Terms & Conditions:
1. Interpretation
1.1 Definitions. In these Conditions, the following definitions apply:
Business Day: a day (other than a Saturday, Sunday or a public holiday).
Commencement Date: has the meaning set out in clause 2.2.
Conditions: Please read these terms and conditions carefully. They cancel and replace any previous versions. By using the Supplier’s website the Customer agrees to be bound by these terms and conditions, in accordance with clause 15.8.
Contract: the contract between the Supplier and the Customer for the supply of Goods in accordance with these Conditions.
Customer: the person or business who purchases the Goods from the Supplier.
Delivery Location: has the meaning set out in clause 4.1.
Force Majeure Event: has the meaning given to it in clause 15.1(a).
Goods: the goods (or any part of them) set out in the Order.
Intellectual Property Rights: all patents, rights to inventions, utility models, copyright and related rights, trademarks, service marks, trade, business and domain names, rights in trade dress or get-up, rights in goodwill or to sue for passing off, unfair competition rights, rights in designs, rights in computer software, database rights, topography rights, moral rights, rights in confidential information (including know-how and trade secrets) and any other intellectual property rights, in each case whether registered or unregistered and including all applications for and renewals or extensions of such rights, and all similar or equivalent rights or forms of protection in any part of the world.
Order: the Customer’s order for the supply of Goods, as set out in the Customer’s purchase order, the Customer’s online order made through the Supplier’s website, the Customer’s written order received via email or post, the Customer’s acceptance of the Supplier’s quotation.
Supplier: Full House Labels & Packaging Ltd . Registered in the UK under number 12903530. Registered office is 10 , Avalon Close , Yatton, Bristol, North Somerset, BS49 4AQ. Trading address is 10 Avalon Close, Yatton, Bristol, North Somerset, BS49 4AQ. VAT number is GB 359 3261 80.
1.2 Construction. In these Conditions, the following rules apply:
(a) a person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality);
(b) a reference to a party includes its successors or permitted assigns;
(c) a reference to writing or written includes faxes and emails.
2. Basis of contract
2.1 The Order constitutes an offer by the Customer to purchase Goods in accordance with these Conditions.
2.2 The Order shall only be deemed to be accepted when the Supplier issues written acceptance of the Order at which point and on which date the Contract shall come into existence (Commencement Date).
2.3 The Contract constitutes the entire agreement between the parties. The Customer acknowledges that it has not relied on any statement, promise or representation made or given by or on behalf of the Supplier which is not set out in the Contract.
2.4 Any samples, drawings, artwork, designs, descriptive matter or advertising issued by the Supplier and any descriptions of the Goods contained in the Supplier’s website, emails or leaflets are issued or published for the sole purpose of giving an approximate idea of the Goods described in them. They shall not form part of the Contract or have any contractual force.
2.5 These Conditions apply to the Contract to the exclusion of any other terms that the Customer seeks to impose or incorporate, or which are implied by trade, custom, practice or course of dealing.
2.6 Any quotation given by the Supplier shall not constitute an offer, and is only valid for a period of 30 Days from its date of issue, or other such period shown on the Order.
2.7 When the Customer places an order for Goods, the Supplier will provide the customer with a digital artwork proof for approval as and when appropriate.
2.8 The Supplier will not start production of Goods without a written approval of the digital artwork from the Customer. If digital artwork is not available then written approval will surfice.
2.9 Final artwork approval overrides any details stated within a quote, invoice, purchase order or written correspondences.
2.10 All of these Conditions shall apply to the supply of Goods except where application to one or the other is specified.
3. Goods
3.1 The Goods are described in the Order.
3.2 To the extent that the Goods are to be manufactured in accordance with specification supplied by the Customer, the Customer shall indemnify the Supplier against all liabilities, costs, expenses, damages and losses (including any direct, indirect or 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 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 Supplier’s use of the Goods Specification. This clause 3.2 shall survive termination of the Contract.
3.3 The Supplier reserves the right to amend the specification of the Goods if required by any applicable statutory or regulatory requirements.
