Copyright © 2006 Wrapology, All rights reserved. Powered by Webshop365.
1. All prices, descriptions and delivery details are correct as of 1st December 2007.Wrapology Ltd. reserves the right to change details without prior notice. We will make these details known to our customers at the time of order.
2. Account customers: Late payments are liable for charges in accordance with the Late Payments Debt Collectors Act (1998), for which 8% plus the base rate will be charged on the total amount outstanding for each 30 days late.
3. Goods are subject to colour variation in production, colours may look different from one computer screen to the next, vary between production runs and across different stock. Whilst we try to ensure that our products are colour fast, for specific concerns, we strongly recommend that customers carry out their own testing for the purpose for which they are intended. We accept NO responsibility for customer interpretation of colour based on our colour descriptions. Samples and colour swatches are available either FOC or for a small fee – please call 0870 850 3887 for further details.
Wrapology Ltd reserves the right to make product and service changes at no prior notice. As there may be a time delay between stock production and publishing these updates, the customer will be informed of such changes at time of order.
4. Collections and returns ( UK mainland only) from customer address to Wrapology Ltd: cost is to be paid by the customer both ways (unless supplied goods are incorrect or faulty). See DELIVERY CHARGES for further details.
5. When goods are delivered, you will be asked to sign a receipt by the carrier. You MUST count the quantity and check the condition of parcel(s) against the quantity you are signing for as underdelivery and damaged exterior packaging affecting the quality of contents cannot be claimed for after a signature has been received.
It is your responsibility to distinguish your delivery address against others who may share your entrance/building. If there are special instructions that the carrier should follow in order for the goods to reach you, this must be advised in Delivery Address "special instructions". It is your responsibility to provide us with the correct house/building number and postcode. Failure to provide us with this means that we are unable to deliver your goods and you will be liable for any costs incurred when retrieving the correct information/lost product.
6. Wrapology Ltd will not accept any responsibility for damage caused to the buyer's goods by Wrapology Ltd products.
7. We advise that all buyers inspect bought goods so as to identify defects in the materials and/or workmanship immediately on receipt. Goods shall be deemed satisfactory in all respects and in accordance with the company obligations to the buyer unless Wrapology Ltd receives objections in writing from the buyer within seven calendar days from the date of the delivery, indicating the alleged defect of said goods. Deliveries that are late or damaged due to carrier error, cannot be recovered from Wrapology Ltd by the buyer more than the insured amount of £90 nett.
8. Whilst we make every effort to research appropriate materials and can advise the buyer on which Wrapology Ltd products are most suitable for specific projects, it is the buyer’s responsibility to check on the compatibility at the time of ordering and in accordance with EEC regulations. This applies particularly to contents that may require food-safe or labelling specifications.
9. Goods are subject to a +/- 5% variance without notification, which will be reflected in the amount invoice.
10. All products are copyright and may not be reproduced in any format without written consent from Wrapology Ltd.
11. Please note that your statutory rights are not affected.
1.1 The definitions and rules of interpretation in this condition apply in these conditions.
Acknowledgement and Acceptance Form: the document sent by Wrapology to the Buyer confirming acknowledgement and acceptance of the Buyer's order.
Approval Form: the sample, artwork, layout, proof and/or material swatch approval form as set out in Schedule 1.
Buyer: the person, firm or company who purchases the Goods from Wrapology.
Contract: any contract between Wrapology and the Buyer for the sale and purchase of the Goods, incorporating these conditions, the completed Sales Order, the Approval Form, and (where applicable) the Quality Control Statement and the Production Schedule. Deposit: 50% of the Contract Rate as set out in Schedule 2.
Delivery Point: the place where delivery of the Goods is to take place under condition 4.
Goods: any goods agreed in the Contract to be supplied to the Buyer by Wrapology (including any part or parts of them).
Invoice Address: the address to which Wrapology’s invoice will be sent as set out in Schedule 2.
