Terms and Conditions
In these terms and conditions the following words should have the following meaning:
The “Seller" means genesis labels Ltd, a registered company in England, with a company number of 5948161, VAT number GB902741742, whose offices are at 11 The Sidings, Station Road, Guiseley, Leeds, LS20 8BX.
"The Buyer" means any company sole trader or partnership who purchases goods or orders goods from the Seller
2. Conditions Applicable
- These conditions shall apply to all contracts for the Sale of Good by the Seller to the exclusion of all other and including any Terms and Conditions which the Buyer may purport to apply under any Purchase Order, Confirmation Order or similar document.
- All orders for goods shall be deemed to be an offer by the Buyer to purchase the goods pursuant to these conditions.
- Acceptance of delivery of the goods shall be deemed as conclusive of the Buyer's acceptance of those conditions.
- All orders are accepted subject to satisfactory trade references.
3. Price and Payment
- The price is net of VAT and the Buyer must pay VAT at the applicable rates.
- The Seller reserves the right to amend its price list quotations invoices and credit notes to correct any errors.
- Any statement as to price quantity periods of availability for purchase of any item of goods referred to in any price list quotation catalogue advertisement or other similar document of the Seller is an invitation to treat only and does not constitute an offer by the Seller to sell on those terms and the Buyer acknowledges that it has not nor will enter it into the contract in reliance on any such statement.
- The payment of the price and VAT shall be due within 30 days of the date of the invoice.
- The contract price stated is based on current costs or production and is subject to amendment without notice or un-acceptance to meet any rise or fall in such costs between the date of order and date of delivery. Any variation to price is stated as a result of government taxes or levies will also be for the Buyer's account. All prices quoted in any document issued by the Buyers are exclusive of VAT.
- In the event of any account remaining unpaid after its due date for payment:
- Payment for all goods delivered at any time by the Seller including goods delivered after those to which the unpaid account relates shall forthwith become due and
- The Seller reserves the right to claim interest on overdue payments as Understood in the light of (i) above that rate of 4% above Barclays Bank plc base lending rate current at the rate any payment becomes overdue.
- The Buyer shall have no right of set off in respect of any claims it may make against the Seller.
- Should the Seller have reasonable grounds for doubting the Buyer's ability to pay on the due date it shall have the liberty to cancel the contract or postpone delivery until payment has been received.
No contract may be cancelled without the consent of the Seller.
- If the Buyer shall become bankrupt or make any composition with the Buyer's creditor or if a Receiver shall be appointed for the whole or any part of the assets of the Buyer or if a resolution shall be passed or petition be presented or any order made for the winding up of the Buyer or if the Buyer shall fail to pay for any of the goods supplied by the Seller on the due date the Seller may immediately without notice terminate the contract with the Buyer without prejudice to any rights which may be accrued to the Seller prior to such terminations.
- Any notices or communications shall be given in writing to the other party at the address stated at clause 1 or at such other addresses as shall be given by either party to the other in writing.
7. Delivery and Acceptance
- Delivery of the goods shall be made to the Buyer's address on the delivery date as agreed between the Buyer and the Seller.
- The Seller shall not be liable for any loss or damages whatever due to failure by the Seller to deliver the goods promptly or at all.
- Notwithstanding that the Seller may be delayed or failed to deliver the goods (or any of them) promptly; the Buyer shall be bound to accept delivery and to pay for the goods in full provided that the delivery shall be tendered within three months of the delivery date.
- The Seller may defer the goods by separate instalments. Each separate instalment shall be invoiced and paid for in accordance with the proviso in these Terms and Conditions.
- The failure of the Buyer to pay for any one or more of the said instalments of the goods on the due date shall entitle the Seller to without notice suspend the further delivery of the goods pending payment by the Buyer and shall treat the contract as repudiated by the Buyer.
- The Buyer shall be deemed to have accepted the goods within 7 days after delivery. After acceptance of the goods the Buyer shall not be entitled to reject the goods which are not in accord with the contract.
If the buyer fails to take delivery or if no specific delivery date has been agreed when the goods are ready for delivery the Seller is entitled to store and insure the goods and to charge the Buyer reasonable costs of doing so and to tender its account for the price under condition 3.