4. Delivery of Goods
4.1 The Supplier shall deliver the Goods to the location set out in the Order or such other location as the parties may agree (Delivery Location) at any time after the Supplier notifies the Customer that the Goods are ready.
4.2 Delivery of the Goods shall be completed on the Goods’ arrival at the Delivery Location.
4.3 Any dates quoted for delivery of the Goods are approximate only, and the time of delivery is not of the essence. The Supplier shall not be liable for any delay in delivery of the Goods that is caused by a Force Majeure Event or the Customer’s failure to provide the Supplier with adequate delivery instructions or any other instructions that are relevant to the supply of the Goods.
4.4 If the Supplier fails to deliver the Goods, its liability shall be limited to the costs and expenses incurred by the Customer in obtaining replacement goods of similar description and quality in the cheapest market available, less the price of the Goods, and up to the value of the Goods ordered by the Customer. The Supplier shall have no liability for any failure to deliver the Goods to the extent that such failure is caused by a Force Majeure Event the Customer’s failure to provide the Supplier with adequate delivery instructions for the Goods or any relevant instruction related to the supply of the Goods.
4.5 If the Customer fails to accept or take delivery of the Goods within 5 Business Days of the Supplier notifying the Customer that the Goods are ready, then except where such failure or delay is caused by a Force Majeure Event or by the Supplier’s failure to comply with its obligations under the Contract in respect of the Goods:
(a) delivery of the Goods shall be deemed to have been completed at 9.00 am on the second Business Day following the day on which the Supplier notified the Customer that the Goods were ready; and
(b) the Supplier shall store the Goods until delivery takes place, and may charge the Customer for all related costs and expenses (including insurance).
4.6 Any delivery schedule the Supplier has quoted for delivery of Goods deemed to be made starts from the date the Customer approves the digital artwork proof in writing and payment (Where applicable) has been received in full. Both approval and payment of the goods (Where applicable) must have been received. Unless payment terms have been offered and then the delivery schedule will be based on the date the Customer approves the digital artwork proof in writing.
4.7 The Supplier makes every effort to ensure that the deliver of goods originating from our overseas production facility is done so on the estimated date stated in an Order. The Supplier shall not be liable for any delay in delivery of Goods that is caused by a Force Majeure Event.
4.8 Goods delivered across international borders are subject to duties and taxes as determined by customs in the destination country. The Supplier will not be responsible for these charges.
4.9 Lead time for Goods will be issued at time of accepting order Lead times combine both production and delivery time. Please note that these lead times are not a guarantee of which day your order will be delivered.
5. Quality of Goods
5.1 The Supplier warrants that on delivery the Goods shall:
(a) conform with their description;
(b) be free from material defects in design, material and workmanship;
(c) be of satisfactory quality (within the meaning of the Sale of Goods Act 1979); and
(d) be fit for any purpose held out by the Supplier.
5.2 Subject to clause 5.3, if:
(a) the Customer gives notice in writing within a reasonable time of discovery that some or all of the Goods do not comply with the warranty set out in clause 5.1;
(b) the Supplier is given a reasonable opportunity of examining such Goods; and
(c) the Customer (if asked to do so by the Supplier) returns such Goods to the Supplier’s place of business at the Customer’s cost, the Supplier shall, at its option, repair or replace the defective Goods, or refund the price of the defective Goods in full or in part.
5.3 The Supplier shall not be liable for the Goods’ failure to comply with the warranty in clause 5.1 if:
(a) the Customer makes any further use of such Goods after giving a notice in accordance with clause 5.2;
(b) the defect arises because the Customer failed to follow the Supplier’s oral or written instructions as to the storage, installation, commissioning, use or maintenance of the Goods or (if there are none) good trade practice;
(c) the defect arises as a result of the Supplier following any drawing, design or Goods Specification supplied by the Customer;
(d) the Customer alters or repairs such Goods without the written consent of the Supplier;
(e) the defect arises as a result of fair wear and tear, wilful damage, negligence, or abnormal working conditions;
(f) the Goods differ from their description as a result of changes made to ensure they comply with applicable statutory or regulatory standards.
