TERMS OF BUSINESS


1. Definitions

1.1 “Customer”
Means the person who buys or agrees to buy the goods/services from Databac.

1.2 “Conditions”
Means the terms and conditions set out in this document and any special terms and conditions agreed in writing by Databac.

1.3 “Delivery Date”
Means the date estimated by Databac when the Goods are to be delivered.

1.4 “Goods”
Means the articles which the Customer agrees to buy from Databac or (as the case may be) the services to be performed by Databac.

1.5 “Price”
Means the price for the Goods excluding VAT.

1.7 “Databac”
Means Databac Group Limited of Number One, The Ashway Centre, Elm Crescent, Kingston upon Thames, Surrey, England, KT2 6HH (Registered in England: number 1829 889).

2. Conditions Applicable

2.1 These conditions shall apply to all contracts for the sale or supply of Goods by Databac to the Customer to the exclusion of all other terms and conditions including any terms or conditions which the Customer may purport to apply under any purchase order, confirmation of order or similar document.

2.2 All orders for Goods/services shall be deemed to be an offer by the Customer to purchase the Goods/services pursuant to these conditions.

2.3 Acceptance of delivery of the Goods or the performance of the services shall be deemed conclusive evidence of the Customer’s acceptance of these conditions.

2.4 Any variation to these conditions (including any special terms and conditions agreed between the parties) shall be inapplicable unless agreed in writing by Databac.

3. The Price and Payment

3.1 Where goods are ordered from any Databac published sales list the Price of the Goods shall be the current published price for those Goods ruling at the date of acceptance of the order by Databac. Where any order is made for Goods that are individual or customised products or services then the price shall be the price quoted in writing by Databac. All prices are published or quoted exclusive of value added tax which will be added at the ruling rate at the date of Databac’s invoice.

3.2 Where the Customer has an approved credit account with Databac payment of the Price and VAT shall be due within 28 days from the end of month of invoice.

3.3 In all other cases payment of the Price and VAT shall be paid in full prior to the despatch or delivery of the Goods or the performance of the services.

3.4 Where Goods are to be delivered overseas or services performed overseas the Customer shall pay any tax, duty or levy imposed in any overseas country or territory in respect of the sale or supply of the Goods or performance of any services.

3.5 All prices and quotations prior to the issue by Databac of its order acknowledgement may be varied or withdrawn at any time and without notice.

3.6 Interest on overdue amounts shall accrue from the date when payment became due until the date of payment to Databac at 4% above Barclays Bank PLC’s Base Rate published in London from time to time in force and shall accrue at such a rate after as well as before any judgment. In addition Databac may in its discretion withdraw any discounts or allowances.

3.7 For Goods delivered to a UK mainland address the minimum carriage charge is £8.00 which will be charged in addition to the Price for the Goods and added to the invoice. If the Customer requests in writing an alternative method of delivery the full cost shall be paid by the Customer in addition to the Price for the Goods and will be added to the cost of the Goods.

3.8 For Goods ordered for delivery outside mainland UK the Price shall be exclusive of the costs of delivery carriage insurance and freight which will be paid by the Customer in addition to the Price for the Goods and will be added to the cost of the Goods.

3.9 All prices quoted and appearing in any sales and price lists are shown exclusive of value added tax which shall be added.

3.10 Minimum order value for any Goods is £50.00 exclusive of value added tax.

3.11 All amounts due shall be paid in pounds sterling to Databac at the address shown on its invoice.

4. Order

4.1 No order placed by a Customer shall be binding on Databac until Databac has issued its order acknowledgement form.

4.2 Any orders placed by facsimile must immediately be confirmed in writing by the Customer and that written confirmation must be marked “Confirmation”: otherwise no responsibility is accepted either for non-delivery or duplication of orders.

5 Card Orders

5.1 Artwork Proofs: Unless specified in writing by the Customer at the time of the order all proofs for printing are supplied in black and white. Colour proofs may incur an additional charge.

5.2 Whilst every reasonable precaution is taken to ensure the accuracy of proofs Databac accepts no liability for any errors not advised in writing by the Customer prior to or when approving proofs.

5.3 Specifications: Databac accepts no liability for errors of design and manufacture which arise from incorrect and incomplete written specifications being provided by the Customer at the time of order.

5.5 Custom designed and printed card order quantity: Databac reserves the right to supply up to 10% over or below quantity ordered and to charge accordingly.

5.6 Cards to be used with dye-sublimation card printers: The Customer is advised that the demands made on the plastic/PVC card surface quality by the dye-sublimination process are in excess of those physically obtainable by any card manufacturing process. Whilst Databac makes every effort to ensure that all plastic/PVC cards are produced to a commercially acceptable standard Databac accepts no liability for any damage caused to printing heads or incomplete images caused by laser spots. Databac recommends that cards are individually cleaned by the Customer before printing.

