European Community.
4.8 In the event of the buyer requiring delivery at a time earlier than the date specified by the seller from time to time the seller shall be entitled to add the extra charge for priority deliveries.
5. Payment Terms
5.1 All buyers will be required to pay in advance and will receive an online pro forma invoice as confirmation that the seller has accepted their order.
5.2 Subject to any special terms agreed in writing between the buyer and seller, the seller shall pro forma invoice the buyer online with the price of goods and delivery charges and request full payment in advance of delivery of the goods and services. The time of payment shall be the essence of the contract. All accepted and confirmed orders must be paid in full without deduction in respect of any set-off or counter-claim costs or credits.
5.3 If the buyer fails to make any payment due within 10-working days then without prejudice to any other right or remedy available to the seller, the seller shall be entitled to:
5.3.1 cancel the contract and suspend any further deliveries to the buyer;
5.3.2 appropriate any payment made by the buyer to such of the goods (or the 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); and
5.3.3 charge the buyer interest (both before and after any judgment) on the amount unpaid, at the rate of four-per-cent per annum over the base rate for the time being of Barclays Bank PLC (such interest being deemed to accrue from day-to-day and being compounded on the last day of each calendar month) until payment is made.
6. Methods of payments
6.1 All payments can be made through Paypal’s Secure Online payment system.
6.2 Payments must be made in GB pounds sterling.
6.3 Payments can be made by cheque - allow 7-10 days for posting and bank clearance for posted cheque payments.
6.4 Payments can be made by money draft and bank transfer to the seller’s International bank account (supplied on request).
7. Delivery
7.1 The seller shall make delivery of the ordered kuul kuvers to the delivery address requested by the buyer or the buyer’s agent.
7.2 The seller shall endeavor to deliver the goods by the date quoted for delivery but such date is not guaranteed nor shall the time for delivery be of the essence of the contract, unless previously agreed by the seller in writing. The date quoted for delivery shall be extended by a reasonable period if there is any delay caused by industrial dispute or by any cause beyond the reasonable control of the seller such as, but not limited to loss in transit. The goods may be delivered by the seller in advance of the quoted delivery date upon giving reasonable notice to the buyer.
7.3 Where the goods are to be delivered in installments, each delivery shall constitute a separate contract and failure by the seller to deliver any one or more of the installments in accordance with the contract or any claim by the buyer in respect of any one or more installments shall not entitle the buyer to treat the contract as a whole as repudiated.
7.4 If notwithstanding that the seller has used it’s best endeavors the seller fails to deliver or dispatch the goods or to complete the order by the date or dates, such failure shall not constitute a breach of the contract and the buyer shall not be entitled to treat the contract thereby repudiated or to rescind the contract in whole or in part or claim compensation for such failure or for any consequential loss or damage resulting thereof.
7.5 If the seller fails to deliver the goods for any reason other than any cause beyond the seller’s reasonable control or the buyer’s fault, and the seller is accordingly liable to the buyer. The seller’s liability shall be limited to any reasonable additional costs (if any) incurred by the buyer to substitute the goods, provided such goods are available from a local supplier and are of the same specification and can be delivered in advance of any remedy or alternative offered by the seller. In the event that no alternative local supplier can be located, then the seller’s liability shall be limited to any costs incurred in the production of the artwork, provided the costs have been previously advised to the seller.
7.6 If the buyer fails to take delivery of the goods or fails to give the seller adequate delivery instructions at the time stated for delivery (otherwise than by reason of any cause beyond the buyer’s reasonable control or by reason of the seller’s fault) then without prejudice to any other right or remedy available to the seller, the seller may
7.6.1 store the goods until actual delivery and charge the buyer for the reasonable costs (including insurance) of storage; or
7.6.2 Advise the buyer in writing that the order is available for delivery and should the buyer fail to make alternative arrangements for receipt of the order within 10-working days, that the order will be disposed of and that any additional costs and expenses incurred by the seller as a direct consequence will be recovered from the buyer and shall become due immediately for payment.
7.7 Obtaining import/export licenses or other authority required for delivery of buyers goods shall be the responsibility of the buyer.
7.8 If the seller is instructed by the buyer to send the order by any means other than the seller’s usual mode of delivery, any additional cost will be charged to the buyer.
8. Inspection of Delivered Goods
8.1 All materials utilized in the production and manufactures of kuul kuvers are designed to perform the function for which they are produced. When kuul kuvers are incorporated into other assemblies and uses, the buyer is responsible for performing his/her own qualification tests for proper selection and use of kuul kuvers.
8.2 Seller’s liability extends only to replacement or credit for kuul kuvers produced, sold or distributed by seller and deemed to be defective after notification, as set out in these T & C, and inspected by seller. No other warranty, guarantee or liability is expressed or implied except as detailed in writing and signed by an executive officer of Buzzword UK.