(g) the Goods are made and Customer no longer requires after any point of production
5.4 Except as provided in this clause 5, the Supplier shall have no liability to the Customer in respect of the Goods’ failure to comply with the warranty set out in clause 5.1.
5.5 The terms of these Conditions shall apply to any repaired or replacement Goods supplied by the Supplier under clause 5.2
6. Title and risk
6.1 The risk in the Goods shall pass to the Customer on completion of delivery. 6.2 Title to the Goods shall not pass to the Customer until the Supplier has received payment in full (in cleared funds) for:
(a) the Goods; and
(b) any other goods that the Supplier has supplied to the Customer.
6.2 If before title to the Goods passes to the Customer the Customer becomes subject to any of the events listed in clause 11.1(a) to clause 11.1(k), or the Supplier reasonably believes that any such event is about to happen and notifies the Customer accordingly, then, provided the Goods have not been resold, or irrevocably incorporated into another product, and without limiting any other right or remedy the Supplier may have, the Supplier may at any time require the Customer to deliver up the Goods and, if the Customer fails to do so promptly, enter any premises of the Customer or of any third party where the Goods are stored in order to recover them.
7. Customer’s obligations
7.1 The Customer shall:
(a) ensure that the terms of the Order and (if submitted by the Customer) the Goods Specification are complete and accurate;
(b) obtain and maintain all necessary licences, permissions and consents which may be required for the preparation and delivery of the Goods.
7.2 The Customer’s content on the Supplier’s website:
(a) If the Supplier allows the Customer to upload any comments, reviews or other content to the Suppliers website, the Customer must ensure that such information is accurate, that it complies with all applicable laws, regulations and codes of conduct and that it does not infringe any third party intellectual property or other rights. Also, the Customer’s content must not be defamatory, offensive, vulgar, racist, obscene, abusive, threatening, harassing, invasive of another’s privacy or similarly inappropriate.
(b) The Supplier reserves the right without notice or refund to suspend, alter, remove or delete any content or to disclose to the relevant authorities any such content if it is the subject of complaint or where the Supplier has reason to believe that it breaches their terms and conditions, or that such steps are necessary to protect the Supplier or others, or that a criminal act has been committed, or if the Supplier is required to do so by law or appropriate authority. If so, the Customer must not attempt to re-publish or re-send the relevant content.
7.3 If The Supplier enables the Customer to create an account on their website, the Customer acknowledges that it is for their personal use only and is non-transferable. The Customer must not authorise or permit any other person to use their account. The Customer must take reasonable care to protect and keep confidential their password and other account or identity information. The Customer must notify us immediately of any apparent breach of security such as loss, theft, misuse or unauthorised disclosure or use of a password. The Customer is responsible for third parties who use their account or identity (unless and to the extent that we are at fault).
8. Charges and payment
8.1 The price for Goods shall be the price set out in the Order or, if no price is quoted, that agreed is written conversation.
8.2 the Supplier shall invoice the Customer before, on or at any time after completion of delivery.
8.3 The Customer shall pay each invoice submitted by the Supplier: (a) within such time as stated on the invoice; and (b) in full and in cleared funds to a bank account nominated in writing by the Supplier, and time for payment shall be of the essence of the Contract.
8.4 All amounts payable by the Customer under the Contract are exclusive of amounts in respect of value added tax chargeable from time to time (VAT). Where any taxable supply for VAT purposes is made under the Contract by the Supplier to the Customer, the Customer 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 at the same time as payment is due for the supply of the Goods.
8.5 Without limiting any other right or remedy of the Supplier, if the Customer fails to make any payment due to the Supplier under the Contract by the due date for payment (Due Date), the Supplier shall have the right to charge interest on the overdue amount at the rate of eight per cent per annum above the then current Bank of England base rate accruing on a daily basis from the Due Date until the date of actual payment of the overdue amount, whether before or after judgment, and compounding quarterly.