6. Warranty and Liability

6.1 Databac warrants that any Goods ordered by any description sample or specification provided by Databac will at the time of delivery correspond to that written description or specification or sample given by Databac to the Customer. Where Goods are made to a specification agreed by Databac with the Customer then at the time of delivery the Goods will correspond to that agreed specification.

6.2 Except where the Customer is dealing as a consumer (as defined in the Unfair Contracts Terms Act 1977 Section 12) all other warranties conditions or terms relating to fitness for purpose suitability or condition of the Goods and whether implied by statute or common law or otherwise are excluded.

6.3 Databac shall be under no liability whatever to the Customer for any indirect loss and or expense including loss of profits incurred by the Customer arising out of a breach by Databac of this Contract.

6.4 In the event of any breach of this Contract by Databac the remedies of the Customer shall be limited to damages. Under no circumstances (other than in respect of personal injury or death) shall the liability of Databac exceed the price of the Goods.

7. Delivery of Goods

7.1 Goods ordered for use on the mainland UK shall be delivered to the Customer’s mainland UK address shown on the order. Goods ordered for use overseas shall be dispatched to a mainland UK carrier. Databac shall arrange a contract of carriage and insurance for the Goods to the Customer’s overseas address shown on the order and shall insure the Goods from dispatch until delivery on terms currently available for the benefit of the Customer. The Goods shall be at the risk of the Customer from the point of delivery to the carrier.

7.2 The Customer shall make all necessary arrangements to take delivery of the Goods when they are tendered for delivery.

7.3 Delivery Dates are estimates only: time shall not be of the essence.

7.4 If the Contract provides for delivery of the Goods by instalments each instalment shall be deemed to be the subject of a separate Contract. Non-delivery, delay, shortage or defect in any delivery of an instalment shall not affect the contracts relating to the other instalments.

7.5 Where Goods are ordered for delivery overseas the Customer shall promptly at its own expense obtain all necessary import licences clearances and other consents for the purchase of the Goods. Databac will upon request supply such documents reasonably required by the Customer for this purpose.

8. Acceptance of the Goods

8.1 The Customer shall be deemed to have accepted the Goods 48 hours after delivery to the Customer.

8.2 After acceptance by the Customer it shall not be entitled to reject Goods which are not in accordance with this Contract.

8.3 Where Databac agrees to the return of the Goods they must be returned carriage paid: if they are found to be defective, or damaged or fail to comply with description or sample Databac will refund the reasonable carriage costs.

8.4 If upon examination by Databac the Goods are defective, short in quantity, damaged whilst at Databac’s risk, or fail to comply with the description or sample or specification then Databac shall make good the defect, shortage or damage by replacing such Goods or if it elects by refunding a proportion of the Price.

8.5 Databac shall have no liability for any other direct loss and or expense or indirect loss and or expense suffered by the Customer or liability to third parties incurred by the Customer.

8.6 Databac shall be under no obligation to take back any Goods ordered. If Goods are at Databac’s discretion permitted to be returned there will be a restocking charge of a minimum of 20% of the Price for the Goods ordered and payable upon the return of the Goods.

9. Title and Risk

9.1 Goods shall remain the property of Databac until unconditional payment in full has been received by Databac both for the Goods the subject of this Contract and for any other monies due from the Customer to Databac on any account.

9.2 Until such unconditional payment has been received the Customer shall keep such Goods on a fiduciary basis as bailee for Databac and store the Goods separately and clearly identify the Goods as the property of Databac.

9.3 The Customer may dispose of the Goods in respect of which property has not passed in the ordinary course of its business as principal provided that the entire proceeds of sale shall be held by the Customer in its fiduciary capacity as agent for Databac and shall not be mixed with other money paid into an overdrawn account and shall at all times be identified as Databac’s money.

9.4 The Customer hereby assigns to Databac all rights and claims which the Customer may have against its own customers arising from sales to its own customers referred to in sub-clause 9.3 above until unconditional payment has been received by Databac in full as aforesaid.

9.5 Databac may appropriate payments made by the Customer to such Goods and accounts as it thinks fit notwithstanding any purported appropriation by the Customer to the contrary and may make such appropriation at any time.

9.6 At any time prior to property in Goods passing to the Customer Databac may (without prejudice to any of its rights) re-take possession of all or any part of the Goods and enter any premises for that purpose (or authorise others to do so) which the Customer hereby authorises.

9.7 Notwithstanding the provisions of this clause risk in all Goods supplied shall pass to the Customer when ordered for delivery to the mainland UK when delivered to the Customer’s address on the mainland UK or when ordered for overseas delivery when delivered to the carrier on the mainland UK for onward freight to the Customer.

