terms and conditions

Interpretation

1.1 The definitions and rules of interpretation in this condition apply in these Conditions. Company: Michton Limited, Company Number 3838817, whose registered office is at Unit 3 Kenfig Industrial Estate, Margam, SA13 2PE; Contract: any contract between the Company and the Customer for the sale of Goods, incorporating these Conditions; Customer: the person, firm or company who purchases the Goods from the Company; Credit Account: the credit account offered by the Company to the Customer which qualifies the Customer for the Company's standard terms of 30 days credit; Goods: any goods agreed in the Contract to be supplied to the Customer by the Company (including any part or parts of them); Minimum Carriage Paid Order Value: means the minimum monetary order value which qualifies the customer for free delivery as set out in the Product List; Product list: means the Company's product brochure; Working Day: means any day of the week except Saturday, Sunday or a UK Bank, public or statutory holiday.  1.2 A reference to a particular law is a reference to it as it is in force for the time being taking account of any amendment, extension, application or re-enactment and includes any subordinate legislation for the time being in force made under it. 

1.3 Words in the singular include the plural and in the plural include the singular. 
1.4 A reference to one gender includes a reference to the other gender. 
1.5 Condition headings do not affect the interpretation of these Conditions. 

2. Application of Terms 
2.1 Subject to any variation under condition 2.3 the Contract shall be on these Conditions to the exclusion of all other terms and conditions (including any terms or conditions which the Customer purports to apply under any purchase order, confirmation of order, specification or other document). 
2.2 No terms or conditions endorsed on, delivered with or contained in the Customer's purchase order, confirmation of order, specification or other document shall form part of the Contract simply as a result of such document being referred to in the Contract. 
2.3 These Conditions apply to all the Company's sales and any variation to these conditions and any representations about the Goods shall have no effect unless expressly agreed in writing and signed by a Director of the Company. The Customer acknowledges that it has not relied on any statement, promise or representation made or given by or on behalf of the Company which is not set out in the Contract. Nothing in this condition shall exclude or limit the Company's liability for fraudulent misrepresentation. 
2.4 Each order placed by the Customer shall be deemed to be an offer by the Customer to buy Goods subject to these Conditions. 
2.5 No order placed by the Customer shall be deemed to be accepted by the Company until the Company confirms it has accepted the order (either orally or in writing) or, if earlier, the Company commences manufacture of the Goods, orders the Goods or raw materials needed for the Goods from a supplier, appropriates Goods to the Customer's order or dispatches the Goods to the Customer (whichever occurs first). Any order shall be accepted entirely at the Company's discretion. 
2.6 Orders can be placed directly with the Customer's sales contact, or with the Company's Telesales department by either emailing sales@michton.com, telephoning 01792 293 689 during the Company's normal working hours, or writing to Michton Limited, Unit 3 Kenfig Industrial Estate, Margam, SA13 2PE. Orders will only be confirmed in writing on request. 
2.7 The Customer shall ensure that the terms of its order and any applicable specification are complete and accurate and shall provide details of the Customers' account number (if applicable) relevant product code(s), product description(s), sizes and quantities of items required. 
2.8 Any quotation is given on the basis that no Contract shall come into existence until the Company confirms it has accepted the order (either orally or in writing) or, if earlier, the Company commences manufacture of the Goods, orders the Goods or raw materials needed for the Goods from a supplier, appropriates Goods to the Customer's order or dispatches the Goods to the Customer (whichever occurs first). Any quotation is subject to final confirmation and is valid for a period of 30 days only from its date, provided that the Company has not previously withdrawn it. 
2.9 The Company will provide a specification for the Goods (or will pass on to the Customer any specification provided by the manufacturer of the Goods). Specifications will be provided in the Company's standard format (or the manufacturer's if applicable). If the Customer requires the Company to complete a specification in accordance with the Customer's requirements and/or format, or asks the Company to complete the Customer's own or additional forms or provide additional information, the Company reserves the right to make a charge to reflect any time and administration costs incurred by the Company at such rates as are notified by the Company to the Customer following the Customer's request for such information. 

