1.1 These Terms tell you the terms and conditions on which we supply any of our products ("Products") to you. You should understand that by ordering any of our Products, you agree to be bound by these terms and conditions.
2. INFORMATION ABOUT US
2.1 We trade as "MasterMailer" and "Woodford Brook Ltd". Our company number is 8625729 and our registered office is 200 Woodford Road, Woodford, SK7 1QF. Our VAT number is 167380979.
3. SERVICE AVAILABILITY
3.1 We have standard delivery charges for customers who require delivery on the UK Mainland. Although we are happy to supply product elsewhere, additional delivery charges will apply. If you are not on the UK mainland, please give us a call so we may calculate the delivery charges for you to consider before proceeding with an order.
4. HOW THE CONTRACT IS FORMED BETWEEN YOU AND US
4.1 Your placing an order constitutes an offer to us to buy a Product. All orders are subject to acceptance by us.
4.2 We will not be obliged to supply Products which may have been part of your order until the dispatch of such Products has been confirmed.
5. AVAILABILITY AND DELIVERY
5.1 In normal circumstances:
5.1.1 We will deliver an order within the agreed period, but we cannot be held liable for any loss caused by late delivery. If we do deliver late you are not entitled to regard this as a breach of contract.
5.1.2 Goods will be delivered to the delivery address supplied by you. You are considered to have given authority to accept a delivery on your behalf to any person who actually accepts delivery at the delivery address.
5.1.3 If we, or any agent on our behalf, cannot deliver to the delivery address then we may, either store the goods and deliver at a later date or return the goods to stock and deliver similar goods later.
5.1.4 You are obliged to provide adequate labour and facilities at the delivery or collection address to load or unload the goods without undue delay. We will require compensation for any loss we suffer arising from delivery or collection or non-delivery or non-collection of the goods. If it is not our fault nor that of our agent, that any delivery or collection is delayed or cannot be carried out then we will charge you for any extra costs incurred.
5.1.5 If we deliver in instalments to you, then each instalment is a separate contract. If payment in full is not made to us at the proper time for orders, which have already been delivered, then we may withhold or cancel delivery of any other of your orders, which have not yet been delivered.
5.1.6 Our prices exclude delivery or transport charges, insurance in transit and taxes. We will charge you extra for transport, packaging taxes and insurance as applicable.
5.2 If we cannot deliver your order within the period agreed between us then we will contact you and you may choose to cancel your order and we will provide you, in those circumstances with a full refund.
5.3 We may refuse to accept the return of any duplicate order or to issue you a credit invoice where, in our reasonable opinion, the Products were delivered in accordance with a valid order. In those circumstances, unless we agree otherwise, you will remain liable to pay us the price together with the delivery fee and any other applicable taxes or duties. Where we do accept the return of products delivered in accordance with a valid order, we reserve the right to apply an administration charge of 10% of the total value of the order.
5.4 We will replace at no extra cost to you any Products damaged on or before delivery, provided that you notify us of the damage by email or telephone as soon as is reasonably possible after receipt. We will replace at no extra cost to you, any Products which in our reasonable opinion have been lost in transit provided that you notify us by telephone or in writing if the Products fail to arrive within 28 days after the anticipated delivery date. Where Goods are despatched to you direct from printers, the printer's policy in relation to claims for items damaged or lost in transit shall apply.
6. RISK AND TITLE
6.1 The Products will be at your risk from the time of delivery.
6.2 Legal and beneficial title to the Products will remain with Woodford Brook Ltd until all sums owed to us either under this contract or any other contract in existence at the date of the order have been paid in full. Ownership of the Products will only pass to you when we receive full payment of all sums due, including delivery charges, taxes and all other sums due to us from you for sales of Product.
6.3 Until title to Products has passed to you, you shall:
6.3.1 hold such Products as our trustee
6.3.2 store such Products separately from all other goods held by you so that they remain readily identifiable as our property
6.3.3 not remove, deface or obscure any identifying mark or packaging on or relating to such Products.
