Terms & Conditions

Terms & Conditions

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GENERAL TERMS AND CONDITIONS OF SALE AND DELIVERY OF IGO-POST LIMITED
Registered in England and Wales, No. 6400537. Registered office is 4 Crompton Court, Attwood Road, Burntwood, Staffordshire, WS7 3GG.

Article 1 Definitions

1.1 In these general terms and conditions the following definitions and rules of interpretation shall apply: “Supplier” means IGO-POST Limited and its affiliated companies. “Client” means: the Client, the buyer and/or the contracting party who wishes to enter into or who enters into an agreement with the Supplier or who makes the Supplier an offer. “Goods” means: the items to be delivered and/or the services to be provided by the Supplier, including advice and creative expressions. “Agreement” means: the agreement for the sale and purchase of the Goods comprising these general terms and conditions and an order or acceptance of quotation for the supply of Goods made by the Client which is accepted by the Supplier by a written acknowledgement of order or any other agreement for the sale and the purchase of the Goods incorporating these general terms and conditions.
1.2 Words in the singular include the plural and in the plural include the singular.
1.3 A reference to one gender includes a reference to the other gender.
1.4 Headings do not affect the interpretation of these general terms and conditions.

Article 2 Applicability
2.1 These general terms and conditions will apply to all offers made by the Supplier and to all agreements entered into between the Supplier and the Client.
2.2 No variation of these terms and conditions will bind the Supplier unless they have been agreed by the Supplier in writing.
2.3 In the event of any conflict between the provisions of these general terms and conditions and the provisions of any catalogues or prospectuses published or distributed by the Supplier, the conditions of these general terms and conditions shall prevail.
2.4 Any reference made by the Client to its own terms and conditions will not be accepted by the Supplier unless such is explicitly agreed in writing for each individual case.
2.5 All clauses relating to the exclusion from or limitation of liability on the part of the Supplier and to the indemnification of the Supplier against claims from third parties shall operate for the benefit of the persons in the employment of the Supplier as well as any third party for whose acts or omissions the Supplier may be liable.

Article 3 Offers and Proofs of Printing
3.1 Each order or acceptance of a quotation for Goods by the Client from the Supplier shall be deemed to be an offer by the Client to buy Goods subject to these general terms and conditions.
3.2 No order placed by the Client shall be deemed to be accepted by the Supplier until a written acknowledgement of order is issued by the Supplier or (if earlier) the Supplier delivers the Goods to the Client. In the event that payment in advance has been agreed, an order shall only be deemed to be accepted by the Supplier after the payment in advance has been received.
3.3 The Client shall ensure that the terms of its order and any applicable specification are complete and accurate.
3.4 Any quotation is given on the basis that no Agreement shall come into existence until the Supplier despatches an acknowledgement of order to the Client. Any quotation is valid for a period of 30 days only from its date, provided that the Supplier has not previously withdrawn it.
3.5 Pictures, catalogues, prospectuses, drawings and other information provided to or by the Supplier are subject to change without prior notification and will not be binding on the Supplier.
3.6 The Supplier reserves the right for reasons of continuous improvement to make modifications to the Goods at any time prior to acceptance of an order in writing by the Supplier and whether before or after receipt of any order or acceptance of a quotation for Goods made by the Client. For the avoidance of the doubt the order shall only be deemed to be accepted when the Supplier issues a written acknowledgement of the order, pursuant to Article 3.2.
3.7 If the order placed by the Client and the Supplier’s written acknowledgment of order provide for a proof of printing to be supplied, the Supplier will supply such proof of printing within the period agreed for its supply provided always that such period shall only commence on the date on which the Supplier receives from the Client the relevant materials, artwork or product to enable the Supplier to prepare such proof of printing.
3.8 In the event that the Client does not receive a proof of printing when one has been requested and fails to notify the Supplier of this within one week from the date that the Supplier agreed to provide one or the Client fails to notify the Supplier of any observations, amendments or remarks within 48 hours after receipt of the proof of printing, the Supplier shall be entitled to treat the Client’s order as definitive, to assume there are no amendments and to issue a written confirmation of the order and proceed to process the order without liability.

Article 4 Prices
4.1 Unless otherwise agreed by the Supplier in writing, the price for the Goods shall be exclusive of VAT, delivery of the Goods, warehouse or other storage location costs, exclusive of turnover tax and exclusive of insurance, and shall be in the currency as stated in the offer. All prices shall be based on the cost-determining factors applicable at the time the offer was made. The Client shall, on receipt of a valid VAT invoice from the Supplier, pay to the Supplier such additional amounts in respect of VAT as are chargeable on the supply of the Goods.
4.2 The Supplier will at all times have the right to determine that certain items will only be delivered in specific minimum quantities.