10. Technical Advice

10.1 Whilst Databac takes reasonable care to ensure that any technical advice given by its employees and agents is accurate Databac will not accept liability for the loss or damage (to the extent permitted by statute) resulting from the application of that advice.

10.2 All data and information given about suitable uses and descriptions concerning Databac products is compiled from research and whilst believed to be reliable is not warranted and is provided for Customer’s guidance only. The Customer is recommended independently to determine the suitability of any product for the Customer’s own purposes.

10.3 The Customer shall make no representation or warranty about the Goods to any third party unless firstly approved in writing by Databac.

11. Financial Risk

If Databac considers in its absolute discretion that the financial circumstances of the Customer do not justify the credit terms or any other arrangements previously agreed or if the Customer fails to make payment when due or to comply with any other material requirement under the contract Databac may at its option either require payment in cash before despatch of Goods remaining to be delivered (or the provision of services remaining to be provided) or may cancel any contract with the Customer without prejudice to Databac’s other rights and remedies.

12. Force Majeure

Databac shall not be liable for failure to perform any of its contractual obligations by reason of any circumstances beyond its reasonable control including but not limited to strikes, lockouts, accidents, fire, reduction in or unavailability of power supplies, breakdown of plant or machinery or shortage or unavailability of raw materials from usual resources or routes of supply.

13. Advertising and Display Material

Databac advertising and display material is supplied to Customers for their own business and only for use and exhibition at addresses approved by Databac and shall be promptly returned to Databac upon request. Such material shall remain Databac’s property. All design rights and other intellectual property rights in such belong to Databac.

14. Severability of Terms

Each of these terms of business shall be construed as separate and independent of all other terms so that any invalidity attaching to one term shall in no way affect the validity of the other terms.

15. Alterations and Amendments

Databac reserves the right to alter or amend these terms of business generally or for any particular class of goods, services or Customer.

16. Return Policy on products supplied

All products are supplied on a 12 month ‘return-to-base’ basis unless a separate on-site warranty agreement has been agreed and paid for in full by the client. Products not returned in their ‘original’ or re-saleable packaging may incur a charge for providing replacement packaging. All goods returned must be accompanied by a Returns Authorisation Note (contact sales to arrange this.) Products returned without this may be returned un-opened. Carriage may be charged on goods not covered by warranty

17. Insolvency or other default of the Customer

If:

  • the Customer fails to make payment for the Goods in accordance with this Contract or
  • the Customer commits any other breach of this Contract or
  • the Customer offers to make any arrangement with his or its creditors or
  • the Customer being an individual commits an act of bankruptcy or
  • the Customer being an individual, a petition in Bankruptcy is presented against the Customer or
  • the Customer being a limited company any resolution or petition to wind up the company (other
  • than for the purpose of amalgamation or reconstruction without insolvency) shall be passed or
  • presented or
  • the Customer being a limited company, a Receiver/Administrator or Administrative Receiver shall be appointed over the whole or any part of the Customer’s business or assets or
  • if the Customer shall suffer any similar proceedings or process under any foreign law THEN:

1. All sums outstanding in respect of the Goods shall become payable immediately.
2. In its absolute discretion and without prejudice to other rights Databac may suspend all future deliveries of Goods to the Customer and or terminate the Contract without liability on its part.

18. Governing Law

These terms of business and the contract for the supply of Goods and services by Databac shall be governed by and construed in accordance with English Law and the Customer submits to non-exclusive jurisdiction of the English Courts without prejudice to the rights of Databac to commence proceedings in any other jurisdiction.

19. Headings

The headings of these terms of business do not form part of the terms of business and shall not affect the construction hereof.

20. Trade Purchasers

These conditions only apply if the Customer is either a wholesaler, dealer, or reseller (“Trade Purchaser”) when the Trade Purchaser shall: (A) ensure that at all times before sale:
(i) the goods are properly and adequately stored and handled.
(ii) the goods remain in their original packaging and the marks and numbers on the goods and their packaging are not removed, obliterated or defaced in any way.
(B) ensure that the goods are sold from premises suitable for the display and sale of the goods under satisfactory conditions.
(C) resell to Trade Purchasers on condition that the Trade Purchasers will observe the provisions of conditions (A) and (B) above with regard to goods which Trade Purchasers resell.
(D) discontinue supplies to any Trade Purchaser who is in breach of conditions (A) and (B) above.
(E) supply to each Trade Purchaser purchasing from them prior to the first sale a statement of the obligations imposed upon the Trade Purchaser by virtue of of condition (C) and
(F) on request supply Databac in writing with the names and addresses of all Trade Purchasers.

© Databac Group Limited, 1 The Ashway Centre, Elm Crescent, Kingston upon Thames, Surrey KT2 6HH, U.K. Revision 5 20/04/03