In these Conditions (unless the context shall require otherwise):
a) “the Company” shall mean Umbrellaworld Limited Company Registration number 04252325 and any of its employees, assigns and subcontractors;
b) “the Client” shall mean the person, firm, limited liability partnership, company or other organisation with whom the Contract is made;
c) “the Contract” shall mean the contract between the Client and the Company for the sale and purchase of the Goods and Services;
d) “the Goods” means the goods (or any instalment or part of them) to be supplied pursuant to the terms of the Contract and “the Services” means the Services (or any instalment or part of them) to be supplied under the terms of the Contract;
e) “the Company’s Premises” shall mean the premises mentioned in the Contract or if not so mentioned means the Company’s premises situated at Nortex Business Centre, 105 Chorley Old Rd, Bolton, BL1 3AS
f) “the Client Content” shall mean all artwork, images, writing, photographs or other copy, artwork or designs supplied by the Client to be used in connection with the Goods.
a) In these Conditions the headings are for reference only and words in the singular shall include the plural and vice versa and references to any gender shall include the others.
b) These Conditions shall apply to the Contract to the exclusion of any other terms and conditions contained in or referred to in any order, letter, form of contract or other form of communication sent by the Client to the Company and the provisions of these Conditions shall prevail unless expressly varied in writing and signed by the Company.
c) Any concession made or latitude allowed by the Company to the Client shall not affect the strict rights of the Company under the Contract.
d) If in any particular case any of these Conditions shall be or shall be held to be invalid or shall not apply to the Contract the other conditions shall continue in full force and effect.
e) Any purchase of goods from the site www.umbrellaworld.co.uk requires the customer to consult and accept these terms and conditions. The click validating the order implies full acceptance of these terms and represents the customer's "digital signature"
3) INTELLECTUAL PROPERTY RIGHTS
a) Unless otherwise agreed in writing and signed by the Company Directors, the Company shall be the owner of all trade marks, copyright, confidential information, design right and other so called intellectual property rights in the Goods which it designs and makes.
b) The Client guarantees that it owns or has the necessary licenses in place in connection with all Client Content and that it shall not require the Company to work with any Client Content which it does not own or is not licensed to use.
c) The Company warrants and agrees that it shall not knowingly infringe the rights of any third party in any design used for preparation of the Goods supplied.
d) The Client shall indemnify the Company against all costs, claims, losses, expenses and damages incurred by the Company or for which it may be liable due to or arising directly or indirectly out of any infringement or alleged infringement of any confidential information, copyright, design right, trade mark or other intellectual property right occasioned by the preparation, importation, manufacture, sale or supply of Services and/or Goods which include or incorporate any Client Content and/or have been made to the specification or special requirement of the Client.
4) QUOTES AND PRICES OF GOODS AND SERVICES
a) No quote or order shall be binding on the Company unless and until it has been accepted in writing by the Company.
b) Unless otherwise agreed in writing by the Company the price payable for the Goods and Services shall be the price agreed in the Contract.
c) All prices are exclusive of VAT (value added tax) and in the event the Company is VAT registered this shall be charged by the Company and shall be payable by the Client at the appropriate rate.
5) ADDITIONAL COSTS AND SERVICES SUPPLIED
a) The Company will supply the Goods and Services (e.g. print and design services) agreed with the Clients;
b) An estimate may be given by the Company once the Client has provided the Company with sufficient information to prepare this. The Client may then instruct the Company to proceed with the supply of Goods and Services and the Clients instructions to the Company to proceed to supply Goods and/or Services shall be deemed acceptance of these terms and conditions. If the Client fails to instruct the Company to proceed within 60 days of any estimate, quote or proposal it shall be automatically deemed withdrawn by the Company unless the Company agrees otherwise in writing.
c) If possible the Company will use reasonable endeavours to accommodate any request by the Client to vary the Goods and/or Services and if the Company gives written notice to the Client agreeing to perform a variation to the design brief, Goods or Services already agreed between the parties, this Agreement shall be deemed automatically to have been amended so as to include the variation.
d) The Company reserves the right to charge the Client such additional amounts as required if the Client requests any alterations and/or additions to the Design Brief, Specification or Services and the Company, if it agrees to make such alterations and/or additions, shall do so at its convenience and the Client acknowledges that the Company may not have the time or resources to undertake such changes immediately and any such requests by the Client may delay delivery.
e) Any time estimated for delivery shall be dependent on the size, content of design and accuracy and completeness of information and Client Content supplied by the Client.