Production Schedule: the production timetable agreed between the parties as set out in Schedule 2.
Quality Control Statement: a statement agreed between the parties regarding the quality of the Goods.
Sales Order: the sales order as set out at Schedule 2.
Wrapology: Wrapology Limited (Company number 04190700) whose principal place of business is Unit 22, Victoria Industrial Estate, London W3 6UU and whose registered office is at Summit House, 170 Finchley Road, London, NW3 6BP.
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.
2.1 Subject to any variation under condition 2.3 the Contract shall be on these terms and conditions to the exclusion of all other terms and conditions (including any terms or conditions which the Buyer purports to apply under any sales order, confirmation of order, specification or other document).
2.2 No terms or conditions endorsed on, delivered with or contained in the Buyer’s sales 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 terms and conditions apply to all Wrapology’s sales (save sales from Wrapology’s website which will be subject to separate terms and conditions) and any variation to these terms and conditions and any representations about the Goods shall have no effect unless expressly agreed in writing and signed by a director of Wrapology. The Buyer acknowledges that it has not relied on any statement, promise or representation made or given by or on behalf of Wrapology which is not set out in the contract. Nothing in this condition shall exclude or limit Wrapology's liability for fraudulent misrepresentation.
2.4 Each order or acceptance of a quotation for Goods by the Buyer from Wrapology shall be deemed to be an offer by the Buyer to buy Goods subject to these conditions.
2.5 No order placed by the Buyer shall be deemed to be accepted by Wrapology until a written acknowledgement of the Sales Order is issued by Wrapology.
2.6 The Buyer shall ensure that the terms of its order and any applicable specification as set out in Schedules 1 and 2 are complete and accurate and meets its requirements
2.7 For the avoidance of doubt, the process for entering into a contract is as follows:
3.1 The quantity of the Goods shall be as set out in Wrapology’s quotation and reconfirmed in the Sales Order and the acknowledgement of Sales Order.
3.2The Buyer acknowledges that by signing the Approval Form it will be deemed to have checked and agreed the samples, artwork, layout, proof and/or material swatch and production will commence according to that Approval Form. The Approval Form shall form part of the Contract..
3.3 If the Buyer wishes to place a repeat order of the Goods, it must sign a further Approval Form and Sales Order for each repeat order. Each further sample may incur a charge as set out in the quotation. Some slight colour and/or board variations in the Goods may occur in repeat orders and Wrapology will endeavour to advise the Buyer where this occurs. In signing the further Approval Form the Buyer acknowledges and accepts that on repeat orders some slight colour and/or board variations in the Goods may occur and that Wrapology shall not be liable for any such variation..
4.1 Unless otherwise agreed in writing by Wrapology, delivery of the Goods shall take place at the Invoice Address. The Delivery Charge indicated on the Sales Order will apply and the Buyer will be responsible for any and all insurance during transit charges. If delivery is required at an address other than the Invoice Address, the Buyer shall advise Wrapology of this in writing at least 5 working days before the Specified Date.
4.2 Wrapology will endeavour to deliver the Goods by the Specified Date as set out in the Sales Order. However, Wrapology reserves the right to deliver the Goods up to 10 working days later than the Specified Date without penalty to Wrapology and time for delivery shall not be made of the essence by notice. If there is no Specified Date, delivery shall be within a reasonable time. Deliveries are made Monday to Friday, 8am to 6pm inclusive. Wrapology reserves the right to charge extra for a timed delivery, or to refuse to offer this service if inconvenient.
4.3 Subject to the other provisions of these conditions Wrapology 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 Wrapology’s negligence), nor shall any delay entitle the Buyer to terminate or rescind the Contract unless such delay exceeds 60 days.When goods are delivered, you will be asked to sign a receipt by the Carrier. You MUST count the quantity and check the condition of the parcel (s) against the quantity you are signing for as under delivery and damaged exterior packaging affecting the quality of the contents cannot be claimed after a signature has been received. Deliveries that are late or damaged due to Carrier error cannot be recovered from the Wrapology by the Buyer for more than £1300/tonne (as set out in the UK RHA Terms & Conditions).It is the Customer responsibility to advise us to quote and then accept the quotation for additional insurance before the goods leave to cover the value of the goods if so required.
