| 1. |
Introduction
These terms and conditions (the ‘Terms and Conditions’) shall apply to and govern all Orders between Dennison (UK) Ltd, as the seller (‘Dennison (UK)’ or ‘us/we’) and you as the buyer (‘the Buyer’ or ‘you’) and shall apply exclusively to each contract for the sale and supply (the ‘Order’) of goods which shall be specified in the quotation (‘the Goods’). YOUR ATTENTION IS DRAWN TO THE FOLLOWING PROVISIONS BELOW CLAUSE 8 WARRANTIES AND LIABILTY, CLAUSE 9 RISK, CLAUSE 10 RETENTION OF TITLE AND CLAUSE 12 INDEMNITY. No variation in any documents from the Buyer purporting to vary these Terms and Conditions shall be effective unless expressly agreed in writing by Dennison (UK). |
| 2. |
| Prices |
| (i) |
All prices for Goods (the ‘Price’) will be set out in a quotation (the ‘Quotation’) and are in £UK; and for UK buyers will be subject to Value Added Tax at the rate prevailing at the time of despatch. |
| (ii) |
If the Buyer places an Order via Dennison (UK)’s web site the price will be set out in the Quotation arising from the Order. |
| (iii) |
Requests for Orders with expedited delivery may be agreed by Dennison (UK) but at additional cost. |
| (iv) |
Whilst every endeavour will be made to maintain the prices we reserve the right to alter prices at any time without prior notice. |
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| 2. |
Quotations
Quotations given by Dennison (UK) shall expire 14 days from the date of issue unless accepted in writing by Dennison (UK). |
| 3. |
| Bespoke Orders for Packaging |
| (i) |
All quotations issued by Dennison (UK) to the Buyer for bespoke print related orders (‘Bespoke Orders’) shall be subject to available production capacity and to acceptance and sign off of final artwork and pre-production sampling by the Buyer. |
| (ii) |
In the case of Bespoke Orders being cancelled by the Buyer, Dennison (UK) shall be entitled to payment for work already undertaken, materials ordered and other additional costs involved, including all production times which cannot be reallocated. |
| (iii) |
Any alterations including corrections by the Buyer to artwork supplied by the Buyer which require additional work by Dennison (UK) shall incur an additional charge. |
| (iv) |
Due to the normal variations present in the printing process between colour proofing and actual production runs, a reasonable variation in colour between colour proofs and the completed job will be deemed acceptable. |
| (v) |
Dennison (UK) accepts no responsibility whatsoever for any errors present in proofs that have not been corrected by the Buyer having been given the opportunity to do so by Dennison (UK). |
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| 5. |
Specialised Packaging
Where the Goods supplied consist of packaging intended for use in connection with any specialised use including but not limited to food, drugs or volatile or fragile substances, the Buyer shall satisfy themselves that such article is not or is not likely to be affected by any material used by in the printing of or manufacturing of such packaging. Dennison (UK) shall not be liable to the Buyer in respect of any claim alleging that such specialised use has been adversely affected unless Seller has expressly warranted to the Buyer that such Goods are suitable for the aforesaid use. Dennison (UK)s entire liability shall be limited to the value of the goods and Dennison (UK) shall be under no liability if the goods are not paid for by the due date. Dennison (UK) expressly excludes liability for consequential loss to the Buyer and or any third party claims occasioned by a breach of this Terms and Condition. |
| 6. |
| Delivery and Acceptance |
| (i) |
Any delivery date given by us to the Buyer shall be an estimate date only and while we will always endeavour to comply with any such date Dennison (UK) shall not be responsible for late delivery and without prejudice to the generality of the forgoing we shall not be liable for late delivery or failure to deliver through any cause which is beyond our reasonable control. Without limiting the foregoing the following shall be regarded as examples of causes beyond Dennison (UK)’s reasonable control: |
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| (a) |
strikes, lock-outs or other industrial actions or trade disputes (whether involving employees of Dennison (UK) or of a third party); |
| (b) |
difficulties in obtaining raw materials, labour, fuel, parts or machinery; |
| (c) |
power failure or breakdown in machinery. |
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| (ii) |
Dennison (UK) will make every endeavour to deliver the correct quantities ordered, but it will be a term of contract that margins of plus/minus 10% for variations in quantity shall be charged or deducted as appropriate on bespoke customised products. |