6.4 If before title to Products passes to you:
6.4.1 you fail to pay any amount due to us for Products on the due date for payment or
6.4.2 you suspend, or threaten to suspend, payment of your debts or you are or are deemed to be, insolvent, bankrupt, unable to pay your debts as they fall due for payment, or you admit inability to pay your debts or are deemed unable to pay your debts within the meaning of section 123 of the Insolvency Act 1996, or you commence negotiations with all or any class of your creditors with a view to rescheduling any of your debts, or you enter into any composition or arrangement with your creditors generally or 6.4.3 an order is made, a resolution is passed, or a notice is issued convening a meeting for the purpose of passing a resolution, or any analogous proceedings are taken, for your winding-up, administration or dissolution or
6.4.4 any liquidator, trustee in bankruptcy, receiver, administrative receiver, administrator or similar officer is appointed over, or in respect of, you or any part of your business or assets then without limiting any other right or remedy that we may have, we may at any time require you to deliver up such Products and, if you fail to do so promptly, we may enter any of your premises where the relevant Products are stored in order to recover them.
7. PRICE AND PAYMENT
7.1 The price of any Products will be as quoted, except in cases of obvious error.
7.2 These prices exclude VAT and delivery costs, which will be added to the total amount due
7.3 Prices are liable to change at any time, but changes will not affect orders in respect of which we have already dispatched the goods to you.
7.4 We will normally verify prices as part of our dispatch procedures so that, where a Product's correct price is less than our stated price, we will charge the lower amount when dispatching the Product to you. If a Product's correct price is higher than the price stated on our site, we will normally, at our discretion, either contact you for instructions before dispatching the Product, or reject your order and notify you of such rejection.
7.5 We are under no obligation to provide the Product to you at the incorrect (lower) price, if the pricing error is obvious and unmistakable and could have reasonably been recognised by you as a mis-pricing.
7.6 We accept payment for Products through cheque, BACS or a number of different credit and debit cards.
8. BESPOKE PRODUCTS
8.1 Where we are producing bespoke Products, the following additional conditions apply:
8.1.1 Estimates are based on the printer's current costs of production and unless otherwise agreed are subject to amendment. Prices quoted are valid for 30 days.
8.1.2 All work carried out whether experimental or otherwise, eg artwork development , at a customer's request will be charged for. Charges may also be applied to cover any additional work required where artwork supplied is not clear or legible.
8.1.3 Proofs of work may be supplied for customer's approval and we shall have no liability for any errors not corrected by the customer in proofs. Customer alterations and additional proofs required may be charged extra. Where style, type or layout is left at our discretion by the customer, subsequent changes requested by the customer may be charged for.
8.1.4 Prices quoted include, unless otherwise specified, delivery to the customer's address as quoted in the original order. Delivery to different address may incur additional charges.
8.1.5 Should work be caused by the customer to be suspended or delayed for more than 30 days, then we shall be entitled to payment for work already carried out, any materials specifically ordered, storage, and any other relevant costs.
8.1.6 We will make every endeavour to deliver the quantity ordered, but prices quoted are conditional upon margins of 10 per cent being charged or deducted for overs or shorts in production.
9. OUR LIABILITY
9.1 We warrant to you that any Product purchased from us through our site is of satisfactory quality and reasonably fit for all the purposes for which products of the kind are commonly supplied.
9.2 Our liability for losses you suffer as a result of us breaking this agreement is strictly limited to the purchase price of the Product you purchased.
9.3 This does not limit our liability for any matter for which it would be illegal for us to exclude, or attempt to exclude, our liability.
9.4 We are not responsible for indirect losses which happen as a side effect of the main loss or damage and which are not foreseeable by you and us, including but not limited to:
9.4.1 loss of income or revenue
9.4.2 loss of business
9.4.3 loss of profits or contracts
9.4.4 loss of anticipated savings
9.4.5 loss of data, or
9.4.6 waste of management or office time however arising and whether caused by tort (including negligence), breach of contract or otherwise..
9.5 We shall not be liable to you for any losses arising from delay in transit.
10. INTELLECTUAL PROPERTY RIGHTS
10.1 You will not do, or permit to be done, anything that may detrimentally affect our copyright, trade marks or any other intellectual property rights in the Products.
11. WRITTEN COMMUNICATIONS
11.1 Written communications from us will predominantly be via email. For contractual purposes, you agree to this electronic means of communication and you acknowledge that all contracts, notices, information and other communications that we provide to you electronically comply with any legal requirement that such communications be in writing. This condition does not affect your statutory rights.
12.1 Save as set out in these terms, all notices given by you to us must be given to Woodford Brook Ltd, 200 Woodford Road, Woodford, Stockport SK7 1QF. We may give notice to you at either the e-mail or postal address you provide to us when placing an order. Notice will be deemed received and properly served immediately when posted on our website, 24 hours after an e-mail is sent, or three days after the date of posting of any letter. In proving the service of any notice, it will be sufficient to prove, in the case of a letter, that such letter was properly addressed, stamped and placed in the post and, in the case of an e-mail, that such e-mail was sent to the specified e-mail address of the addressee.
