CONDITIONS OF SUPPLY

Premier Print & Promotions Limited

1. Definitions and Interpretation

1.1 In these Conditions:

Company means Premier Print & Promotions Limited.

Conditions means these Conditions of Supply.

Confidential Information means any information disclosed by one party to the other which is marked as confidential or which ought reasonably to be understood to be confidential by its nature or circumstances of disclosure.

Contract means any contract between the Company and the Customer for the supply of Goods incorporating these Conditions.

Customer means any person, firm, company or organisation to whom a quotation or Sales Order Acknowledgement is addressed and includes any successor in title.

Delivery Point means the location specified for delivery under clause 5.

Goods means goods or materials agreed to be supplied under the Contract (including any part of them).

Incoterms® 2020 means the Incoterms rules published by the International Chamber of Commerce in force at the date of the Contract.

Input Material means artwork, designs, specifications, data or other materials supplied by the Customer.

Intellectual Property Rights means all intellectual property rights worldwide whether registered or unregistered.

Output Material means any materials created or developed by the Company relating to the Goods.

Sales Order Acknowledgement means the Company’s written acceptance of the Customer’s order.

1.2 References to clauses are to clauses of these Conditions.

1.3 Clause headings do not affect interpretation.

1.4 Words in the singular include the plural and vice versa.

1.5 References to legislation include amendments and re-enactments.

1.6 Customer Status

These Conditions apply to both business Customers and consumers. Nothing in these Conditions limits or excludes a consumer’s statutory rights.

2. Application of Conditions

2.1 All quotations and orders are made and accepted exclusively subject to these Conditions. Any terms proposed by the Customer are rejected unless expressly agreed in writing by an authorised signatory of the Company.

2.2 A quotation is not binding. A Contract is formed only upon the Company issuing a Sales Order Acknowledgement.

2.3 The Customer is responsible for ensuring that its order and any Input Material are complete and accurate.

2.4 The Company may correct typographical, clerical or accidental errors without liability.

2.5 No order may be cancelled, varied or deferred without the Company’s prior written agreement. Where agreed, the Company may require compensation for reasonable losses, including labour, materials and loss of profit.

2.6 Samples, illustrations and marketing materials are indicative only and do not form part of the Contract.

2.7 The Company may make changes to Goods required to comply with law or regulatory requirements or which do not materially affect their nature or quality.

2.8 Order of Precedence and Supremacy

(a) The Contract comprises, in descending order of precedence:

(i) the Sales Order Acknowledgement;

(ii) these Conditions;

(iii) any documents expressly incorporated into the Sales Order Acknowledgement.

(b) These Conditions prevail over any Customer terms or prior communications.

(c) No variation or override is effective unless expressly agreed in writing and signed by an authorised signatory of the Company.

(d) These Conditions supersede any prior terms between the parties unless a separate written agreement expressly states that it overrides these Conditions.

3. Obligations of the Customer

3.1 The Customer shall provide all information, cooperation and approvals reasonably required to enable the Company to perform the Contract.

3.2 Where Goods are produced using Input Material, the Customer warrants that such material does not infringe third-party rights or breach applicable law.

3.3 The Customer shall indemnify the Company against any loss, damage, cost or expense arising from infringement or regulatory breach resulting from Customer Input Material.

3.4 Responsible Business Conduct

The Customer shall not require the Company to act in breach of applicable anti-bribery, sanctions, modern slavery, environmental or human rights legislation. The Company may suspend or terminate the Contract where compliance risks reasonably arise.

4. Price

4.1 The price shall be that confirmed in the Sales Order Acknowledgement.

4.2 The Company may adjust pricing prior to delivery to reflect cost increases beyond its reasonable control, including exchange rate fluctuations, duties, materials or labour increases, or Customer-requested changes.

4.3 Prices exclude VAT unless stated otherwise.

4.4 Unless otherwise agreed, prices are Ex Works (Incoterms® 2020).

5. Delivery

5.1 Delivery dates are estimates unless expressly agreed in writing as guaranteed.

5.2 Delivery shall be to the location specified in the Sales Order Acknowledgement.

5.3 For business Customers, risk passes upon delivery or deemed delivery.

5.4 For consumers, risk passes when the Goods come into the consumer’s physical possession or that of a person identified by the consumer.

5.5 If the Customer fails to accept delivery, the Company may store the Goods at the Customer’s risk and cost or resell them and recover any shortfall.

6. Confidentiality and Intellectual Property

6.1 Each party shall keep the other’s Confidential Information confidential and use it solely for the purposes of the Contract.

6.2 Intellectual Property Rights in Output Material remain the property of the Company unless expressly agreed otherwise in writing.

7. Payment

7.1 Payment terms shall be as stated in the Sales Order Acknowledgement.

7.2 Time for payment is of the essence.

7.3 The Company may charge interest on overdue amounts in accordance with the Late Payment of Commercial Debts (Interest) Act 1998.

7.4 The Company may suspend supply or terminate the Contract for non-payment.

8. Force Majeure

The Company shall not be liable for delay or failure to perform caused by circumstances beyond its reasonable control. If such circumstances continue for more than 60 days, either party may terminate the affected Contract without liability (save for accrued rights).

9. Warranty

9.1 Business Customers

The Company warrants that Goods will be of satisfactory quality at delivery.

Business Customers must notify defects within 3 days of discovery.

9.2 Consumers

Nothing in these Conditions limits or excludes a consumer’s statutory rights under the Consumer Rights Act 2015.

10. Limitation of Liability

10.1 Nothing excludes liability for death or personal injury caused by negligence, fraud, or any liability that cannot legally be limited.

10.2 Business Customers

The Company’s total liability shall not exceed the Contract price. The Company shall not be liable for indirect or consequential loss, including loss of profit or goodwill.

10.3 Consumers

Nothing in this clause limits statutory consumer rights.

11. Export

Export deliveries shall be governed by Incoterms® 2020 unless otherwise agreed in writing. The Customer is responsible for import compliance and duties.

12. Retention of Title

12.1 Title to the Goods shall not pass until full payment is received.

12.2 Business Customers Only

Until title passes, the Customer shall store Goods separately and identifiable as the Company’s property. The Company may recover Goods if payment is overdue.

13. Termination

Either party may terminate immediately for material breach, insolvency, or persistent non-compliance.

Upon termination, all outstanding sums become immediately payable.

14. Website and Distance Sales (Consumers)

14.1 This clause applies to distance sales.

14.2 A Contract is formed only when a Dispatch Notification is issued.

14.3 Consumers may cancel within 14 days of receiving the Goods.

14.4 To cancel, the consumer must notify the Company before the 14-day period expires.

14.5 Consumers must return Goods within 14 days of cancellation and are responsible for return costs.

14.6 Refunds will be issued within 14 days of receipt of returned Goods (or proof of return).

14.7 The right to cancel does not apply to bespoke, personalised or custom-made Goods.

14.8 Nothing limits statutory rights relating to faulty or misdescribed Goods.

14.9 Data Protection

Personal data is processed in accordance with the Company’s Privacy Policy.

15. Notices

Notices must be in writing and sent to the registered address or notified address of the relevant party.

16. Governing Law and Dispute Resolution

16.1 Business Customers

Disputes shall be referred to arbitration under English law unless otherwise agreed.

16.2 Consumers

Consumers may bring proceedings in the courts of England and Wales, including through the small claims process.

16.3 These Conditions are governed by English law.