| (iii) |
Any complaint by the Buyer of short delivery or damage to the Goods shall have been notified in writing to Dennison (UK)within 2 days upon receipt of the Goods. Any complaint by the Buyer of failure to deliver shall have been notified within 7 days of the receipt by the Buyer of the invoice or advice of dispatch whichever is the earlier. Dennison (UK)’s entire liability shall be limited to the value of the goods and Dennison (UK) shall be under no liability if the goods are not paid for by the due date. Dennison (UK) expressly excludes liability for consequential loss to the Buyer and or any third party claims occasioned by delay (however so arising). |
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| 7. |
| Payment |
| (i) |
The Buyer shall pay 50% (fifty percent) of the price upon acceptance of the Quotation and the balance shall be payable immediately upon delivery. If the Buyer fails to take delivery at the time specified in the Order Dennison (UK) shall be entitled without prejudice to any other rights to invoice for the Goods whereupon payment in full shall become due forthwith. |
| (ii) |
Should work be suspended or delayed through any default of the Buyer, Dennison (UK) shall be entitled to payment for work already carried out. For Goods which are contracted for delivery by instalments late delivery of an instalment shall not entitle the Buyer to reject any other instalment under the same Order. |
| (iii) |
If payment is not made by the due date Dennison (UK), shall send a notice to pay to the Buyer and if payment in full is not received within the time stated therein, Dennison UK without prejudice to its other rights hereunder, may issue legal proceedings to recover the debt. |
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| 8. |
| Warranties and Liability |
| (i) |
Subject to the following provisions, Dennison (UK) warrants that the Goods will correspond with their specification at the time of delivery and will be free from defects in material and workmanship for a period of 1 month from delivery. |
| (ii) |
The above warranty is given by Dennison (UK) subject to the following conditions: |
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| (a) |
Dennison (UK) shall be under no liability in respect of any defect in the Goods arising from any specification supplied by the Buyer; |
| (b) |
Dennison (UK) shall be under no liability under the above warranty (or any other warranty, condition or guarantee) if the total price for the Goods has not been paid by the due date for payment. |
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| (iii) |
Subject is expressly provided in these Terms & Conditions, all warranties, conditions or other terms implied by statute or common law excluded to the fullest extent permitted by law. |
| (iv) |
A claim by the Buyer which is based on any defect in the quality or condition of the Goods or their failure to correspond with specification shall (whether or not delivery is refused by the Buyer) be notified to Dennison (UK) within 2 days from the date of delivery or (where the defect or failure was not apparent on reasonable inspection) within a reasonable time after discovery of the defect or failure. If delivery is not refused and the Buyer does not notify Dennison (UK) accordingly, the Buyer shall not be entitled to reject the Goods and Dennison (UK) shall have no liability for such defect or failure and the Buyer shall be bound to pay the price as if the Goods had been delivered in accordance with the Order. |
| (v) |
Where a valid claim in respect of any of the Goods which is based on a defect in the quality or condition of the Goods or their failure to meet specification is notified to Dennison (UK) in accordance with these Terms & Conditions Dennison (UK) may replace the Goods (or the part in question) free of charge, or at Dennison (UK) sole discretion, refund to the Buyer the price of the Goods or (or a proportionate part of the price), in which case Dennison (UK) shall have no further liability to the Buyer. |
| (vi) |
Except in respect of death or personal injury caused by Dennison (UK)’s negligence or liability for defective products under the Consumer Protection Act 1987, Dennison (UK) shall not be liable to the Buyer by reason of any representation (unless fraudulent) or any implied warranty, condition or other term, or any duty at common law, or under the express terms of the Order, for loss of profit or any indirect, special or consequential loss or damage, costs, expenses or other claims for compensation whatsoever (whether caused by the negligence of Dennison (UK), its employees or agents or otherwise) which arise out of or in connection with the supply of the Goods (including any delay in supplying or any failure to supply the Goods in accordance with the Order or at all) or their use or resale by the Buyer, and the entire liability of Dennison (UK) under or in connection with the Order shall not exceed the Price of the Goods, except as expressly provided in these Terms & Conditions. |
