Terms & Conditions

BLUECODE LABELLING TECHNOLOGY LIMITED

CONDITIONS OF SALE OF GOODS

1 Definitions

1.1 ‘Buyer’ means the person who buys or agrees to buy the goods from the seller.

1.2 ‘Conditions’ means the terms and conditions of sale set out in this document and any special terms and conditions agreed

in writing by the seller.

1.3 ‘Delivery Date’ means the date specified by the seller when the goods are to be delivered.

1.4 ‘Goods’ means the articles, which the Buyer agrees to buy from the seller.

1.5 ‘Price’ means the price for the goods excluding carriage and VAT.

1.6 ‘Seller’ means Bluecode Labelling Technology Limited

2 Conditions applicable

2.1 These conditions shall apply to all contracts for sale of goods by the Seller to the Buyer to the exclusion of all other terms

and conditions including any terms or conditions which the buyer may purport to apply under any purchase order confirmation

of order or similar document.

2.2 All orders for Goods shall be deemed to be an offer by the Buyer to purchase goods pursuant to these conditions.

2.3 Acceptance of delivery of the Goods shall be deemed conclusive evidence of the Buyer’s acceptance to these conditions.

2.4 Any variation to these conditions (including any special terms and conditions agreed between parties) shall be inapplicable

unless agreed in writing by the Seller.

3 The Price and Payment

3.1 The Price of the Goods shall be the price stipulated in the Seller’s quotation current at the date of order of the Goods. An

updated Price will be submitted for approval if the existing quotation is outdated. The Price is exclusive of VAT, which shall be

due at the rate ruling on the date of VAT invoice.

3.2 Payment of the Price, carriage and VAT shall be due on the last working day of the month following the invoice date. Time

for payment shall be of the essence.

3.3 We understand and will exercise our statutory right to claim interest and compensation for debt recovery costs under the

late payment legislation if we are not paid according to the agreed credit terms.

3.4 Interest on overdue invoices shall accrue from the date when payment becomes due from day to day until the date of

payment at a rate of 8% above base rate and shall accrue at such a rate after as well as before judgement.

4 The Goods

4.1 The quality and description of the Goods shall be set out in the Seller’s quotation.

4.2 The Seller reserves the right to supply materials from any source and change Supplier without prior notice, provided it

conforms to the quality and descriptions set out in the Sellers quotation.

4.3 The Buyer shall take delivery of the Goods tendered notwithstanding that the quantity so delivered shall either be greater or

less then the quantity purchased provided that:

4.3:1 such discrepancy in quantity shall not exceed 5%

4.3:2 the Price shall be adjusted pro rata to the discrepancy.

4.4 All terms, conditions and warranties (whether implied or made expressly) whether by the Seller or its servants or relating to

the quality and/or fitness for purpose of the goods or any of the goods are excluded.

5 Warranties and liability

The Seller warrants that the Goods will at the time of delivery correspond to the description given by the Seller.

6 Delivery of the Goods

6.1 Delivery of the Goods shall be made to the Buyers address and the Buyer shall make the necessary arrangements to take

delivery of the Goods whenever they are tendered for delivery.

6.2 The Seller shall not be liable for any loss or damage whatever due to failure by the Seller to deliver the Goods (or any of

them) promptly or at all.

7 Acceptance of the Goods

7.1 The Buyer shall inspect the Goods on delivery and shall within 3 days of delivery notify the Seller of any alleged

defect, shortage in quantity, damage or failure to comply with description. The Buyer shall afford the Seller an opportunity to

inspect the goods within a reasonable time following delivery and before any use is made of them. If the Buyer shall fail to

comply with these provisions the Goods shall be conclusively presumed to be in accordance with the contract and free from

any defect or damage which would be apparent on a reasonable examination of the Goods and the Buyer shall be deemed to

have accepted the Goods.7.2 The Seller shall be under no obligation to take back any Goods, which have been cut to the Buyer’s specific requirements.