3. Cancellation 
3.1 The Customer can only cancel an order (or part of an order) which has already been accepted in accordance with condition 2.5 above, if it has obtained the Company's prior agreement in writing. The Company is not bound to agree to any such cancellation and may complete such order even if the Customer purports to cancel it, in which case the price for the Goods will be due and payable in accordance with these 
3.3.1 Goods are returned in a new and unused condition; 
3.3.2 any packaging remains unbroken and in reasonable condition; 
3.3.3 returns are made within 5 days of delivery of those Goods, all transport and other re-delivery costs of whatever nature paid by the Customer; 
3.3.4 payment by the Customer to the Company of a restocking charge of 25% of the net invoice value of the relevant Goods; and 
3.3.5 returned Goods shall be accompanied by a written record of invoice number, date and a note of reasons for their return. 
3.2 The Company will charge the Customer for any work carried out in preparation for approval if the Customer subsequently cancels the order. 

4. Description 
4.1 All samples, drawings, descriptive matter, specifications and advertising issued by the Company and any descriptions or illustrations contained in the Company's catalogues or brochures are issued or published for the sole purpose of giving an approximate idea of the Goods described in them. They shall not form part of the Contract and this is not a sale by sample. Any sample supplied by the Company is supplied only to give the Customer a general indication of the quality, colour, taste and/or type. 
4.2 The Company reserves the right, in its discretion, without liability to the Customer to make any changes in the specification of the Goods which are required to conform to any applicable statutory or EC requirements or which do not materially affect the quality of the Goods. 
4.3 Any typographical, clerical or other error or omission in any sales literature, quotation, price list, invoice or other document or information issued by the Company is subject to correction without any liability on the part of the Company. 

5. Delivery 
5.1 If the total value of the Goods ordered from the Company in any one order (exclusive setup charges, origination and of VAT) is above the Minimum Carriage Paid Order Value, delivery of the Goods shall take place at the Customer's premises, unless otherwise agreed in writing. 
5.2 If the total value of the Goods ordered from the Company (exclusive of VAT) is below the Minimum Carriage Paid Order Value, delivery of the Goods shall take place ex-works at the Company's premises, unless the Company agrees, at the Customer's request and expense, to deliver the Goods to the Customer or to a place specified by the Customer or agrees to arrange for carriage of the Goods to such place on the Customer's behalf, unless otherwise agreed in writing. 
5.3 Where the Goods are to be collected from the Company's premises, the Company will notify the Customer when the Goods are ready for collection and the Customer will arrange a time to collect the Goods with the Company in accordance with the Company's booking in system which must be within 7 days of the Company notifying the Customer that the Goods are ready for collection. 
5.4 Any dates specified by the Company for delivery of the Goods or availability for collection of the Goods are intended to be an estimate and time for delivery shall not be of the essence. If no dates are so specified, dispatch will be 14 days from the latest date of either: 5.4.1 artwork approval, or 5.4.2 an order has been placed with the Company which includes all the order details including the delivery address of the order. 
5.5 Subject to the other provisions of these Conditions the Company shall not be liable for any direct, indirect or consequential loss (all three of which terms include, without limitation, pure economic loss, loss of profits, loss of business, depletion of goodwill and similar loss), costs, damages, charges or expenses caused directly or indirectly by any delay in the delivery of the Goods (even if caused by the Company's negligence), nor shall any delay entitle the Customer to terminate or rescind the Contract unless such delay exceeds 180 days. 
5.6 If for any reason the Customer fails to accept delivery of any of the Goods when they are ready for delivery, fails to collect the Goods in accordance with condition 5.3 or if the Company is unable to deliver the Goods on time because the Customer has not provided appropriate instructions, documents, licences or authorisations: 5.6.1 risk in the Goods shall pass to the Customer (including for loss or damage caused by the Company's negligence); 5.6.2 the Goods shall be deemed to have been delivered; and 5.6.3 the Company may store the Goods until delivery, whereupon the Customer shall be liable for all related costs and expenses (including, without limitation, storage and insurance). 
5.7 If the Company agrees in writing, at the Customer's request, to deliver the Goods to premises or a place which is unattended, risk in the Goods shall pass to the Customer on delivery to the place specified by the Customer. 
5.8 Where delivery is to take place at the Customer's premises or a place specified by the Customer the Customer shall provide at the place of delivery and at its expense adequate and appropriate equipment and manual labour for unloading the Goods. 
5.9 If the Company delivers to the Customer a quantity of Goods of up to 10% more or less than the quantity ordered by the Customer and accepted by the Company, the Customer shall not be entitled to object to or reject the Goods or any of them by reason of the surplus or shortfall and shall pay for such Goods at the pro rata Contract rate. 
5.10 The Company may deliver the Goods by separate installments. Each separate installment shall be invoiced and paid for in accordance with the provisions of the Contract. 
5.11 Each installment shall be a separate Contract and no cancellation or termination of any one Contract relating to an installment shall entitle the Customer to repudiate or cancel any other Contract or installment. 
5.12 All deliveries will leave the Company with a delivery note attached. If the Customer receives the delivery without the attached delivery note, contact the Company immediately on 01792 293 689 and request that a copy be emailed immediately to allow you to check your delivery is correct. (see 7. Acceptance below for more terms relating to delivery and acceptance) 
5.13 Where the company delivers the order to the Customer, the goods will be delivered on a standard 48 hour service for all UK customers. If you require a timed delivery, or a next day delivery (or any deviation from a 48 hour service) addition costs will be incurred which will be passed on to the Customer. 
5.14 The delivery address/addresses must be stated on the order. If delivery addresses are confirmed after the order is placed this will attract a £10.00 administration charge. It is the responsibility of the Customer to confirm the delivery address with the Company. 
5.15 If the Customer requires the delivery to be made to multiple addresses , the addresses must be supplied to the Company on an excel spreadsheet.- this can be downloaded from the Company website. 