Article 5 Cancellations
5.1 No order which has been accepted by the Supplier may be cancelled by the Client except with the prior written Agreement of the Supplier and on terms that the Client shall indemnify the Supplier in full against all loss (including loss of profit) costs (including the costs of all labour and materials used, preparation, orders placed with third parties, storage and commission), damages, charges and expenses incurred by the Supplier as a result of the cancellation.

Article 6 Delivery of printed products
6.1 In the event that the Supplier receives instruction from the Client to deliver products specifically processed and/or compiled for the Client to the Client's specification, the Client will ensure that reproducible material of good quality shall be supplied directly to the Supplier for this purpose.
6.2 In the event that such specifically processed products as set out in article 6.1 above are required, the Supplier will send the Client a proof of the product specification for approval in advance if requested by the Client in writing prior to placing the order. In such case, the Supplier will undertake to submit a proof to the Client not later than five weeks after receipt of the relevant instruction and after receipt of the materials to be reproduced.
6.3 All costs relating to the printing of specifically processed products will be charged separately and such costs shall not be included in the prices agreed, unless expressly agreed otherwise.

Article 7 Consultancy work and product development
7.1 The Supplier shall endeavour to look after the Client’s interests as far as possible and will, if requested, act in an advisory capacity.
7.2 Each party undertakes that it shall not at any time disclose to any person any confidential information concerning the business, affairs, customers, clients or suppliers of the other party or of any member of the group of companies to which the other party belongs, except as permitted by article 7.3.
7.3 Each party may disclose the other party's confidential information:
7.3.1 to its employees, officers, representatives or advisers who need to know such information for the purposes of carrying out the party's obligations under these general terms and conditions. Each party shall ensure that its employees, officers, representatives or advisers to whom it discloses the other party's confidential information comply with this article 7; and
7.3.2 as may be required by law, court order or any governmental or regulatory authority.
7.4 In the event that the Client requires the Supplier to provide product development, advice regarding promotional products to be used, advice regarding creative concepts, quotations for large scale projects with printed or unprinted products, national or international market research concerning specific products or product requests regarding products not specifically described by IGO-POST Limited, the Client will, – in all cases which do not result in an actual delivery of Goods, – be obliged to pay for the work performed by the Supplier in accordance with the hourly rate agreed between the parties or in the absence thereof the usual rate applied by the Supplier.

Article 8 Inspection
8.1 If agreed in writing in advance between the Client and the Supplier, the Client shall be entitled to inspect the Goods.
8.2 If 8.1 applies the inspection shall occur in accordance with the inspection method, inspection procedures and inspection periods agreed or to be agreed between the parties in good time or, in the absence thereof, in accordance with the customary inspection method, procedures and periods of the Supplier. Inspections shall not become the cause of any delays in taking delivery.
8.3 In the event that the Supplier has informed the Client in writing within the period agreed, of the date of the inspection and the Client fails to take action on this invitation within a reasonable period of time the Goods will be deemed to have been approved.
8.4 The Supplier shall have 30 days to act on the results of the inspection and objections of the Client and shall be able to test the Goods before such Goods can be rejected or refused by the Client.