8.3 The bill of lading attached to seller’s invoice indicates that the shipment has been delivered in First Class condition to the transportation company and that they (the transportation company) are responsible for any loss or damage in transit.
8.4 In as much as damage in transit is beyond seller’s control and is the responsibility of the carrier, the seller requests that buyers instruct its receiving personnel either not to accept such damaged cartons, and/or to note on the transportation company’s delivery receipt the number of damaged cartons, the damaged cartons ID marks and the extent of the damage.
8.5 When buyer’s goods are accepted from the carrier without being physically checked, the delivery note or book of the carrier must be signed by the receiving buyer or his agent as “not checked”.
8.6 In the event of concealed damage, i.e. not apparent from the outside appearance of the carton(s), the buyer must inform the carrier in writing that the carrier is required, within the time limit specified by the carrier from the date of delivery, to conduct an inspection of such damage.
8.7 The carrier’s inspection report is an integral part of all claims and is a major factor to the carrier in determining whether or not a particular claim will be honoured. The foregoing procedure is necessary in that if the goods themselves are unusable due to carrier damage, it is necessary for buyers to file a claim with the carrier for the costs of the damaged goods.
8.8 All such claims must be substantiated by one or more of the following:
8.8.1 The signed delivery receipt bearing the notation as to the damaged goods.
8.8.2 The carrier’s inspections report for the damaged goods.
8.8.3. Proof that the carrier was notified of concealed damage within 15* days after the shipment was delivered. *(Or within the carrier’s specified time limit for such notification).
8.9 The seller, through its customer service department, will be glad to render any assistance possible to help buyers bring such a claim to a satisfactory conclusion with the carrier. The seller will not, however, accept responsibility or accept for credit, goods damaged in this manner.
8.10 Shipment dates are to be made in accordance with seller’s estimate as stated on seller’s acknowledgement of the order or as requested by the buyer.
8.11 If by reason of unavoidable accident, default of any subcontractors, government restrictions, reason of war, act of God, fire, strikes, storm, flood, earthquake, explosion, rebellion, lockouts or other labour interferences, riots, terrorism and action of the elements or if the circumstance of a Force Majeure continues for a period of six- calendar months or longer the seller will not be held responsible for unfulfilled orders, late delivery or be in any way responsible for losses caused as a result of unfulfilled and/or late orders due to any of the above.
8.12 Should the contract become impossible to fulfill due to any points in Clause 8.11 the seller shall be entitled to cancel the contract without liability for loss or damage and without prejudice to rights accrued in respect of deliveries already made and on such cancellation the buyer shall pay to the seller all costs which the seller and/or its subcontractors have incurred or become liable for directly or indirectly in connection with its contract provided the seller will take all reasonable steps to mitigate any loss.
8.13 While every endeavor will be made to deliver quantities as ordered, surpluses or shortages – not exceeding +/- 10 per cent will occur and these will be charged or credited pro rata.
8.14 In the case of non-delivery of kuul kuvers services or products within 14-days from stated date of delivery on the contract, written notice of such non-delivery must be sent from the buyer to the seller immediately.
9. Risks and Property
9.1 Risk of damage to or loss of the goods shall pass to the buyer;
9.1.1 in the case of goods delivered at the buyer’s premises; or
9.1.2 In the case of goods delivered otherwise than at the buyer’s premises, at the time of delivery or, if the buyer wrongfully fails to take delivery of the goods, the time when the seller has tendered delivery of the goods.
9.2 Notwithstanding delivery and the passing of risk in the goods, or any other provision of these T & C, the property in the goods shall not pass to the buyer until the seller has received in cash or cleared payments in full the price of the goods and all other goods agreed to be sold by the seller to the buyer for which payment is then due.
9.3 The buyer shall not be entitled to pledge or in any way charge by way of security for any indebtedness any of the goods which remain the property of the seller, but if the buyer does so all monies owing by the buyer to the seller shall (without prejudice to any other right or remedy of the seller) forthwith become due and payable to the seller.
10. Warranties and Liabilities
10.1 Unless otherwise agreed the seller does not warrant that the goods will correspond with their specification at the time of delivery and will be free from defects in material and workmanship.
10.2 Without prejudice to clause 10.1 above, in circumstances where the seller does provide a warranty in respect of the goods, the terms of which may be stipulated by the seller from time to time, such warranty shall nonetheless be subject to the following:
10.3 The seller shall be under no liability whatsoever in respect of any defect in the goods arising from any drawing, design or specification supplied by the buyer.
10.4 The seller shall be under no liability in respect of any defect arising from fair wear and tear, willful damage, storage, negligence, failure to follow the seller’s instructions (whether oral or in writing) misuse, alteration, or repair of the goods without the seller’s approval.