f) The Client agrees it is fully responsible for provision of all Client content including but not limited to any artwork or any photographs which must be supplied in fully editable EPS Illustrator files.
g) If the Company’s costs incurred in respect of the Goods and Services increase due to the following circumstances the Company may at its option at any time before delivery give notice to the Client of an increase in the Agreement price under this Condition due to:-
i) Variation and/or alteration of instructions and/or details and/or a failure by the Client or its representative to provide the same;
ii) Overtime costs incurred if the delivery date does not permit sufficient time for the work to be completed during normal working hours i.e. 9am – 6pm Monday – Friday.
h) The Client shall indemnify the Company in connection with any loss, cost or expense incurred by the Company as a result either directly or indirectly of the Client’s instructions or lack of instructions or through any failure or delay whatsoever in taking delivery of or otherwise dealing with the Goods sent by the Company or through any other act neglect or default on the part of the Client, it’s servants, agents or employees.
6) DELIVERY OF GOODS AND SERVICES
a) All times, dates and periods quoted or given for delivery of the Goods and Services shall be given in good faith but without any responsibility on the Company’s part unless the Company agrees otherwise in writing.
b) Time of delivery shall not be of the essence of the Contract.
c) Any period for delivery shall be calculated from the time of the Company’s acceptance of the Client’s order or from the Company’s receipt of all information necessary to enable the Company to proceed with the supply of Goods and Services (whichever shall be the later).
d) No liability ( whether in contract or for negligence or otherwise howsoever) for loss of or damage to the Goods occurring prior to delivery or for any claim that any item delivered pursuant to the Contract is defective or is otherwise not in accordance with the Contract (being a defect or loss, damage or non-compliance which would have been obvious on a reasonable inspection of the Goods) or for non-delivery or failure to supply Services with reasonable skill and care will attach to the Company unless claims to that effect are notified in writing to the Company by the Client ( and in the case of claims for loss, damage or non-delivery with a copy to the carrier if the Company’s own vehicles have not been used to deliver the Goods) within forty eight (48) hours of delivery for loss, damage, defect or non-compliance with the Contract or within seven (7) days of the date of the invoice for non-delivery.
e) In the event of a valid claim for defect, loss, damage, or non-delivery the Company undertakes at its option to either repair or replace the items concerned at its expense but shall not be under any further or other liability in connection with such non-delivery, loss, damage or non-compliance.
f) If the Client shall fail to give notice in accordance with condition 6(d) above the Goods delivered and Services supplied shall be deemed to be in all respects in accordance with the Contract and without prejudice to earlier acceptance by the Client it shall be bound to accept and pay for the same accordingly and all claims in respect of none delivery, loss, damage, defect or non-compliance shall (save as set out in condition 10 below) be thereafter wholly bared.
g) Where the Goods are handed to a courier for carriage to the Client or to a United Kingdom port for export any such carrier shall be deemed to be an agent of the Company and not of the Client.
h) The Client agrees that Section 32(3) of the Sale of Goods Act 1979 or any replacement or re-enactment thereof shall not apply to the Goods sent by the Company.
i) Goods supplied in accordance with the Contract cannot be returned without the prior written authority of the Company and duly authorised returns shall be sent to the Company’s premises at the Clients expense.
j) If for any reason the Client is unable to accept delivery of any Goods and/or Services at the time when the same are due and ready for delivery the Company may at it’s sole discretion and without prejudice to it’s other rights and for such period as it may determine store the Goods at the Client’s risk and take all reasonable steps to safeguard and insure them at the Client’s cost provided that the Client shall be immediately informed thereof.
k) The Company shall have the right to supply the Goods and Services in instalments at such intervals as it may decide and any express provision as to instalments in the Contract shall be in addition to and not in derogation of this right.
7) PAYMENT TERMS
a) All payments shall be made pro forma unless otherwise agreed in writing and signed by both parties and the Services shall not be supplied and Goods shall not be made or sent until payment has been received by the Company.
b) If the Company has agreed in writing that the Client be granted any credit payment shall become due in any event forthwith upon the occurrence of any of the events referred to in Condition 13 hereof.
c) If the Goods and/or Services are to be supplied in instalments the Company shall be entitled to invoice each instalment as and when delivery thereof has been made and payment shall be due in respect of each instalment whereof supply of Goods has been made notwithstanding non-provision of other instalments or other default on the part of the Company.