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| 9. |
Risk
All goods are borne at Buyer's risk from the time notification when delivery, or attempted delivery, takes place at the location stipulated in the Order between the Buyer and Dennison (UK). |
| 10. |
| Retention of Title |
| (i) |
Notwithstanding any provision of these Terms & Conditions the property in the Goods shall not pass to the Buyer until Dennison (UK) has received payment in full of the Price of the Goods and all other goods agreed to be sold by Dennison (UK) to the Buyer for which payment is then due. |
| (ii) |
Until such time as the property in the Goods passes to the Buyer the Buyer shall hold the Goods as Dennison (UK)’s fiduciary agent and bailee and shall keep the Goods separate from those of the Buyer and third parties and property stored, protected and insured and identified as Dennison (UK)’s property. The Buyer may re-sell or use the Goods in the ordinary course of its business, but this right shall not cease automatically in the occurrence of any of the events referred to in clause 11 (insolvency of Buyer). |
| (iii) |
Until such time as the property in the Goods passes to the Buyer, and provided the Goods are still in existence and have not been resold, Dennison (UK) may at any time require the Buyer to deliver-up the Goods to Dennison (UK) and, if the Buyer fails to do so forthwith, enter on any premises of the Buyer or any third party where the Goods are stored and repossess the Goods. |
| (iv) |
The Buyer shall not be entitled to pledge, create a lien over or in any way charge by way of security for any indebtedness any of the Goods which remain the property of Dennison (UK), but if the Buyer does so all monies owing by the Buyer to Dennison (UK) shall (without limiting any other right or remedy of Dennison (UK)) forthwith become payable. |
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| 11. |
| Insolvency of Buyer |
| (i) |
This clause applies if: |
| |
| (a) |
the Buyer makes a composition or voluntary arrangement with its creditors or (being an individual or firm) becomes bankrupt or (being a company) enters administration or goes into liquidation (otherwise than for the purposes of amalgamation or reconstruction); or |
| (b) |
a receiver is appointed of any of the property or assets of the Buyer; or |
| (c) |
the Buyer ceases or threatens to cease to carry on business; or |
| (d) |
Dennison (UK) reasonably apprehends that any of the events mentioned above is about to occur in relation to the Buyer and notifies the Buyer accordingly. |
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| (ii) |
If this clause applies then without limiting any other right or remedy available to Dennison (UK), Dennison (UK) may cancel the Order or suspend any further deliveries under the Order without any liability to the Buyer, and if the Goods have been delivered but not paid for the price shall become immediately due and payable notwithstanding any previous agreement or arrangement to the contrary. |
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| 12. |
Indemnity
If a claim (actual or threatened) is made against Dennison (UK) that the Goods infringe or their use or resale infringes the patent, copyright, design, trademark or other industrial or intellectual property rights of any other person then if the claim arises from the use of a specification supplied by the Buyer, the Buyer shall indemnify Dennison (UK) against all losses, damages, costs and expenses awarded against or incurred by Dennison (UK) in connection with the claim. |
| 13. |
Law
These conditions and all other terms of Order shall constitute the entire understanding and agreement between Dennison (UK) and the Buyer. These Terms and Conditions are governed by and are to be construed in accordance with the English Law and fall within the exclusive jurisdiction of the English Courts. |
Dennison (UK) Ltd
Registered Office:
Ground floor,
3 Piccadilly Place,
Manchester,
M1 3BN
Registered in England & Wales No: 06626907
Vat Number: 764659288 |
Website Terms of Service |
| 1. |
| Introduction |
| These Terms of Service (‘Terms of Service’) govern you as the user (the ‘User’) of the Dennison (UK) Ltd website (‘our website’), and together with our General Terms and Conditions Click here appropriate to your particular business relationship as a customer of Dennison UK Ltd (‘us/we’) also govern your use of the site and your business relationship with us. Please read them carefully as they affect your rights and liabilities under the law. Your attention is drawn to the limitation of liability provisions at Clause 5 below. Your attention is also drawn to our privacy policy which can be viewed by accessing the following link Click here. |