8.6 The Customer shall pay all amounts due under the Contract in full without any deduction or withholding except as required by law and the Customer shall not be entitled to assert any credit, set-off or counterclaim against the Supplier in order to justify withholding payment of any such amount in whole or in part. the Supplier may, without limiting its other rights or remedies, set off any amount owing to it by the Customer against any amount payable by the Supplier to the Customer.
9. Intellectual property rights
9.1 Full legal title resides with the Supplier until payment is effected in full. All artwork and designs created by the Supplier remains the Supplier's property.
9.2 The Supplier reserves the right to use the Intellectual Property for the work we undertake including, but not limited to marketing and evaluation. Goods manufactured or supplied by the Supplier may be used for advertising, displaying or other sales promotional activities.
9.3 A Customer not wishing their Intellectual Property to be used as stated in 9.2 should notify the Supplier in writing.
9.4 The Customer acknowledges that, in respect of any third party Intellectual Property Rights in the Goods, the Customer’s use of any such Intellectual Property Rights is conditional on the Supplier obtaining a written licence from the relevant licensor on such terms as will entitle the Supplier to license such rights to the Customer.
9.5 The Customer accepts sole responsibility for Intellectual Property submitted for the creation of Goods by the Supplier. It is deemed the Customer is the owner and has permission to use said Intellectual Property.
9.6 All Supplier Materials are the exclusive property of the Supplier.
9.7 The Supplier may refuse to produce Goods if the Intellectual Property submitted is deemed to be offensive or incite hatred.
10. Limitation of liability:
10.1 Nothing in these Conditions shall limit or exclude the Supplier’s liability for:
(a) death or personal injury caused by its negligence, or the negligence of its employees, agents or subcontractors;
(b) fraud or fraudulent misrepresentation;
(c) breach of the terms implied by section 2 of the Supply of Goods and Services Act 1982 (title and quiet possession);
(d) breach of the terms implied by section 12 of the Sale of Goods Act 1979 (title and quiet possession); or
(e) defective Goods under the Consumer Protection Act 1987.
10.2 Subject to clause 10.1:
(a) the Supplier shall under no circumstances whatever be liable to the Customer, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, for any loss of profit, or any indirect or consequential loss arising under or in connection with the Contract and
(b) the Supplier’s total liability to the Customer in respect of all other losses arising under or in connection with the Contract, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall in no circumstances exceed the amount paid by the Customer for the Goods.
10.3 The terms implied by sections 13 to 15 of the Sale of Goods Act 1979 and the terms implied by sections 3 to 5 of the Supply of Goods and Services Act 1982 are, to the fullest extent permitted by law, excluded from the Contract.
10.4 This clause 10 shall survive termination of the Contract.
11. Termination
11.1 Without limiting its other rights or remedies, each party may terminate the Contract with immediate effect by giving written notice to the other party if:
(a) the other party 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;
(b) the other party 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;
(c) a petition is filed, a notice is given, a resolution is passed, or an order is made, for or in connection with the winding up of the other party (being a company) other than for the sole purpose of a scheme for a solvent amalgamation of the other party with one or more other companies or the solvent reconstruction of that other party;
(d) the other party (being an individual) is the subject of a bankruptcy petition or order;
(e) a creditor or encombrancer of the other party attaches or takes possession of, or a distress, execution, sequestration or other such process is levied or enforced on or sued against, the whole or any part of its assets and such attachment or process is not discharged within 14 days;
(f) 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 other party (being a company);
(g) a floating charge holder over the assets of the other party (being a company) has become entitled to appoint or has appointed an administrative receiver;
(h) a person becomes entitled to appoint a receiver over the assets of the other party or a receiver is appointed over the assets of the other party;
(i) any event occurs, or proceeding is taken, with respect to the other party in any jurisdiction to which it is subject that has an effect equivalent or similar to any of the events mentioned in clause 11.1(a) to clause 11.1(h) (inclusive);
(j) the other party suspends, threatens to suspend, ceases or threatens to cease to carry on, all or substantially the whole of its business; or
(k) the other party (being an individual) dies or, by reason of illness or incapacity (whether mental or physical), is incapable of managing his own affairs or becomes a patient under any mental health legislation.