d) If upon the terms of the Contract the price shall be payable by instalments or if the parties have agreed that the Goods and/or Services are to be provided at specified times a default by the Client in the payment of any due instalment (or the failure to give the necessary instructions to the Company to enable it to supply Goods and/or Services as agreed which are still outstanding) shall cause the whole of the balance of the price to become due forthwith.
e) The price of the Goods and/or Services shall be due in full to the Company in accordance with the terms of the Contract and the Client shall not be entitled to exercise any setoff, lien or any other similar right or claim.
f) The time of payment shall be of the essence of the Contract.
g) Without prejudice to any other rights, the Company is entitled (both before and after judgement) to charge interest in accordance with the Late Payment of Commercial Debts (Interest) Act 1998 as amended in 2002 as amended from time to time on all overdue payments on the price of the Goods and Services or the price of any instalments thereof from the date payment becomes due until it is received by the Company as well after as before any judgement obtained.
8) PASSING OF TITLE AND RISK
a) From the time of delivery or collection of the Goods by or on behalf of the Client Goods shall be at the Client’s risk and the Client shall be solely responsible for their custody and maintenance but, unless expressly agreed otherwise in writing the Goods shall remain the Company’s property until all payments to be made to the Company under the Contract and any other contract between the Company and the Client have been made in full and unconditionally and further whilst the Company’s ownership of the Goods continues the Client shall keep the Goods labelled as belonging to the Company and separate and identifiable from all other goods in it’s possession as bailee for the Company.
b) The Client may only resell or distribute the Goods to the Client’s customers in the ordinary course of the Client’s business as a fiduciary and trustee for the Company and ifthere is any resale by the Client of the Goods the Company’s beneficial entitlement shall attach to the proceeds of sale or other disposition thereof so that such proceeds of any claim in connection therewith shall be assigned to the Company and until such assignment shall be held on trust in a separate identifiable interest bearing account for the Company by the Client and such proceeds shall not be mingled with other monies or paid into any overdrawn bank account and shall at all times be identifiable as the Company’s monies.
c) In the event that the Client fails to pay the price in accordance with the Contract the Company shall have the power to resell the Goods and such power shall be in addition to and not in substitution of any other power of sale arising by operation of law or implication or otherwise and for such purposes the Company or it’s servants or agents may forthwith enter upon the premises or land owned, occupied or controlled by the Client in order to remove the Goods.
d) Pending payment in full of the price for the Goods and Services the Client agrees at all times to keep the Goods comprehensively insured against loss or damage by accident, theft, fire or other risks usually covered by insurance in the type of business carried on by the Client in an amount at least equal to the balance of the price for the same from time to time remaining outstanding and the policy shall bear an endorsement recording the Company’s interest.
e) The Client agrees that this Contract operates as an irrevocable licence for the Company to enter upon the premises owned, controlled or occupied by the Client in order to recover such above mentioned Goods at any time where the Goods and/or Services have not been paid for in accordance with the Contract.
9) CONDITIONS AND WARRANTIES
a) The Contract shall not constitute a sale by description or sample unless otherwise agreed in writing and signed by both parties.
b) Any conditions or warranties (whether expressed, implied by statue or common law or arising from conduct, a previous course of dealing or trade, custom or usage or otherwise how so ever) as to the quality of the Goods and/or Services or their fitness for any particular purpose (even if that purpose is made known expressly or by implication to the Company) or as to the correspondence of the Goods with any description or sample are hereby expressly agreed not to apply.
10) DEFECTIVE GOODS AND LIMITATION OF LIABILITY
a) In the case of Goods not manufactured or prepared by the Company, the Company will pass on to the Client to the extent that it is able any benefits obtainable under any warranty given by the Company’s supplier provided that the Goods and Services have been accepted and paid for in full.
b) In substitution of all the rights which the Client may have but for these conditions the Company undertakes in the case of Goods which are manufactured or prepared by the Company that if, within thirty days (30) from delivery of any item of the Goods a defect in materials or workmanship appears therein being a defect which would not be obvious on a reasonable inspection of the Goods (whether or not any inspection was carried out ) it will at it’s own discretion either credit the Client the full price paid by the Client for such item or repair it or supply a replacement thereof free of charge at the place of delivery specified by the Client for the original Goods to be supplied provided that in any case the Goods have been accepted and paid for. The Company reserves the right to inspect the alleged defect. For the avoidance of doubt damage caused by wind or storm shall not constitute a faulty item and goods damaged by wind or storm or due the negligence of the Buyer or any third party shall be non returnable.