Article 9 Deliveries and delivery dates
9.1 Specified delivery dates are never to be considered firm dates, unless explicitly agreed otherwise. If delivery does not take place in time, the Supplier must therefore be given written notice of default.
9.2 The delivery period commences on the last of the following dates:
a. the date on which the Agreement was concluded,
b. the date of receipt by the Supplier of the documents, information, permits and the like, necessary for the execution of the Agreement,
c. the date of receipt by the Supplier of that which must, if necessary, be paid in advance by the Client in accordance with the Agreement,
d. the date following the date of approval of the proof.
9.3 If, in the case of specifically processed products, the Supplier delivers to the Client a quantity of Goods of up to ten percent more or less than the quantity accepted by the Supplier, the Client shall not be entitled to object to or reject the Goods or any of them by reason of the surplus or shortfall and shall pay for such goods at the price agreed.
9.4 The Supplier shall be able to deliver Goods in several consignments after prior consultation with the Client, in which respect each consignment will be payable separately.
9.5 Unless otherwise agreed in writing, delivery of Goods will take place ex warehouse. The Goods will be deemed to have been delivered by the Supplier and accepted by the Client as soon as the Goods have been offered to the Client and/or as soon as the Goods have been loaded into or on the transport.
9.6 If for any reason the Client fails to accept delivery of any of the Goods when they are ready for delivery, or the Supplier is unable to deliver the Goods on time because the Client has not provided appropriate instructions, documents, licences or authorisations:
9.6.1 risk in the Goods shall pass to the Client (including for loss or damage caused by the Company's negligence);
9.6.2 the Goods shall be deemed to have been delivered; and
9.6.3 the Supplier may store the Goods until delivery, whereupon the Client shall be liable for all related costs and expenses (including, without limitation, storage and insurance).
9.7 Neither party shall be liable for any delay in performing any of its obligations under these terms and conditions if such delay is caused by circumstances beyond the reasonable control of the party so delaying and could not have been reasonably foreseen at the date of these terms and conditions. Any party claiming that such circumstances have occurred shall give the other party full details of those circumstances in writing and, if possible, the estimated length of the delay. If the other party agrees that the circumstances fall within the provisions of this article, it shall confirm in writing that the first party shall, subject to an undertaking that such party will use its best endeavours to resume full performance without avoidable delay, be entitled to a reasonable extension of time for the performance of such obligations.
9.8 Unless otherwise agreed in writing, transport will be provided at the risk and expense of the Client, even if the carrier has explicitly determined that all transport documents must state that all damage and/or loss as a result of transport will be at the risk and expense of the sender.
9.9 Unless otherwise agreed in writing, the Supplier will choose the manner and means of transport to the best of the Supplier's knowledge, and shall not be liable for such choice. The transport costs will be borne by the Client.
9.10 In the event that the Supplier makes samples available to the Client, the Client may return the samples to the Supplier within fourteen days of receipt thereof, undamaged and in the original packaging, after which the invoice for such samples will be credited to the Client.
9.11 In the event that the Supplier shows or provides a model, sample or example, this will be for indication purposes only: the quality of the items to be delivered may differ from the sample, model or example. [The provisions of Article 8 (Inspection) will apply mutatis mutandis].
9.12 In the event that the Client fails to take delivery, the Supplier shall use reasonable endeavours to deliver the Goods to the Client. After making reasonable endeavours to deliver the Goods, the Supplier shall be entitled to dispose of the Goods or to put the Goods to another use. Any proceeds thereof will be credited to the Client after deduction of all costs incurred in connection therewith without prejudice to the right, of the Supplier to full payment of the price agreed on.
9.13 The Supplier shall ensure that each delivery of the Goods is accompanied by a delivery note which shows the date of the order, the order number, the type and quantity of the Goods (including the code number of the Goods, where applicable) and, if the Goods are being delivered by instalments, the outstanding balance of Goods remaining to be delivered.
9.14 If there is any shortage, defect or damage to the Goods apparent on delivery the Client shall make a note on the carrier’s delivery document giving details of such shortage, defect or damage and shall notify such details by registered letter to the carrier with a copy to the Supplier no later than three days after delivery,

Article 10 Complaints
10.1 Within three days from the date of delivery, the Client shall notify the Supplier in writing of any complaints relating to the Goods including any visible defaults or non conformity of the Goods with the Agreement. If the Client fails to notify the Supplier of any complaint within three days from the date of delivery, the Client shall be deemed to have accepted the Goods and the Supplier shall have no liability for any such defaults or non conformity.
10.2 Complaints concerning defects not visible on the outside must be made in writing within eight days of discovery thereof, but not more than three months from the date of delivery of the Goods.
10.3 Complaints regarding the purchase price set out on the invoices sent by the Supplier to the Client must be made in writing within eight days of the date of invoice.
10.4 In respect of services, Goods and/or raw materials provided and/or delivered by the Supplier yet procured by the Supplier from third parties, the provisions of the preceding articles will only apply in so far as and to the extent to which the third party supplier of such services, Goods and/or raw materials has offered guarantees to the Supplier.
10.5 Goods acknowledged as faulty by the Supplier will either be replaced by the Supplier or credited to the Client, to the exclusion of any other obligation of whatever kind to pay additional damages.
10.6 Goods may only be returned after written approval of the Supplier, at the risk and expense of the Client. Acceptance of returned Goods will not amount to acknowledgement of liability by the Supplier.