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| 2. |
| Use of our website |
| This website is provided to you for use subject to these Terms of Service. By using our website you as the user (the ‘User’) agree to be bound by these Terms of Service. |
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| 3. |
| Amendments |
| We may update these Terms of Service from time to time for legal or regulatory reasons or to allow the proper provision of goods and services and the operation of the our website. Any changes will be notified to via a suitable announcement on our website. The changes will apply to your business relationship with us and use of our website after we have given notice. If you do not wish to accept the new Terms of Service you should not continue to use our website. If you continue to use our website after the date on which the change comes into effect your use of our website indicates your agreement to be bound by the new Terms of Service. |
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| 4. |
| Our Rights |
| The content of our website is protected by copyright, trademarks, database right and other intellectual property rights. You may only retrieve and display the contents of our website on a computer screen, store such content in electric form on disc (but not on any server or other storage device connected to a network) or print one copy of such contents for your own use, provided you keep intact all and any copyright and proprietary notices. You may not otherwise reproduce, modify, copy or distribute or use for commercial purposes any of the materials or content of our website without written permission from us. |
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| 5. |
| Our Liability |
| (i) |
If we are in breach of these Terms of Service we will only be responsible for any losses that you suffer as a result to the extent that they are foreseeable consequences to both of us at the time you use our website. Our liability shall not in any event include business losses such as lost data, lost profits or business interruption. |
| (ii) |
This clause 7 shall not limit or affect our liability resulting from something we do negligently which causes death or personal injury. |
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| 6. |
| Availability of the Website |
| (i) |
Although we aim to offer you the best service possible, we make no promise that our website will meet your requirements. If a fault occurs within our website you should report it to the e-mail address detailed below and we will attempt to
correct the fault as soon as we reasonably can. |
| (ii) |
Your access to our website may occasionally be restricted to allow for repairs, maintenance or the introduction of new facilities or services. We will attempt to restore the service as soon as we reasonably can. |
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| 7. |
| Third Party Websites |
| As a convenience our customers our website includes links to other websites or material which are beyond its control. We are not responsible for content of any site outside our website. |
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| 8. |
| Applicable Law |
| These Terms of Service will be subject to the laws of England and Wales. We will try to solve any disagreements quickly and efficiently. If you are not happy with the way we deal with any disagreement and you do want to take Court proceedings you must do so within the United Kingdom. |
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| 9. |
| Miscellaneous |
| (i) |
You may not transfer any of your rights under these Terms of Service to any other person. We may transfer our rights under these terms and conditions to another business where we reasonably believe your rights will not be affected. |
| (ii) |
If you breach these Terms of Service and we choose to ignore this, we will still be entitled to use our rights and remedies at a later date or in any other situation where you breach the Terms of Service. |
| (iii) |
We shall not be responsible for any breach of these Terms of Service caused by circumstances beyond our reasonable control. |
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Our website is owned and operated by Dennison UK Ltd registered office details are below. If you have any queries please contact us via this e-mail address: enquiries@dennisonukltd.co.uk .
Dennison (UK) Ltd
Registered Office:
Ground floor,
3 Piccadilly Place,
Manchester,
M1 3BN
Registered in England & Wales No: 06626907
DPA Registration No: Z2860858 |
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