These terms and conditions set out the basis on which Galpeg Limited trading as Aurora Promotional Merchandise (the “Seller”) supplies goods to the buyer (the “Buyer”). Please read them carefully and ensure that the order, quotation and any agreed specifications are clear before an order is accepted.
1. Prices and Quotations
The price payable for goods will be the price applicable when the order is placed (the “Prevailing Price”). Aurora Promotional Merchandise, a trading name of Galpeg Limited (the “Seller”), will notify the buyer (the “Buyer”) of the Prevailing Price before accepting the order. An order submitted by the Buyer is an offer to purchase the goods at that price. Notification of the Prevailing Price does not, by itself, constitute a counter-offer.
2. Order Acceptance and Changes
The Seller accepts an order by issuing a written acknowledgement, unless the acknowledgement expressly states that it is a counter-offer. The Seller is not obliged to accept any change or amendment to an order, its items or its terms. Any change accepted by the Seller must be confirmed in writing by email, letter or fax.
3. Additional Charges
Unless expressly stated otherwise, quoted prices exclude:
- VAT, which will be charged at the rate applicable at the relevant time;
- postage, carriage and delivery charges, calculated at the rates applicable when the goods are delivered; and
- separately quoted costs for proofs, die screens, jacquards, tools, masters, engraving and other setup or preparation work. These charges are payable in addition to the price of the goods. Any such materials or items remain the Seller’s property.
4. Product Descriptions
Descriptions of products in promotional materials, campaign posters, circulars or similar materials are provided for identification purposes only. The original terms state that such descriptions do not constitute a sale by description. This provision should be reviewed for consistency with applicable statutory rights before use.
5. Samples and Inspection
Samples may be shown or made available for inspection to help the Buyer assess the quality of a bulk order; the original terms state that this does not constitute a sale by sample. The original terms also place the risk of differences from samples and questions of quality, condition or suitability on the Buyer. This provision should be reviewed by a solicitor to ensure it does not purport to exclude rights that cannot lawfully be excluded.
6. Inspection and Notification of Issues
The Buyer should inspect the goods promptly on delivery. Under the original terms, the Buyer must notify the Seller in writing of any alleged non-conformity within seven days of delivery. The original terms state that, if notice is not given within that period, the goods are deemed to conform to the contract and the Buyer must accept and pay for them. This time limit and its legal effect should be reviewed before publication.
7. Delivery
Delivery is deemed to take place when the goods are delivered to the delivery address specified by the Buyer when placing the order.
8. Events Outside the Seller’s Control
The original terms exclude liability for loss, damage, injury, failure or delay in delivery caused by events beyond the control of the Seller, its suppliers or suppliers of raw materials. The listed examples include inability to obtain raw materials, war or enemy action, civil unrest, accidents, plant breakdowns, strikes or lockouts, acts of God or government, explosions, flooding, malicious damage, theft and restrictive actions or omissions by public authorities. The scope and enforceability of this provision should be legally reviewed.
9. Payment and Late Payment
Unless the Seller agrees otherwise in writing, goods must be paid for before delivery. For goods made to the Buyer’s specific design or specification, payment is due when the Seller accepts the order. The original terms permit the Seller, at its discretion, to charge interest on overdue amounts at 4% above NatWest Bank’s base rate, with half-yearly rests, from the due date until payment is received.
10. Quantity Tolerance
Unless the Buyer specifies that only the exact quantity is to be supplied, the original terms treat delivery of a quantity within 10% below or 10% above the quantity specified in the contract as fulfilment of the Seller’s obligations.
11. Price Adjustment for Quantity
Where the delivered quantity falls within the tolerance described in clause 10, the price will be adjusted in proportion to the quantity delivered and the Buyer must pay the adjusted price. References to the Prevailing Price include any such adjustment.
12. Risk, Ownership and Manufacturer Warranties
Risk in the goods passes to the Buyer on delivery.
Ownership of the goods remains with the Seller until the invoice amount for those goods has been paid in full. Until ownership passes, the Buyer must hold the goods on the Seller’s behalf and store or otherwise keep them identifiable as the Seller’s property.
The original terms state that, before ownership passes, the Seller may repossess some or all of the goods and enter the Buyer’s premises for that purpose. They also require proceeds from resale to be held separately and identifiable as the Seller’s money, and state that the Seller may sue for the price even if ownership has not passed. These provisions should be reviewed for legal enforceability and practical suitability.
Any manufacturer’s warranties applicable to goods supplied under the contract will apply. The Seller will endeavour to assist the Buyer with claims under those warranties. The original terms provide that the Seller gives no additional warranties in relation to the goods, subject to any rights that cannot lawfully be excluded.
13. Artwork, Designs and Buyer Responsibilities
The Buyer must provide any copy, artwork or design for the Seller’s approval with the order.
The Buyer confirms that it has all permissions, consents and rights required to authorise the Seller to use the supplied wording, logos, designs, illustrations and other materials for the purposes of the order. The Buyer must ensure that these materials do not unlawfully infringe copyright or other rights, contain defamatory material, or breach applicable laws.
The original terms require the Buyer to indemnify the Seller against claims, costs, losses and expenses arising from a breach of these assurances or from the Buyer’s actions or instructions. The Buyer is also stated to be responsible for compliance with legal requirements applicable to the goods and services supplied. The scope of these indemnities and responsibilities should be legally reviewed.
Where an agency places an order and the Seller recognises it as such, the original terms treat the agency as contracting as principal and responsible for payment and for having authority to place orders and approve amendments to artwork or designs.
The original terms allow the Seller to make alterations to an order or design that it considers necessary to fulfil the order. The scope of this right should be agreed clearly with the Buyer before use.
14. Contract Terms and Variations
These terms are intended to form part of the contract and, under the original wording, to apply in place of terms proposed by the Buyer. Any variation, waiver or addition must be agreed in writing and signed on behalf of both parties.
15. Notices
The original terms state that notices from the Seller may be served by prepaid post addressed to the Buyer at the address supplied or the Buyer’s last known UK business or residential address. Notices to the Seller may be sent to its registered office. These methods are not stated to be exclusive. The parties should confirm suitable notice addresses and methods before relying on this clause.
16. Entire Agreement
The original terms state that the agreement contains the entire agreement between the parties and that no warranty has been made other than one expressly set out in the agreement. This clause is subject to any rights and liabilities that cannot lawfully be excluded.
17. Governing Law and Jurisdiction
The original terms provide that the contract is governed by English law and that disputes are to be resolved by the courts of England and Wales.