Terms & Conditions
“The Company" shall mean Conductive Transfers Limited, Unit 4, Shortwood Business Centre, Shortwood Court, Hoyland, S74 9LH
“The Buyer” shall mean the person, firm or body corporate or un-incorporate contracting with the Seller whether as agent or not and if contracting as the agent then the agent shall be deemed to include the principal of such agent.
“The Goods” shall mean all items sold or installed by the Seller pursuant to the contract with the Buyer.
“The Contract” means the contract for the purchase and sale of the Goods (including any forward contract for an agreed quantity at an agreed price).
These Terms and Conditions shall apply to sales of Goods by the Company to the Buyer to the exclusion of all other terms and conditions referred to, offered or relied on by the Buyer whether in negotiation or at any stage in the dealings between the parties, including any standard or printed terms tendered by the Buyer, unless the Buyer specifically states in writing, separately from such terms, that it wishes such terms to apply and this has been acknowledged by the Company in writing.
Any variation to these Terms and Conditions (including any special terms and conditions agreed between the parties) shall be inapplicable unless agreed in writing by the Seller.
III. Price and Payment
1. Unless specifically agreed, all invoices are payable immediately. All pro forma accounts will not be processed until payment has cleared, the Buyer needs to be aware this may result in delayed or missed deadlines.
2. Account facilities are available at the sole discretion of the Company and only after 6 months of continued trade. A credit application form is completed and returned and all relevant credit checks being made. A credit limit will be given and the Buyer must abide by our strike 30-day trading terms unless otherwise agreed in writing. Where credit is offered payment of the price and VAT and any other applicable costs shall be due within 30 days of the date of the invoice supplied by the Company.
3. If the balance is not met within the stated payment terms, interest may be charged as per the Consumer Credit Act 1974 at a daily rate. If credit terms are not adhered to and payment is repeatedly delayed we will revoke all credit terms between the Company and said other parties. Credit Accounts will be automatically be placed on hold where invoices are overdue for payment or credit limit is exceeded.
4. Prices are subject to change without prior notice and will be charged in Pounds Sterling.
IV. Misplaced Goods, Misplaced Decimal Places or Otherwise
If by genuine mistake, the Company has under priced an item, the Company will not be liable to supply the item to the Buyer at the stated price, provided that the Company has notified the Buyer before the Company dispatches the item. In those circumstances, the Company will notify the correct price to the Buyer so the Buyer can decide whether or not they wish to order the item at that price.
V. Loss of Earnings
The Company cannot, and will not, be held responsible for any loss of earnings, real or projected, as a result of an order being lost, arriving late, or not being as expected.
VI. Artwork and Design
The Buyer must provide production ready artwork in vector format in Adobe Illustrator, Adobe Photoshop or CorelDraw. If this is not possible, a redrawing fee may be charged, this shall be invoiced as an extra. The Buyer must state specific print sizes if required. Failure to do so will mean the Company will use our expertise or print according to size limitations.
The Buyer must state Pantone Colour Specific References or RGB, CMYK colour modes/references if they apply, failure to do so will mean the Company use its expertise to best match. Where Pantone colour matches are requested, a 100% match cannot be guaranteed.
VII. Artwork Disclaimer
It is an express condition of all contracts for the supply of electrical circuits or electronic circuits including components, artworks or prints that the Buyer possesses the full authority and permission of the Patent owner or Copyright Holder or Trade Mark owner to reproduce the circuit, design, motif or logo in question. The Company supplies such circuits, designs, artworks or prints in good faith and for lawful purposes only. Such supply does not constitute a warranty by the Company that the circuit, design, logo or motif may be reproduced and the Company accepts no responsibility for any unauthorised reproduction thereof and the Buyer agrees to indemnify the Company in respect of any claim action or demand made against the Company in respect of any such breach. The Company reserves the right to decline an order if it is believed copyright is being breached or the image is deemed offensive or obscene.
The Buyer’s placement of an order signifies full acceptance of these Terms and Conditions and of the clauses herein.
VIII. Variation in Quantity
The Company shall use all reasonable endeavours to deliver the Goods ordered and detailed in the Order but there shall be allowed a variation of up to threepercent (3%) in the quantity of the Goods per Order. In the event of such variation, the Company reserves the right to increase or decrease the price accordingly.