13. TRANSFER OF RIGHTS AND OBLIGATIONS
13.1 The contract between you and us is binding on you and us and on our respective successors and assigns.
13.2 You may not transfer, assign, charge or otherwise dispose of a Contract, or any of your rights or obligations arising under it, without our prior written consent.
13.3 We may transfer, assign, charge, sub-contract or otherwise dispose of a Contract, or any of our rights or obligations arising under it, at any time during the term of the Contract.
14. EVENTS OUTSIDE OUR CONTROL
14.1 We will not be liable or responsible for any failure to perform, or delay in performance of, any of our obligations under a Contract that is caused by events outside our reasonable control ("Force Majeure Event").
14.2 A Force Majeure Event includes any act, event, non-happening, omission or accident beyond our reasonable control and includes in particular (without limitation) the following:
14.2.1 Strikes, lock-outs or other industrial action.
14.2.2 Civil commotion, riot, invasion, terrorist attack or threat of terrorist attack, war (whether declared or not) or threat or preparation for war.
14.2.3 Fire, explosion, storm, flood, earthquake, subsidence, epidemic or other natural disaster.
14.2.4 Impossibility of the use of railways, shipping, aircraft, motor transport or other means of public or private transport.
14.2.5 Impossibility of the use of public or private telecommunications networks.
14.2.6 The acts, decrees, legislation, regulations or restrictions of any government.
14.3 Our performance under any Contract is deemed to be suspended for the period that the Force Majeure Event continues, and we will have an extension of time for performance for the duration of that period. We will use our reasonable endeavours to bring the Force Majeure Event to a close or to find a solution by which our obligations under the Contract may be performed despite the Force Majeure Event.
15.1 If we fail, at any time during the term of a Contract, to insist upon strict performance of any of your obligations under the Contract or any of these terms and conditions, or if we fail to exercise any of the rights or remedies to which we are entitled under the Contract, this shall not constitute a waiver of such rights or remedies and shall not relieve you from compliance with such obligations.
15.2 A waiver by us of any default shall not constitute a waiver of any subsequent default.
15.3 No waiver by us of any of these terms and conditions shall be effective unless it is expressly stated to be a waiver and is communicated to you in writing in accordance with condition 12.
16.1 If any of these terms and Conditions or any provisions of a Contract are determined by any competent authority to be invalid, unlawful or unenforceable to any extent, such term, condition or provision will to that extent be severed from the remaining terms, conditions and provisions which will continue to be valid to the fullest extent permitted by law.
17. ENTIRE AGREEMENT
17.1 These terms and conditions and any document expressly referred to in them represent the entire agreement between us in relation to the subject matter of any Contract and supersede any prior agreement, understanding or arrangement between us, whether oral or in writing.
17.2 We each acknowledge that, in entering into a Contract, neither of us has relied on any representation, undertaking or promise given by the other or be implied from anything said or written in negotiations between us prior to such Contract except as expressly stated in these terms and conditions.
17.3 Neither of us shall have any remedy in respect of any untrue statement made by the other, whether orally or in writing, prior to the date of any Contract (unless such untrue statement was made fraudulently) and the other party's only remedy shall be for breach of contract as provided in these terms and conditions.
18. OUR RIGHT TO VARY THESE TERMS AND CONDITIONS
18.1 We have the right to revise and amend these terms and conditions from time to time.
18.2 You will be subject to the policies and terms and conditions in force at the time that you order products from us, unless any change to those policies or these terms and conditions is required to be made by law or governmental authority (in which case it will apply to orders previously placed by you), or if we notify you of the change to those policies or these terms and conditions before we dispatch your goods (in which case we have the right to assume that you have accepted the change to the terms and conditions, unless you notify us to the contrary within seven working days of receipt by you of the Products).
19. LAW AND JURISDICTION
19.1 Contracts for the purchase of Products from us and any dispute or claim arising out of or in connection with them or their subject matter or formation (including non-contractual disputes or claims) will be governed by English law. Any dispute or claim arising out of or in connection with such Contracts or their formation (including non-contractual disputes or claims) shall be subject to the non-exclusive jurisdiction of the courts of England and Wales.