Article 11 Retention of title
11.1 Ownership of the Goods shall not pass to the Client until the Supplier has received in full (in cash or cleared funds) all sums due to it in respect of:
11.1.1 the Goods; and
11.1.2 all other sums which are or which become due to the Supplier from the Client on any account.
11.2 Until such time as the ownership of the Goods passes to the Client, the Client will not have the right to alienate, rent out or encumber the Goods in any manner whatsoever, except and in so far as this concerns the ordinary course of business and after the Supplier has agreed in writing, in which case the Client assigns its claim on third parties to the Supplier and will provide the deed of assignment to the Supplier on the latter’s first demand. At the Supplier’s option, the Supplier may also, in advance, demand the establishment of an undisclosed pledge.
11.3 Should the Client fail to discharge its obligations to pay the Supplier, the Client will be obliged, without further notice of default, to make the Goods owned by the Supplier available to the Supplier on demand. The Client grants the Supplier, its agents and employees an irrevocable licence at any time to enter any premises where the Goods are or may be stored in order to inspect them, or, where the Client's right to possession has terminated, to recover them.
11.4 The Client undertakes to secure the interests of the Supplier in connection with the retention of title. The Client undertakes to compensate the Supplier for such interest in the event of a calamity and to assign its claim on its insurers to the Supplier on first demand.

Article 12 Payment
12.1 Unless otherwise agreed in writing and without prejudice to the provisions of the following paragraph, payment of the invoices for the Goods shall be paid to the Supplier in full by the Client within 30 days of the date of invoice or such shorter period as the Supplier shall notify to the Client in its written acknowledgement of the order. The Client will be obliged to pay Goods even if the Client has failed to take delivery of Goods.
12.2 Unless explicitly agreed otherwise, all payments of the Client, in whatever manner effected, will in the first place be used to reduce the costs. subsequently to reduce the interest due and finally to reduce the principal sum of the invoices left unpaid.
12.3 The Client shall make all payments due in full without any deduction whether by way of set-off, counterclaim, discount, abatement or otherwise unless the Client has a valid court order requiring an amount equal to such deduction to be paid by the Supplier to the Client.
12.4 The Supplier will at all times, before delivering or continuing to deliver, have the right to require advance payment or security, to an extent considered sufficient by the Supplier, for the fulfilment of the Client's obligations to pay. The Supplier will have the right to suspend further deliveries should the Client fail to satisfy this request, which will apply in the event that a fixed delivery date has been agreed without prejudice to the right of the Supplier to demand compensation for loss due to late and/or non performance of the Agreement.
12.5 In the event that the Client fails to pay within the period of time agreed, the Supplier shall be entitled to charge interest on the amount unpaid from the due date for payment, at the rate of 8 per cent per annum above the Barclays Bank Plc base rate, accruing on a daily basis until payment is made in cleared funds, whether before or after any judgment and the Supplier shall be entitled to recover from the Client on demand any costs and expenses (including legal fees and disbursements and expenses of any debt recovery agent) that the Supplier may incur in seeking to recover any overdue amount.
12.6 Should the Client fail to comply with its obligations under this article 12, all outstanding debts owed by the Client to the Supplier will,
from the moment of such failure, become immediately due and payable.

Article 13 Liability
13.1 The Supplier's total liability in contract, tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise, arising in connection with the performance or contemplated performance of the Agreement shall be limited to the Agreement price. The Supplier shall not be liable to the Client for loss of profit, loss of business, or depletion of goodwill in each case whether direct, indirect or consequential, or any claims for consequential compensation whatsoever (howsoever caused) which arise out of or in connection with the Agreement.
13.2 In the event that the Client resells, delivers, pledges or in any other manner, under whatever title, whether or not for consideration or otherwise and whether in use or otherwise, transfers or makes available to a third party Goods, in respect of which the Supplier has informed the Client, stating the reasons, that the Supplier has doubts with regard to their quality, the Client will be obliged to indemnify the Supplier against all claims from third parties relating to damage and/or loss that may occur due to or in connection with items delivered by the Supplier to the other party.
13.3 The Client will be obliged to indemnify the Supplier against all costs and damage and/or loss the Supplier may incur or sustain on account of an action being brought against the Supplier by a third party, relating to a fact in respect of which liability vis-à-vis the Client has been excluded in these general terms and conditions.
13.4 Nothing in these conditions excludes or limits the liability of the Supplier:
13.4.1 for death or personal injury caused by the Supplier's negligence; or
13.4.2 under section 2(3), Consumer Protection Act 1987; or
13.4.3 for any matter which it would be illegal for the Supplier to exclude or attempt to exclude its liability; or
13.4.4 for fraud or fraudulent misrepresentation.