11.2 Without limiting its other rights or remedies, the Supplier may terminate the Contract:
(a) by giving the Customer one month's’ written notice;
(b) with immediate effect by giving written notice to the Customer if the Customer fails to pay any amount due under this Contract on the due date for payment.
11.3 Without limiting its other rights or remedies, the Supplier shall have the right to suspend all further deliveries of Goods under the Contract or any other contract between the Customer and the Supplier if:
(a) the Customer fails to make pay any amount due under this Contract on the due date for payment; or
(b) the Customer becomes subject to any of the events listed in clause 11.1(a) to clause 11.1(k), or the Supplier reasonably believes that the Customer is about to become subject to any of them.
12. Consequences of termination
12.1 On termination of the Contract for any reason:
(a) the Customer shall immediately pay to the Supplier all of the Supplier’s outstanding unpaid invoices and interest;
(b) the Customer shall return all of the Supplier Materials and any Deliverables which have not been fully paid for. If the Customer fails to do so, then the Supplier may enter the Customer’s premises and take possession of them. Until they have been returned, the Customer shall be solely responsible for their safe keeping and will not use them for any purpose not connected with this Contract;
(c) the accrued rights and remedies of the parties as at termination shall not be affected, including the right to claim damages in respect of any breach of the Contract which existed at or before the date of termination or expiry; and
(d) clauses which expressly or by implication have effect after termination shall continue in full force and effect.
13. Return Policy and Warranty:
13.1 The Supplier will replace any defective Goods at no charge.
13.2 Custom Goods, Goods that have been made from an approved digital artwork proof are non-returnable.
13.3 All printed Goods are considered custom Goods and are non-returnable unless defective.
13.4 We make no warranties as to the suitability of a product for a particular use.
13.5 Image colour, lightness, and darkness are subjective and not grounds for returns.
14. Digital Artwork Proof
14.1 The Supplier will provide a digital artwork proof via email, prior to production commencing, for all Goods. This digital artwork proof is an on-screen representation of the Customer’s finished Goods.
14.2 The Supplier will only proceed to production once the Customer has provided written approval of the digital artwork proof via email.
14.3 Once the Customer approves their digital artwork proof in writing via email and production has begun, the Customer’s order cannot be modified, cancelled or returned.
14.3 The Supplier creates all digital artwork proofs in CMYK colour format.
14.4 The Customer’s approved digital artwork proof supersedes all prior verbal and written communication of any form, including purchase orders and invoices submitted to and/or provided by The Supplier.
14.4 The Supplier is not liable or responsible if the Customer's computer monitor is faulty or improperly configured and/or does not display colours correctly and/or if another colour scheme takes precedence over any displayed colour.
14.5 The Supplier cannot guarantee the complete accuracy of colours as seen on any digital artwork proof and/or on the Supplier’s website.
14.6 Embroidered Patches:
(a) The nature of embroidery means embroidered patches are by no means a perfect process. There will be slight variations between embroidered patches..
(b) The Supplier will create embroidered patches with thread and twill, the meaning set out in clause 15.11 and 15.12.
(c) The Supplier will use a jump stitch, the meaning set out in clause 15.10, between elements of the Customer’s design/artwork that is less than 1mm. Jump stitches will not be represented in the digital artwork proof.
14.7 The Supplier recommends the Customer supplies Pantone Solid Coated colour references. The Supplier cannot guarantee an exact Pantone Solid Coated match to Goods that are not made using the Pantone Solid Coated colour system. The Supplier cannot guarantee exact matches of Goods that are made using the Pantone Solid Coating matching system, tolerances in colour must be allowed.
14.8 Repeat orders: The Supplier cannot guarantee to re-make Goods exactly as per the previously ordered Goods. The Customer must allow for possible, minor differences in, but not exclusive to; colour and size.
15. General
15.1 Force majeure:
(a) For the purposes of this Contract, Force Majeure Event means an event beyond the reasonable control of the Supplier including but not limited to strikes, lockouts or other industrial disputes (whether involving the workforce of the party or any other party), failure of a utility service or transport network, act of God, war, riot, civil commotion, malicious damage, compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of plant or machinery, fire, flood, storm or default of suppliers or subcontractors.