4.4 If for any reason the Buyer fails to accept delivery of any of the Goods when they are ready for delivery, or Wrapology is unable to deliver the Goods on time because the Buyer has not provided appropriate instructions, documents, licences or authorisations:
4.5 The Buyer shall provide at the Delivery Point and at its expense adequate and appropriate equipment (including forklift equipment) and manual labour for loading the Goods. The Buyer should advise Wrapology at least 5 working days in advance if help or equipment is required to unload goods and Wrapology will adjust delivery charges accordingly. The delivery driver may at his discretion assist the Buyer to unload the Goods if the necessary equipment is not available.
4.6 It is the Buyer’s responsibility to ensure that there is adequate access for delivery and that delivery is conducted in a timely fashion. Wrapology reserves the right not to deliver the Goods if the delivery point is not suitable for delivery. The Buyer may incur additional charges if the delivery is delayed because of an act or omission by the Buyer, its employees or agents. If Wrapology cannot deliver at the Invoice Address (or other agreed address) the Buyer must arrange collection from Wrapology’s chosen place of storage and the Buyer will incur a storage charge of £50.00 per day of storage.
4.7 If Wrapology delivers to the Buyer a quantity of Goods of up to 5% more or less than the quantity set out in the relevant Sales Order, the Buyer 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..
4.8 Wrapology may deliver the Goods by separate instalments. Each separate instalment shall be invoiced and paid for in accordance with the provisions of the Contract.
4.9 Each instalment shall be a separate Contract and no cancellation or termination of any one Contract relating to an instalment shall entitle the Buyer to repudiate or cancel any other Contract or instalment.
5.1The quantity of any consignment of Goods as recorded by Wrapology upon despatch from Wrapology’s principal place of business (or that of any third party) shall be conclusive evidence of the quantity received by the Buyer on delivery unless the Buyer can provide conclusive evidence proving the contrary. Wrapology (and/or its subcontracted party) will check that the order is dispatched in full and in good order. The Buyer must sign for all deliveries. The Buyer must count and check all cartons for visible exterior damage that may have affected the carton contents before a signature is submitted.
5.2 Wrapology shall not be liable for any non-delivery of Goods (even if caused by Wrapology’s negligence) unless the Buyer gives written notice to Wrapology of the non-delivery within 10 working days of the date when the Goods would in the ordinary course of events have been received.
5.3 Any liability of Wrapology for non-delivery or delivery of Goods which are defective from a technical point of view shall be limited to replacing the Goods within a reasonable time or issuing a credit note at the pro rata Contract rate against any invoice raised for such Goods.
5.4 If defective Goods are to be collected from the Buyer, Wrapology will provde the Buyer with an airway bill for completion. This airway bill must be legibly completed in full at the time of collection and faxed to Wrapology within 24 hours to confirm that the correct number of cartons has been collected by the signatured driver. No refunds or replacement goods will be given unless all Goods are received by Wrapology in the same condition that they were originally received by the Buyer.
6.1 The Goods are at the risk of the Buyer from the time of delivery.
6.2 Ownership of the Goods shall not pass to the Buyer until Wrapology has received in full (in cash or cleared funds) all sums due to it in respect of:
6.3Until ownership of the Goods has passed to the Buyer, the Buyer shall:
6.4 The Buyer may resell the Goods before ownership has passed to it solely on the following conditions:
6.5 The Buyer’s right to possession of the Goods shall terminate immediately if:
6.6 Wrapology shall be entitled to recover payment for the Goods notwithstanding that ownership of any of the Goods has not passed from Wrapology.