Article 14 Force Majeure
14.1 The Supplier reserves the right to defer the date of delivery or to cancel the Agreement or reduce the volume of the Goods ordered by the Client (without liability to the Client) if it is prevented from or delayed in the carrying on of its business due to circumstances beyond the reasonable control of the Supplier including, without limitation, acts of God, governmental actions, war or national emergency, acts of terrorism, protests, riot, civil commotion, fire, explosion, flood, epidemic, lock-outs, strikes or other labour disputes (whether or not relating to either party's workforce), or restraints or delays affecting carriers or inability or delay in obtaining supplies of adequate or suitable materials, provided that, if the event in question continues for a continuous period in excess of three months, either party shall be entitled to give notice in writing to the other party to terminate the Agreement.

Article 15 Termination
15.1 Without prejudice to any rights that have accrued under this Agreement or any of its rights or remedies, the Supplier may terminate this Agreement without liability to the Client on giving the Client not less than 14 days written notice or immediately (or following such notice period as it sees fit), by giving written notice to the Client if:
15.1.1 the Client fails to pay any amount due under this Agreement on the due date for payment and remains in default not less than 14 days after being notified in writing to make such payment; or
15.1.2 the Client commits a material breach of any material term of this Agreement and (if such breach is remediable) fails to remedy that breach within a period of 14 days after being notified in writing to do so; or
15.1.3 the Client repeatedly breaches any of the terms of this Agreement in such a manner as to reasonably justify the opinion that its conduct is inconsistent with it having the intention or ability to give effect to the terms of this Agreement; or
15.1.4 the Client suspends, or threatens to suspend, payment of its debts or is unable to pay its debts as they fall due or admits inability to pay its debts or (being a company) is deemed unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986; or
15.1.5 the Client commences negotiations with all or any class of its creditors with a view to rescheduling any of its debts, or makes a proposal for or enters into any compromise or arrangement with its creditors; or
15.1.6 a petition is filed, a notice is given, a resolution is passed, or an order is made, for or on connection with the winding up of the Client; or
15.1.7 an application is made to court, or an order is made, for the appointment of an administrator or if a notice of intention to appoint an administrator is given or if an administrator is appointed over the Client.

Article 16 Designs, models, etc
16.1 All drawings, sketches, diagrams, samples, models, tools and the like used by the Supplier will, remain the intellectual and/or physical property of the Supplier and may not be used by the Client for any other purpose without the prior written consent of the Supplier.
16.2 The Client shall indemnify the Supplier against all liabilities, costs, expenses, damages and losses (including any direct or indirect consequential losses, loss of profit, loss of reputation and all interest, penalties and legal and other reasonable professional costs and expenses) suffered or incurred by the Supplier arising out of or in connection with any claim made against the Supplier for actual or alleged infringement of a third party’s intellectual property rights arising out of or in connection with the use of a drawing, design, image, logo specification or any other material in whatsoever form supplied by the Client for the purpose of the Agreement.

Article 17 Miscellaneous
17.1 This Agreement and any dispute or claim arising out of or in connection with it or its subject matter or formation (including noncontractual disputes or claims) shall be governed by and construed in accordance with English law, and the parties submit to the exclusive jurisdiction of the English courts.
17.2 If any provision of these terms and conditions is found by any court, tribunal or administrative body of competent jurisdiction to be wholly or partly illegal, invalid, void, voidable, unenforceable or unreasonable it shall to the extent of such illegality, invalidity, voidness, voidability, unenforceability or unreasonableness be deemed severable and the remaining provisions of these terms and conditions shall continue in full force and effect.
17.3 Failure or delay by the Supplier in enforcing or partially enforcing any provision of the Agreement shall not be construed as a waiver of any of its rights under the Agreement.
17.4 Any waiver by the Supplier of any breach of, or any default under, any provision of the Agreement by the Client shall not be deemed a waiver of any subsequent breach or default and shall in no way affect the other terms of the Agreement.
17.5 The Supplier’s employees agents and subcontractors shall be entitled to enforce clause 2.4 pursuant to the Contracts(Rights of Third Parties) Act 1999, but nothing in these terms shall otherwise confer any right on any person under that Act.
17.6 All communications between the parties about the Agreement shall be in writing and delivered by hand or sent by pre-paid first class post or sent by fax:
17.6.1 (in case of communications to Supplier) to its registered office or such changed address as shall be notified to the Client by the Supplier, for the attention of the Managing Director or
17.6.2 (in the case of the communications to the Client) to the registered office or such changed address as shall be notified to the Supplier by the Client, for the attention of the Managing Director or
17.7 Communications shall be deemed to have been received:
17.7.1 if sent by pre-paid first class post, two days (excluding Saturdays, Sundays and bank and public holidays) after posting (exclusive of the day of posting); or
17.7.2 if delivered by hand, on the day of delivery; or
17.7.3 if sent by fax on a working day prior to 4.00 pm, at the time of transmission and otherwise on the next working day.