(b) the Supplier shall not be liable to the Customer as a result of any delay or failure to perform its obligations under this Contract as a result of a Force Majeure Event.
(c) If the Force Majeure Event prevents the Supplier from providing any of the Goods for more than four weeks, the Supplier shall, without limiting its other rights or remedies, have the right to terminate the order immediately by giving written notice to the Customer.
15.2 Assignment and subcontracting:
(a) the Supplier may at any time assign, transfer, charge, subcontract or deal in any other manner with all or any of its rights under this Contract and may subcontract or delegate in any manner any or all of its obligations under the Contract to any third party.
(b) The Customer shall not, without the prior written consent of the Supplier, assign, transfer, charge, subcontract or deal in any other manner with all or any of its rights or obligations under this Contract.
15.3 Notices:
(a) Any notice or other communication required to be given to a party under or in connection with this Contract shall be in writing and shall be delivered to the other party personally or sent by prepaid first-class post, recorded delivery or by commercial courier, at its registered office (if a company) or (in any other case) its principal place of business.
(b) Any notice or other communication shall be deemed to have been duly received if delivered personally, when left at such address or, if sent by prepaid first-class post or recorded delivery, at 9.00 am on the second Business Day after posting, or if delivered by commercial courier, on the date and at the time that the courier’s delivery receipt is signed.
c) This clause 15.3 shall not apply to the service of any proceedings or other documents in any legal action. For the purposes of this clause, “writing” shall not include e-mails and for the avoidance of doubt notice given under these Term & Conditions shall not be validly served if sent by e-mail.
15.4 Waiver and cumulative remedies:
(a) A waiver of any right under this Contract is only effective if it is in writing and shall not be deemed to be a waiver of any subsequent breach or default. No failure or delay by a party in exercising any right or remedy under this Contract or by law shall constitute a waiver of that or any other right or remedy, nor preclude or restrict its further exercise. No single or partial exercise of such right or remedy shall preclude or restrict the further exercise of that or any other right or remedy.
b) Unless specifically provided otherwise, rights arising under this Contract are cumulative and to not exclude rights provided by law.
15.5 Severance:
(a) If a court or any other competent authority finds that any provision of this Contract (or part of any provision) is invalid, illegal or unenforceable, that provision or part-provision shall, to the extent required, be deemed deleted, and the validity and enforceability of the other provisions of the Contract shall not be affected.
(b) If any invalid, unenforceable or illegal provision of the Contract would be valid, enforceable and legal if some part of it were deleted, the provision shall apply with the minimum modification necessary to make it legal, valid and enforceable.
15.6 No partnership: Nothing in the Contract is intended to, or shall be deemed to, constitute a partnership or joint venture of any kind between any of the parties, nor constitute any party the agent of another party for any purpose. No party shall have authority to act as agent for, or to bind, the other party in any way.
15.7 Third parties: A person who is not a party to the Contract shall not have any rights under or in connection with it.
15.8 Variation: Except as set out in these Conditions, any variation, including the introduction of any additional terms and conditions, to the Contract shall only be binding when agreed in writing and signed by the Supplier.
15.9 Governing law and jurisdiction: This Contract, and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims), shall be governed by, and construed in accordance with, English law, and the parties irrevocably submit to the exclusive jurisdiction of the courts of England and Wales.
15.10 Jump stitch: A thread that connects one embroidered section to another.
15.11 Thread: A long, thin strand of polyester, rayon, cotton, nylon, or other fibres used in sewing or weaving.
15.12 Twill: A backing material used in embroidery with a pattern weave.
15.13 Availability of our site:
The Supplier cannot guarantee that our website will be uninterrupted or error-free. The Supplier is entitled, without notice and without liability to suspend the site for repair, maintenance, improvement or other technical reason.
15.14 If you have any complaints, please contact us via the contact details shown on our website or write to our address shown at the start of these terms and conditions.
Company Registration No. 12902530, VAT No. GB 359 3261 80
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