6.7 The Buyer grants Wrapology, its agents and employees an irrevocable licence at any time to enter any premises where the Goods are or may be stored in order to inspect them, or, where the Buyer’s right to possession has terminated, to recover them.
6.8 Where Wrapology is unable to determine whether any Goods are the goods in respect of which the Buyer’s right to possession has terminated, the Buyer shall be deemed to have sold all goods of the kind sold by Wrapology to the Buyer in the order in which they were invoiced to the Buyer.
6.9 On termination of the Contract, howsoever caused, Wrapology’s (but not the Buyer’s) rights contained in this condition 6 shall remain in effect.
7.1 Unless otherwise agreed by Wrapology in writing, and subject to conditions 4.7 and 4.8, the price for the Goods shall be the price set out in the Sales Order.
7.2 The price for the Goods shall be exclusive of any and all costs or charges in relation to repeat orders, packaging, loading, unloading, carriage, storage and insurance, all of which amounts the Buyer shall pay in addition when it is due to pay for the Goods.
7.3 All sums in this Contract shall be exclusive of VAT and any other taxes and duties which shall be payable by the Buyer at the prevailing rate.
8.1 The Buyer is not entitled to cancel the Contract or any order or any repeat order made under the Contract once the Contract has been signed or a Approval Form has been signed, whichever is the earlier.
8.2 Payment terms are specific to the order and the Buyer. The following terms apply to non account customers:
8.3 If Wrapology is unable to supply the Goods and/or offer suitable replacement goods, it shall advise the Buyer in writing and shall return the Deposit within 7 days of such notice.
8.4 Account customers (those customers who have received written confirmation from Wrapology that they have been granted an account), shall pay the outstanding amount on its account 30 calendar days from the date of the invoice.
8.5 The terms applicable to the Buyer under condition 8.2 or 8.4 will be specified on the Sales Order.
8.6 Subject to condition 8.10, payment of the price for the Goods is due in pounds sterling and can be made by cheque or BACs transfer, the Buyer paying any associated bank transfer charges. A BACs transfer should be made to the account set out in condition 8.7.
8.7 Currencies other than sterling can be accepted at the daily rate as quoted by Ruesch International Ltd. Currency payments should be by cheque after Wrapology has confirmed the exchange rate in writing. Cheques should be made payable to Wrapology Ltd. An additional 5 working days should be allowed for non sterling funds to clear. Customers from outside the UK who wish to pay sterling amounts by BACs, should use the following bank transfer details:
8.8Time for payment shall be of the essence.
8.9 No payment shall be deemed to have been received until Wrapology has received cleared funds.
8.10 All payments payable to Wrapology under the Contract shall become due immediately on its termination despite any other provision.
8.11 The Buyer shall make all payments due under the Contract in full without any deduction whether by way of set-off, counterclaim, discount, abatement or otherwise unless the Buyer has a valid court order an amount equal to such deduction to be paid by Wrapology to the Buyer.
8.12 If the Buyer fails to pay Wrapology any sum due pursuant to the Contract, reserves the right to claim interest under the Late Payment of Commercial Debts (Interest) Act 1998. In the event that Wrapology engages debt collection agents to obtain payment, the Buyer will be required to pay all fees and charges incurred in collecting such debt.
9.1 The Buyer must check all deliveries at the time of delivery and advise Wrapology in writing, within 48 hours of any defects or incorrect quantities. Wrapology shall not be liable for any defects in the Goods unless Wrapology is given a reasonable opportunity after receiving the notice of such defects to examine the Goods and the Buyer (if asked to do so by Wrapology) returns such Goods to Wrapology's place of business at the Buyer’s cost for the examination to take place there. If the Goods or part of them are defective Wrapology will at its discretion provide the Buyer with replacement goods for the defective goods and the cost of delivering the defective goods back to Wrapology. In the event that the quantity of goods delivered falls short or exceeds the Goods ordered beyond the amount permitted in condition 4.7, Wrapology will at its discretion provide the Buyer with either a credit note or a refund to the value of the undelivered goods.