Any description given or applied to the Goods is given by way of identification only and the use of such description shall not constitute a sale by description.
For the avoidance of doubt, the Buyer hereby affirms that it does not in any way rely on any description when entering into the contract
X. Sample and Estimates
Where a sample of the Goods is shown to and inspected by the Buyer, the parties hereto accept that such a sample is representative in nature and the bulk of the order may differ slightly as a result of the manufacturing process.
Estimates are based on the Company current costs of the production and, unless otherwise agreed, are subject to amendment on or at any time after acceptance but prior to delivery to meet any rise or fall in the cost raw material, manufacture, packaging, transport or wages, or by any cause of any kind whatsoever not foreseen at the date of the contract.
XI. Turnaround times
1. The Buyer will be given an estimated completion date when the Buyers order is processed. Please note this is estimated and not a guaranteed date of the day the order will be delivered.
2. The time frame will only begin when:
i) full payment has been made and/or the Buyers account has been checked and the order is within the credit limit.
ii) and once the artwork has been approved and the Company has raised an order number.
3. At various times of the year, the turnaround time may be longer or shorter due to seasonal demand.
All cancellations must be notified in writing. Charges will be made due to the fact that the Company may have already ordered stock, prepared artwork or re-organised production of other jobs.
When placing an order, the Buyer will accept these terms and charges.
XIII. Production delays or missed deadlines
If there is a problem or delay with the Buyers order and a deadline is missed the Company cannot accept responsibility for loss of sales or any other costs this may incur to the Buyer. Typically when a deadline is missed the Buyer will be refunded the cost of postage or rush order fee if one was paid. As the products are custom made we cannot accept a return if the reason for returning the goods is that they were late either by production delays or delivery delays.
1. Any time or date given for delivery of the Goods whether specified in the Order or otherwise given by the Company shall be taken as an estimate made by the Company in good faith but shall not be binding upon the Company as a term of the Contract or otherwise.
2. Unless otherwise agreed in writing, delivery of the Goods shall take place at the address specified by the Buyer on, or as close as possible to the date required by the Buyer. The Buyer shall make all arrangements necessary to take delivery of the Goods whenever they are tendered for delivery.
3. If the Company is unable to deliver the Goods because of actions or circumstances under the control of the Buyer, then the Company shall be entitled to place the Goods in storage until such times as delivery may be affected and the Buyer shall be liable for any expense associated with such storage.
4. The Company cannot accept responsibility for delay, loss or damage of the Goods once dispatched on behalf of the delivery company nor can we reimburse any loss incurred by the Buyer by late delivery of the Goods due to these delays.
5. Each delivery shall be deemed to constitute a separate contract and difference or default in respect of one delivery shall not affect the other deliveries.
XV. Claims for Shortages, Damages and Non-Delivery
1. The Buyer shall inspect the Goods on delivery and shall within three (3) days notify the Company by telephoning Conductive Transfers Limited of any alleged shortage in quantity or damage.
2. The Company will then ask the Buyer to confirm via email and to provide photographic evidence of the damage. The Company will not deal with any claims or be held liable if the Buyer cannot provide photographic evidence.
3. If it is clear from the photographs that the damaged item cannot be salvaged at all the Company will happily replace the item. Where only a portion of the item cannot be salvaged, the Company will either issue a credit note for the portion or replace the portion if significant enough.
4. All other claims must be made in writing to the Company within ten (10) days of delivery. The Company shall not be liable in respect of any claim unless the aforementioned requirements have been complied with.
5. Goods damaged in transit should not be accepted by the carrier and no credit will be given for or replacements made of Goods accepted from the carrier in a damaged condition.
6. The return of the Goods will not be accepted unless the Company or its representative shall first have had a reasonable opportunity of examining the same.
7. The Company cannot accept responsibility for delays on the part of any delivery company we use nor can we reimburse any loss incurred by the Buyer by late or non-delivery of goods due to these delays.
XVI. Risk and Property
1.The risk of damage to or loss of the Goods shall pass to the Buyer:
i) in relation to goods to be delivered at the Company’s premises at the time when the Company notifies the Buyer that the Goods are ready for collection.
ii) in any other case at the time of delivery or if the Buyer wrongfully fails to take delivery at the time when the Company tenders
delivery of the Goods.