6. Payment & Prices 
6.1 Payment of the Goods and VAT must be made in full before an order will be dispatched, unless a credit account has been agreed. 
6.2 All credit accounts are to be paid and cleared funds within 30 days from the date of the Company’s invoice, unless otherwise agreed in writing. 
6.3 Interest on overdue invoices shall accrue from the date when payment becomes due calculated on a daily basis until the payment at the rate of 10% per annum above the Bank of England base rate from time to time in force. Such interest shall accrue after as well as before any judgment. 
6.4 If the Customer fails to make any payments when due the Company, may at its option and without prejudice to any other rights or remedies which it may have under the contract: - 6.4.1 suspend any further deliveries until payment is made; or 6.4.2 repudiate the Contract; 
6.5 Time for payment is of the essence for the purposes of the Contract. 
6.6 The Company shall be entitled to suspend any and all deliveries and installments until payment for all earlier deliveries has been made and the date for delivery shall be postponed to the extent to which such deliveries are suspended. 
6.7 The Customer shall not be entitled to withhold payment of any amount payable under the Contract (or any other contract between the parties) because of a disputed claim of the Customer in respect of faulty Goods or any other breach of contract, nor shall the Customer be entitled to set-off against any amount payable under the Contract (or any other contract between the parties) to the Company any monies which are or are purported to be payable by the Company. 
6.8 If the Customer is required to make a proforma payment, this must be done before production commences. 
6.9 The Customer must advise the Company that the profoma payment has been made so as production can commence. 
6.10 The Company reserves the right to adjust prices with regard to the interests of the Customer if costs increase after conclusion of the contract, in particular on the basis of rise in staff costs or changes in material prices. 