9.2 Wrapology shall not be liable for any defects in the Goods if:
9.3 Subject to conditions 9.1 and 9.2, if any of the Goods do not conform with their description as set out in the Approval Form or the Sales Order, Wrapology shall at its option replace such Goods (or the defective part) or refund the price of such Goods at the pro rata Contract Rate provided that, if Wrapology so requests, the Buyer shall, at Wrapology’s expense, return the Goods or the part of such Goods which are defective to Wrapology.
9.4 If Wrapology complies with condition 9.3 it shall have no further liability in respect of such Goods.
9.5 Any defective or incorrect Goods replaced shall belong to Wrapology.
10.1 Subject to conditions 4, 5 and 9, the following provisions set out the entire financial liability of Wrapology (including any liability for the acts or omissions of its employees, agents and sub-contractors) to the Buyer in respect of:
10.2 All warranties, conditions and other terms implied by statute or common law (save for the conditions implied by section 12 of the Sale of Goods Act 1979) are, to the fullest extent permitted by law, excluded from the Contract.
10.3 Nothing in these conditions excludes or limits the liability of Wrapology:
10.4 Subject to condition 10.2 and condition 10.3:
11.1Wrapology may assign the Contract or any part of it to any person, firm or company.
11.2 The Buyer shall not be entitled to assign the Contract or any part of it without the prior written consent of Wrapology.
Wrapology reserves the right to defer the date of delivery or to cancel the Contract or reduce the volume of the Goods ordered by the Buyer (without liability to the Buyer) if it is prevented from or delayed in the carrying on of its business due to circumstances beyond the reasonable control of Wrapology including, without limitation, acts of God, governmental actions, war or national emergency, acts of terrorism, protests, riot, civil commotion, fire, explosion, flood, epidemic, lock-outs, strikes or other labour disputes (whether or not relating to either party's workforce), or restraints or delays affecting carriers or inability or delay in obtaining supplies of adequate or suitable materials, provided that, if the event in question continues for a continuous period in excess of 60 days, the Buyer shall be entitled to give notice in writing to Wrapology to terminate the Contract.
13.1 These Terms and Conditions, the Approval Form, the Sales Order and (where applicable) the Quality Control Statement and Production Schedule shall constitute the entire Contract between the parties in relation to Goods set out on the Sales Order.
13.2 The Contract may be varied by agreement only and in writing only. Any special conditions attaching to the Contract should be expressly stated in the Sales Order.
13.3 Each right or remedy of Wrapology under the Contract is without prejudice to any other right or remedy of Wrapology whether under the Contract or not.
13.4 If any provision of the Contract is found by any court, tribunal or administrative body of competent jurisdiction to be wholly or partly illegal, invalid, void, voidable, unenforceable or unreasonable it shall to the extent of such illegality, invalidity, voidness, voidability, unenforceability or unreasonableness be deemed severable and the remaining provisions of the Contract and the remainder of such provision shall continue in full force and effect.
13.5 Failure or delay by Wrapology in enforcing or partially enforcing any provision of the Contract shall not be construed as a waiver of any of its rights under the Contract.
13.6 Any waiver by Wrapology of any breach of, or any default under, any provision of the Contract by the Buyer shall not be deemed a waiver of any subsequent breach or default and shall in no way affect the other terms of the Contract.
13.7 The parties to the Contract do not intend that any term of the Contract shall be enforceable by virtue of the Contracts (Rights of Third Parties) Act 1999 by any person that is not a party to it.
13.8 The formation, existence, construction, performance, validity and all aspects of the Contract shall be governed by English law and the parties submit to the exclusive jurisdiction of the English courts.
14.1 All communications between the parties about the Contract shall be in writing and delivered by hand or sent by pre-paid first class post, by fax or by email:
14.2 Communications shall be deemed to have been received:
Communications addressed to Wrapology shall be marked for the attention of the accounts manager as named on the Sales Order.