2. Notwithstanding delivery and passing of the risk in the Goods, the property in the Goods shall not pass to the Buyer until payment is made in full for them and all other monies owed by the Buyer to the Company have been paid in full and unconditionally.
3. Until such time as the property in the Goods passes to the Buyer the Buyer, shall hold the Goods on a fiduciary basis as the Company's bailee. In this capacity, the Buyer is entitled to resell the Goods in its ordinary course of business.
4. Until such a time as the property in the Goods passes from the Company proceeds of sale or otherwise of the Goods (whether tangible or intangible) including insurance proceeds shall be held in the trust for the Company and kept separate from any monies or properties of the Buyer or 3rd parties (and in the case of tangible proceeds, properly stored protected and insured).
5. The Buyer hereby assigns to the Company all rights and claims which the Buyer may have agreed with its customer arising from such sales until payment is made in full of the price of the Goods.
6. Until such time as they are resold or property to them passes to the Buyer the Goods shall be kept separate from those of the Buyer and property stored, protected insured and identified as the Company’s property.
7. Until such a time as the property in the Goods passes to the Buyer (and provided the Goods are still in existence and have not been resold) the Company shall be entitled at any time to require the Buyer to deliver up the goods to the Company, and if the Buyer fails to do so forthwith to enter upon any premises of the Buyer or third party where the goods are stored and repossess the Goods.
8. 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 Company but if the Buyer does so all monies owing by the Buyer to the Company shall (without prejudice to any other right or remedy of the Company) forthwith become due and payable.
Title in the Goods shall not pass to the Buyer until the Company has been paid in full for the Goods.
XVIII. Limitation of Liability
1. The Company shall be under no liability whatever to the Buyer for any indirect loss and/or expense (including loss of profit or goodwill) suffered by the Buyer or any third party arising out of a breach by the Company of these terms and conditions.
2. In the event of any breach of this contract by the Company the remedies if the Buyer shall be limited to damages and the Company’s liability (if any) whether in contract, tort or otherwise in respect of any defect in the Goods, or for any breach of these terms and conditions, or of any duty owed to the Buyer in connection with them shall be limited to the amount of the Price.
3. All orders accepted for application of the Company’s products to the Buyers own goods will be accepted on the premise that there be no liability whatsoever by the Company for either damage to the Buyer’s Goods while on the Company’s premises or in transit to or from the Company premises and therefore orders of this nature are accepted at the Buyers own risk.
4. For the avoidance of doubt, nothing in these terms and conditions shall exclude or restrict the Company’s liability to any person for death or personal injury to that person resulting from the Company’s negligence.
5. Modern garments are coated and finished in many different ways. We, therefore, recommend testing the best combination of heat-sealing parameters and method before applying the decoration. The Company accepts no liability for incorrectly applied decoration.
6. The Buyer accepts that there will be minor variations in colour, particularly with digitally printed Goods, between the original supplied image and that produced by the Company.
7. The Buyer is responsible for ascertaining whether any Goods meet specific requirements pertaining to electrical performance, dimensions, access and usage.
8. No claim may be sought against the Company for loss of earnings or production-time as it remains the responsibility of the Buyer to ensure that wherever possible minimum downtime is required.
9. Warranty will be void upon notification of parts being used or repairs being carried out by unauthorised third parties.
10. Installation of Goods will take place only when the pre-install sheet has been read, agreed, amended where necessary and signed by both parties. In a situation where this sheet is not available, installation going ahead will become assumed agreement of the specification discussed.
XIX. Force Majeure
The Company shall not be liable for any delay or failure to perform any of its obligations if the delay or failure results from events or circumstances outside its reasonable control, including but not limited to acts of God, legislation, strikes, lock outs, accidents, war, fire, breakdown of plant or machinery or shortage or unavailability of raw materials from a natural source of supply, and the Company shall be entitled to a reasonable extension of its obligations. If the delay persists for such time as the Company considers unreasonable, it may, without liability on its part, terminate the contract.
These conditions and all other express terms of the contract shall be governed and construed in accordance with the laws of England.