7. Acceptance 
7.1 The Customer shall be deemed to have accepted the Goods 48 hours after delivery to the Customer. 
7.2 The Customer must sign the delivery company’s paper work as “unchecked” if an examination of the Goods is not carried out at the time of receipt of the Goods. 
7.3 No claims can be made to the Company if the Customer signs the delivery company’s notes agreeing that the goods have been received in good condition. 
7.4 The Customer shall carry out a thorough inspection of the Goods within 24 hours of delivery and shall give written notification to the Company within 5 working days of delivery of the Goods of any defects which a reasonable examination would have revealed. 
7.5 Where the Customer has accepted, or has been deemed to have accepted, the Goods the Customer shall not be entitled to reject Goods which are not in accordance with the contract. 

8. Title and Risk 
8.1 Risk shall pass on delivery of the Goods to the Customer’s address (or nominated address). 
8.2 Notwithstanding the earlier passing of risk, title in the Goods shall remain with the Company and shall not pass to the Customer until the amount due under the invoice for them (including interest and costs) has been paid in full. 
8.3 Until title passes the Customer shall hold the Goods as bailee for the Company and shall store or mark them so that they can at all times be identified as the property of the Company. 
8.4 The Company may at any time before title passes and without any liability to the Customer:1) repossess and dismantle and use or sell all or any of the Goods and by doing so terminate the Customer’s right to use, sell or otherwise deal in them; and 2) for that purpose (or determining what if any Goods are held by the Customer and inspecting them) enter any premises of or occupied by the Customer. 
8.5 The Company may maintain an action for the price of any Goods notwithstanding that title in them has not passed to the Customer. 

9. Samples, forms, drawings, films, patterns, printing rollers and other necessary tools required for the production of our products (collectively referred to as production tools) 
9.1 The production tools remain the property of the Company. This also applies when an interested party or Customer has contributed financially to their production. The Company shall retain the production tools in safekeeping for the Customer for a maximum period of 12 months beginning with the delivery of the order. 
9.2 The Company keep the copyright and right of ownership of all illustrations, drawings, calculations, written documents, tools, samples, graphic work and dummies. If the Customer places the order, based on our samples or graphic work, with another company, the Customer shall be liable for damages totaling 25% of the order value unless the Customer can prove the damage was inferior. The Company reserves the right to present further claims for damages and to sue for a restraint order. 
9.3 The Company reserves the right to use articles manufactured on a Customer’s order as samples or for promotional purposes. 

10. Artwork 
10.1 Where artwork is supplied to the Company, it must be supplied in Adobe Illustrator, Adobe Photoshop or Adobe Indesign , PDF or Eps format. At the time of publishing these terms and conditions the version of Adobe being used by the Company is CS6. This may change and it is the responsibility of the Customer to ensure that the artwork supplied is compatible with the Companies software. 
10.2 Artwork must be supplied to the Company on the Company templates and in a print ready format. Where artwork alterations are required a charge of £45.00 per hour (or part thereof) will be charged. 
10.3 The Company uses a digital printing process (CMYK), the Company cannot guarantee colour matching. If colour matching is required, the Company would employ the services of an outside printing company which will be more expensive than the standard CMYK process. 
10.4. It is assumed that the Buyer has permission from the owner of the artwork to use the artwork supplied to the Company. Should a claim for breach of copyright (or any other intellectual infringement) occur, it is agreed that the Buyer is wholly at risk and the Company should not suffer any financial costs. The Company retains the right to refuse any wording or images supplied by the Customer which are illegal, immoral, in poor taste or would infringe the intellectual property rights of any person in any part of the world. 
10.5 Please refer to our artwork guide which can be obtained from the Company website. All artwork supplied must be in the correct format. Current templates can be downloaded off the Company website. 
10.6 Every order which required bespoke (or personalised) artwork will attract a charge of £50.00 to cover the costs relating to cutting the paper/card. This is not an origination charge and it will be applicable to all orders, including repeat orders which require cutting services. 
10.7 In accordance with EU Food Information for Consumers Regulation 1169/2011 we will be attaching The Company name, address details and legal information on all packaging. Please do not amend these details as they are a legal requirement. 