7.3 After acceptance the Buyer shall not be entitled to reject Goods, which are not in accordance with the Contract.

7.4 No Goods delivered to the Buyer, which are in accordance with the contract, will be accepted for return without the prior

approval of the Seller (in accordance with the Seller’s returns authorisation procedure) on terms to be determined at the

absolute discretion of the Seller.

8 Returns Policy

8.1 Bespoke Goods cannot be refunded but will be replaced if deemed to be faulty (7.1).

8.2 Standard “off the shelf” Goods purchased online through the Sellers electronic commerce platform. The Seller will offer a

full refund up to 14 days from receipt of Goods. The Buyer must detail their reasons for returning the Goods. The returned

Goods must reach the Seller within 14 days of receipt and be in their original condition. A refund will be provided within 30

days. Non-faulty Goods will be returned at the Buyers expense.

9 Title and risk

9.1 The Goods shall be at the Buyer’s risk as from delivery.

9.2 In spite of delivery having been made property in the Goods shall not pass from the Seller until:

9.2:1 the buyer shall have paid the Price, carriage and VAT in full; and

9.2:2 no other sums whatever shall be due from the Buyer to the Seller.

9.3 Until property in the Goods passes to the buyer in accordance with clause 9.2 the Buyer shall hold the Goods and each of

them on a fiduciary basis as bailee for the Seller. The Buyer shall store the Goods (at no cost to the Seller) separately from all

other goods in its possession and marked in such a way that they are clearly identified as the Seller’s property.

9.4 Notwithstanding that the Goods (or any of them) remain in the property of the Seller, the Buyer may sell or use the Goods in

the ordinary course of the buyer’s business at full market value for the account of the Seller. Any such sale or dealing shall be a

sale or use of the Seller’s property by the Buyer’s own behalf and the Buyer shall deal as principle when making such sales or

dealings. Until property in the Goods passes from the Seller the entire proceeds of sale or otherwise of the Goods shall be held

in trust for the Seller and shall not be mixed with other money or paid into any overdrawn bank account and shall be at all

material times identified as the Seller’s money.

9.5 The Seller shall be entitled to recover the price, carriage and VAT notwithstanding that property in any of the Goods has not

passed from the Seller.

10 Remedies of Buyer

10.1 Where the Buyer rejects any Goods then the Buyer shall have no further rights whatever in respect of the supply to the

Buyer of such Goods or the failure by the Seller to supply Goods which confirm to the contract of sale.

10.2 Where the Buyer accepts or has been deemed to have accepted any Goods, the Seller shall have no liability whatever tothe buyer in respect of those Goods.

10.3 The Seller shall not be liable to the buyer for late delivery or short delivery of the Goods.

10.4 The Seller shall be under no liability whatsoever to the Buyer for any indirect loss and/or expense (including loss of profit)

suffered by the Buyer arising out of a breach by the Seller of this contract.

10.5 In the event of a breach of this contract by the Seller the remedies of the Buyer shall be limited to damages. Under no circumstances shall the liability of the Seller exceed the Price of the Goods.

10.6 The Buyer may not withhold payment of any invoice or other amount due to the Seller by reason of any right of set-off counterclaim, which the Buyer may have or allege to have, or for any reason whatsoever.

11 How we use your information

To enable the Seller to process and despatch Goods, the Seller collects and uses the Buyers information under Article 6 (1) (b)

Contract of the GDPR. The information the Buyer provides to us is mandatory for us to provide our Goods.

12 Proper law of contact

These Terms and Conditions shall be governed and construed in accordance with the laws of the United Kingdom, without regard to its conflict of law provisions. Our failure to enforce any right or provision of these Terms and Conditions will not be considered a waiver of those rights. If any provision of these Terms and Conditions is held to be invalid or unenforceable by a court, the remaining provisions of these Terms and Conditions will remain in effect. These Terms and Conditions constitute the entire agreement between the Seller and the Buyer