10.5 Subject as expressly provided in these T & C all warranties or other terms implied by statute or common law are excluded to the fullest extent permitted by law.
10.6 Any claim which is based on any defect in the quality or condition of the goods or their failure to correspond with specifications shall (whether or not delivery is refused by the buyer) be notified to the seller within 48-hours from the date of delivery or (where the defect or failure was not apparent on reasonable inspection) within 5-days time after discovery of the defect or failure. If delivery is not refused, and the buyer does not notify the seller of any claim in accordance with the provisions of this Condition, the buyer shall not be entitled to reject the goods and the seller shall have no liability for such defects or failure, and the buyer shall be bound to pay the price as if the goods had been delivered in accordance with the Contract.
10.7 Where any valid claim in respect of any of the goods which is based on any defect in the quality or condition of the goods or their failure to meet specification is notified to the seller in accordance with these T & C, the seller shall, at its sole discretion, replace the goods (or the part in question) free of charge or refund to the buyer the price of the goods (or a proportionate part of the price or provide alternative goods or services) but the seller shall have no further liability to the buyer.
10.8 Except in respect of death or personal injury caused by the seller’s negligence, the seller shall not be liable to the buyer by reason of representation, or any implied warranty, condition or other term, or any duty at common law, or under the express terms of the contract for any consequential loss or damage (whether for loss of profit or otherwise), costs, expenses, or other claim for consequential compensation whatsoever (and whether caused by the negligence of the seller, its employees or agents or otherwise) which arise out of or in connection with the supply of the goods or their resale by the buyer, except as expressly provided in these T & C.
10.9 The seller shall not be liable to the buyer or be deemed to be in breach of the contract by reason of any delay in performing, or any failure to perform, any of the seller’s obligations in relation to the goods, if the delay or failure was due to any cause beyond the seller’s reasonable control: Acts of God, acts of terrorism, explosion, flood, tempest, fire, theft, computer breakdown or similar, or accident; Strikes, carrier delays or other industrial actions or trade disputes (whether involving employees of the seller or third parties).
10.12 The return of goods will not be accepted, under any circumstances, unless the seller or his representative shall first have had the opportunity of examining the goods and have agreed to their return.
10.13 Buyer’s property and all materials supplied by or on behalf of the buyer will be held, worked on and transported by the seller at the buyer’s risk.
10.14 The seller shall be under no obligation to the buyer to print or supply any materials, which in its opinion is or may be of an illegal or libelous nature.
11. General
11.1 Any notice required or permitted to be given by either the seller to the buyer or the buyer to the seller under these T & C shall be in writing addressed to the other party at its registered office or principal place of business or other such address as may at the relevant time have been notified pursuant to this provision to the party giving the notice. Any such notice will only be deemed to be valid if sent by post, facsimile or email and upon being acknowledged by the recipient.
11.2 No waiver by the seller of any breach of the contract by the buyer shall be considered as a waiver of any subsequent breach of the same or any other provision.
11.3 If any provision of these Terms & Conditions of Sale is held by any competent authority to be invalid or un-enforceable in whole or in part then the validity of the other provisions of these Terms & Conditions of Sale and the remainder of the provision in question shall not be affected.
11.4 The rights and remedies conferred upon the seller by clause 11.3 are in addition to and shall not in anyway prejudice, limit or restrict any other rights or remedies of the seller under this contract.
11.5 These Terms & Conditions of Sale shall be governed by and construed in accordance with English law and the parties hereby submit to the non-exclusive jurisdiction of the English courts in respect of any dispute or matter arising out of or connected with these Terms & Conditions of Sale.
12. Trademarks, Logos, Designs, Copyright IP
12.1 kuul kuvers product designs, trademarks, logos and trade names supplied as products and services to buyers remain the Intellectual Property of Buzzword UK.
13. Storage Guide
13.1 kuul kuvers are supplied in cartons containing packs of 100, 200 and 500 units. These packs must not be stacked more than two high. Stored correctly kuul kuvers shelf life will be at least 12-months from date of receipt.
13.2 kuul kuvers should be stored in dry conditions at normal room temperature. If exposed to hot (humid) i.e. kitchens, bakeries, or cold atmospheres i.e. chiller rooms, wine cellars, kuul kuvers may become damaged and not fit for purpose.
13.3 Where kuul kuvers are supplied in cartons it is recommended that kuul kuvers are kept in their packaging until required. If kuul kuvers are stored otherwise they may become damaged and unfit for use as recommended.
13.4 kuul kuvers displayed in self-service dispensers should not be exposed to extremes such as sunlight and/or rain during the day and lower temperatures during the night-time – in other words, self-service dispensers should be placed in a dry storeroom overnight.
November 2010
Buzzword UK Limited
Regd Office: 233 Regents Park Road, London N3 3LF. England