11. Quality and Returns 
11.1 All our products have specifications sheets. You may request a specification sheet before placing your order which will be provided in the Company’s format. 
11.2 Taste and appearance may vary from batch to batch due to variations in the ingredients supplied to the Company. 
11.3 The Company warrants that upon delivery the Goods will be of satisfactory quality within the meaning of the Sale of Goods Act 1994 and be reasonably fit for any particular purpose for which the Products are being brought if the Customer had made known that purpose to the Company in writing and the Company had confirmed in writing that it is reasonable for the Customer to rely on the skill and judgment of the Company. The Company shall not be liable for a breach of any warranties in Condition 11.3 unless: 
11.4.1 The Customer gives written notice of the defect to the Company within 7 days of delivery; and 11.4.2 the Company is given a reasonable opportunity to examine such Goods and, if asked by the Company, the Customer returns such Goods to the Company at the Customer’s cost. 
11.5 The Company shall not be liable for a breach of any warranties in Condition 11.3 if: 11.5.1 the Customer makes further use of such Goods after giving such notice or alters or repairs such Goods without the written consent of the Company; or 11.5.2 the defect arises because the Customer failed to follow the Company’s oral or written instructions as to the storage, installation, use or maintenance of the Goods or (if there are none) good trade practice. 
11.6 Subject to 11.4 and 11.5 if the Goods do not conform with any of the warranties in 11.3 the Company shall at its option replace such Goods free of charge or refund the price of such Goods provided that if the Company so requests the Customer shall, at the Customer’s expense, return the Goods or part of the Goods which is defective to the Company. 
11.7 If the Company complies with 11.6 it shall have no further liability for a breach of any warranties in 11.2 in respect of such Goods. 

12.Force Majeure 
12.1 The Company shall not be liable to the customer or be deemed to be in breach of contract by reason of any delay in performing, or any failure to perform, any of the Company’s obligations in relation to the goods, where the delay or failure was due to any cause beyond the Company’s reasonable control and without prejudice to the generality of the foregoing the following shall be regarded (without limitation) as causes beyond the Company’s reasonable control: acts of God, explosion, flood, tempest, fire or accident; war or threat of war, sabotage, insurrection, civil disturbance or requisition; Acts, restrictions, regulations, bye-laws or measures of any kind on the part of any governmental parliamentary or local authority; import or export regulations or embargoes; strikes, lockouts or other industrial actions or trade disputes (whether involving employees of the Company or of a third party); difficulties in obtaining raw materials, labour, fuel, parts or machinery, any delay suffered due to the late delivery caused by the courier, carrier or haulage company; and power failure or breakdown in machinery. 

13. Copyright 
13.1 All Web site design, text, graphics, the selection and arrangement thereof, and all software compilations, underlying source code, software (including applets) and all other material on the Company’s Web site are copyright Michton Limited and its affiliates, or their content and technology providers. ALL RIGHTS RESERVED. 

14 Displays and Display Units 
14.1Items are supplied on the strict understanding that they will be used only to display the Company’s products. The Company will immediately retrieve any displays used for other company’s products or displays. 

15 Assignment 
15.1 The Customer shall not be entitled to assign the Contract or any part of it without the prior written consent of the Company. 15.2 The Company may assign the Contract or any part of it to any person, firm or the Company 

Terms & Conditions Precedent 
These Terms and Conditions form an essential part of the contract between the Company and the Customer and shall take absolute precedence and priority over any terms and conditions contained within any purchase order supplied to the Company by the Customer irrespective of whether any such Purchase Order contains a similar claim to terms and conditions precedent to this clause. 

Governing Law 
These Terms and Conditions and any legal relationship between the Customer and/or the recipient of the goods and the Company shall be governed by the law of England and Wales and any disputes relating to these Terms and Conditions shall be subject to the exclusive jurisdiction of the courts of England and Wales. 
Version 1.1 12/2014



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