d) Nothing herein shall impose any liability on the Company in respect of any defect in the Goods and/or Services arising out of the acts, omissions, negligence or default of the Client, its servants or agents or anyone to whom the Goods are distributed including, in particular, any failure by the Client to comply with any recommendations as to the storage, transport or handling of the Goods.
e) Where the Goods are to be delivered by instalments any defect in any instalment shall not be grounds for rejection or cancellation of other instalments and the Client shall be bound to accept delivery thereof.
f) Goods shall not be deemed to be defective or not in accordance with the Contract as a result of variation from the sizes agreed provided that such variation in size shall be no more than 5% of the size agreed of the item.
g) The aggregate liability of the Company (whether in Contract or for negligence or breach of statutory duty or otherwise how so ever) to the Client for any loss or damage of what so ever nature and how so ever caused shall be limited to and in no circumstance shall exceed the price of the Goods and/or Services.
h) The Company shall not be liable for any costs claims damages or expenses arising out of any tortious act or omission or any breach of Contract or statutory duty calculated by reference to any profits, income, production or accruals or loss of such profits, income, production or accruals or by reference to accrual of such costs, claims, damages or expenses on a time basis.
i) No statement, description, information, warranty, condition or recommendation contained in any brochure, catalogue, price list, advertisement or communication or made verbally by any of the Company’s agents or employees shall be construed to enlarge vary or override in any way any of these conditions.
j) Nothing herein shall have the effect of excluding or restricting the liability of the Company for the death or personal injury caused by the Company’s negligence in so far as the same is prohibited by UK law.
11) CLIENTS SPECIFICATIONS
The Company shall not be liable for problems caused by any inaccuracies in any Client Content, information, request or materials or specification supplied by or on behalf of the Client or due to any failure by or on behalf of the Client to make any particular request or specification or to provide instructions or Client Content to the Company.
12) DEFAULT OR INSOLVENCY OF CLIENT
If the Client shall be in breach of any of its obligations under the Contract or if any distress or execution shall be levied on the Clients property or assets or if the Client shall make any arrangement or composition with its creditors or commit any act of bankruptcy or if any bankruptcy petition be presented against it or (if the Client is a Company) if any resolution or petition to wind up such Company shall be passed or presented or if the receiver administrative receiver or administrator of the whole or any part of such Companies undertaking, property or assets shall be appointed the Company in its discretion and without prejudice to any other right or claim may by notice in writing determine wholly or in part any and every Contract or agreement between the Company and the Client or may (without prejudice to the Company’s right to subsequently terminate the Contract for the same cause should it so decide) by notice in writing suspend delivery or any further deliveries of goods until any default by the Client is remedied.
a) In these conditions Incoterms” means the international rules for the interpretation of trade terms of the International Chamber of Commerce as in force at the date when the Contract is made between the parties.
b) Unless the context otherwise requires any term or expression which is defined or given a particular meaning by the provisions of Incoterms shall have the same meaning in these conditions but in the event of any conflict between the provisions of Incoterms and these conditions the latter shall apply.
c) The obligations of the parties shall be as specified in the Contract depending on whether under the so called “E” term, “F” terms, “C” terms or “D” terms as may be specified.
d) Letters of credit shall be irrevocable unless otherwise agreed in writing by the parties.
e) In the event the parties agree payment to be by irrevocable letter(s) of credit all conditions of the letter(s) of credit must be agreed by the Company and if not this will be deemed as non performance by the Client.
f) All opening charges and Clients bank charges payable in respect of letter(s) of credit must be paid by the Client and in the event of documents being accepted within this time the Company reserves the right to withdraw such documents if the Client defaults in any way on any of the terms agreed.
14) FORCE MAJEURE
The Company shall be entitled to delay or cancel delivery or to reduce the amount of Goods delivered if and to the extent that it is prevented from or hindered in or delayed in manufacturing, obtaining or delivering the Goods by normal route or means of delivery through any circumstances beyond its control including but not limited to strike, lock outs, accidents, illness, war, fire, reduction or unavailability of materials or power at manufacturing plant, break down of plant machinery or shortage or unavailability of raw materials from usual sources of supply.
Save as provided for in conditions 12 and 14 above no Contract may be cancelled unless by agreement in writing signed by both parties and upon payment to the Company of such amount as may be necessary to indemnify the Company against all losses resulting from the said cancellation.
The Company reserves the right to assign the Contract with the Client or to sub contract the whole or any part thereof to any person, firm or Company.
This Contract shall be subject to the exclusive jurisdiction or the English courts and shall be construed with accordance with English Law.