9. Risk and Security
- Risk of loss or damage to the goods shall pass to the Buyer when the goods have been delivered to the Buyer or to his agent or when they leave the Seller's premises whichever occurs first.
- The goods shall remain the property of the Seller until paid for in full by the Buyer until such payment the Buyer shall hold the goods as bailee on behalf and in a fiduciary capacity for the Seller and shall store and insure the goods in such a way as to be identifiable as the property of the Seller.
- If the goods are sold before the Seller has been paid in full the Buyer shall hold the proceeds of sale on trust for the Seller.
- In the event of non-payment by the Buyer by the date due the Seller shall be entitled in accordance with all other rights to enter upon any land or premises where the goods the property of the Seller may be for the time be using or reasonably thought to be using such matter as may be reasonably necessary to gain access to such land or premises and recover possession of them.
10. Loss or damage in transit
- When the price quoted includes delivery the Seller shall repair or replace free of charge goods damaged in transit or not delivered in accordance with the advice notes subject to the following conditions:
- all goods must be examined by the Buyer immediately on receipt;
- where breakage or shortage has been sustained the Carrier's receipt note must be endorsed to this effect and the Buyer must in addition notify the Carrier and the Seller's sales office within 48 hours;
- all damaged goods must be kept for inspection by the Seller or carrier until otherwise advised by the Seller;
- in the event of goods ordered not being received within fourteen days of the invoice date the Seller must be notified thereof in writing immediately;
- if short delivery does take place the Buyer undertakes not to reject the goods but to accept the goods delivered as part performance of the contract. No claims can otherwise be entered in Seller's liability the non-delivery or short delivery in transit shall in any event and notwithstanding the foregoing be limited by and subject to the terms governing the liability of the carrier.
11. Variations in Quantity
- Every endeavour will be made to deliver the correct quantity ordered but estimates are conditional upon margins of 20% either way.
- Colour reproduction is as accurate as processes will allow.
- Any description of details of goods given by the Seller be meant as a general indication of the nature of the goods and the Seller shall not be liable for nor shall the Buyer be entitled to any remedy on the ground of discrepancies between the same and the goods supplied.
12. Intellectual property right
- Permission is provided by the Buyer to the Seller to use and recreate brand names and logos and insignias the Buyer first having obtained the necessary permission from the owner of image rights
- Upon request by the Seller the Buyer must provide evidence of written consent from the Owner of the image for the image to be reproduced.
- The Seller shall be indemnified by the Buyer in respect of any claims costs and expenses arising out of any libellous matter or infringement of copyright, patent or design or any other proprietary or personal rights contained in any material printed for the Buyer. The Indemnity will include (without limitation) any amounts paid on a legal advice in settlement of any claim that any matter is libellous or such an infringement
- Proofs for all work may be submitted for the Buyers approval and the seller shall incur no liability for any errors not corrected by the Buyer in proofs submitted
- Buyers alterations and additional proofs necessitated thereby shall be charged as extra.
14. Taxes and Permits
The Buyer is solely responsible for obtaining all permits and approvals necessary for shipment import and export of all goods supplied thereunder.
15. Jacquards and Moulds
Any jacquard or mould manufactured by the Seller for the purpose of creating goods for the Buyer shall at all times remain the property of the Seller
16. Force Majeure
The Seller shall in no way be liable for any loss or damage occasioned as a result of or arising from any act of God consequence of war invasion act of foreign enemy hostilities (whether war be declared or not) civil war rebellion insurrection military operation confiscation requisition destruction or damage to property, riots strike or stoppage or any other factor outside the reasonable control of the company or which otherwise constitutes force majeure.
17. Proper Law of Contract
Unless otherwise agreed in writing the contract shall in all respects be construed as an English contract and in conformity with English Law and the Courts of England shall have exclusive jurisdiction.
If any provision of these Terms and Conditions is held void, illegal or unenforceable for any reason, such provision shall be severed and the remainder of the provision hereof shall continue in full force and effect as if the terms had been agreed with the void provisions eliminated. In the event of a holding of unenforceability so fundamental as to prevent the accomplishment for the purpose of the agreement, the parties shall immediately commence good faith negotiations to remedy such unenforceability.