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TERMS & CONDITIONS
 
  1. INTERPRETATION

1.1 The following definitions and rules of interpretation apply in these conditions.

Buyer: the person, firm or company who purchases the Goods from Ultimate Xpressions.

Contract: any contract between Ultimate Xpressions and the Buyer for the sale and purchase of the Goods, incorporating these conditions.

Delivery: completion of delivery of an Order by the Buyer taking physical possession of the Goods

Delivery Date: the date on which the Goods are delivered to or collected by the Buyer or, if Ultimate Xpressions tried to deliver the Goods but is unable to, the date on which Ultimate Xpressions attempted to have the Goods delivered.

Delivery Point: the place where delivery of the Goods is to take place.

Goods: any goods agreed in the Contract to be supplied to the Buyer by Ultimate Xpressions (including any part or parts of them).

 

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 Buyer 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 Buyer'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 Ultimate Xpressions'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 Partner of Ultimate Xpressions. The Buyer acknowledges that it has not relied on any statement, promise or representation made or given by or on behalf of Ultimate Xpressions which is not set out in the Contract. Nothing in this condition shall exclude or limit Ultimate Xpressions' liability for fraudulent misrepresentation.

2.4 Each order or acceptance of a quotation for Goods by the Buyer from Ultimate Xpressions shall be deemed to be an offer by the Buyer to buy Goods subject to these conditions.

2.5 Any quotation given by Ultimate Xpressions is subject to change at Ultimate Xpressions' absolute discretion but shall remain open for acceptance by the Customer provided that Ultimate Xpressions has not previously withdrawn it or any timescale placed on acceptance has expired.

3. DESCRIPTION

3.1 The quantity and description of the Goods shall be as set out in Ultimate Xpressions' records which shall stand as absolute proof of what order the Buyer made.

3.2 All samples, drawings, descriptive matter, specifications (including sizing and colouring) and advertising issued or made available by Ultimate Xpressions and any descriptions or illustrations contained in Ultimate Xpressions' 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.

3.3 Size, style, fabric content, specification, quality and colour should be checked by the Buyer on receipt of the goods.

3.4 Ultimate Xpressions gives no warranty, express or implied, regarding the suitability of the Goods for the purpose for which Buyer has chosen them.

3.5 The Buyer recognises that variation may occur from one dye batch to another and Ultimate Xpressions will accept no responsibility for any such variation in colour.

3.6 The Buyer acknowledges and agrees that when a sample of the Goods has been shown to or inspected by the Buyer any consequent sale does not constitute a sale by sample.

4. DELIVERY

4.1 Unless otherwise agreed by Ultimate Xpressions, the Delivery Point shall be Ultimate Xpressions' place of business. Collections from Ultimate Xpressions' place of business shall only be permitted between Monday to Friday between 9.30am and 6.00pm or Saturday 10am and 3pm.

4.2 If the Buyer wishes the Delivery Point to be anywhere other than Ultimate Xpressions' place of business, the Buyer must specifically request an alternative Delivery Point and pay the appropriate delivery charges.

4.3 The Buyer shall take delivery of the Goods within 7 days of Ultimate Xpressions giving it notice that the Goods are ready for collection.

4.4 In the event that Ultimate Xpressions is to deliver the Goods to a location specified by the Buyer, any dates specified by Ultimate Xpressions for delivery of the Goods are intended to be an estimate. Any delivery dates given in respect of the Goods are estimates only which the Buyer relies on entirely at its own risk.

4.5 Subject to the other provisions of these conditions Ultimate Xpressions 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, nor shall any delay entitle the Buyer to terminate or rescind the Contract unless such delay exceeds 60 days.

4.6 If for any reason the Buyer fails to accept delivery of any of the Goods when they are ready for delivery, or Ultimate Xpressions is unable to deliver the Goods because the Buyer has not provided appropriate instructions, documents, licences or authorisations:

(a) risk in the Goods shall pass to the Buyer (including for loss or damage);
(b) the Goods shall be deemed to have been delivered; and
(c) Ultimate Xpressions may store the Goods until delivery, whereupon the Buyer shall be liable for all related costs and expenses (including, without limitation, storage and insurance).

4.7 Ultimate Xpressions 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.

4.11 If the Delivery Point is to be outside the UK:

(a) The Buyer shall obtain all necessary import licences, clearances and other consents necessary for the purchase of the Goods.
(b) The Buyer must comply with all applicable laws and regulations of the country for which the products are destined. Ultimate Xpressions will not be liable for any breach by the Buyer of any such laws.
(c) Risk in and responsibility for the Goods shall pass to the Buyer once they have been delivered to the carrier appointed to deliver the Goods and the Buyer shall maintain appropriate insurance for the goods in transit.


5. NON-DELIVERY

5.1 The quantity of any consignment of Goods as recorded by Ultimate Xpressions upon despatch from Ultimate Xpressions's place of business shall be conclusive evidence of the quantity received by the Buyer on delivery unless the Buyer can provide conclusive evidence proving the contrary (such evidence shall not include witness evidence from any of the Buyer's employees).

5.2 Ultimate Xpressions shall not be liable for any non-delivery of Goods (even if caused by Ultimate Xpressions's negligence) unless the Buyer gives written notice to Ultimate Xpressions of the non-delivery within 7 days of the date when the Goods would in the ordinary course of events have been received.

5.3 Any liability of Ultimate Xpressions for non-delivery of the Goods 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.

6. RISK/TITLE

6.1 Subject to clause 4.11(c), 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 Ultimate Xpressions has received in full (in cash or cleared funds) all sums due to it in respect of:

(a) the Goods; and
(b) all other sums which are or which become due to Ultimate Xpressions from the Buyer on any account or for any reason.

6.3 The Buyer may resell the Goods in the ordinary course of its business before ownership has passed to it.

6.4 The Buyer's right to possession of the Goods shall terminate immediately if:

(a) the Buyer takes any steps or has any steps taken against it in connection with the Buyer's insolvency (or potential or likely insolvency); or
(b) the Buyer encumbers or in any way charges any of the Goods.

6.5 Ultimate Xpressions shall be entitled to recover payment for the Goods notwithstanding that ownership of any of the Goods has not passed from Ultimate Xpressions.

7. PRICE

7.1 Unless otherwise agreed by Ultimate Xpressions in writing, the price for the Goods shall be those prices set out in Ultimate Xpressions' price list published in force at the time that the order is made. However, Ultimate Xpressions retains the absolute right to vary the price payable for the Goods between the date of order and the date of despatch.

7.2 If the Buyer is to pay the price other than in UK pounds sterling, the price shall be calculated as the sterling equivalent of the published price using the currency exchange rate of Ultimate Xpressions's bank which applies at the time that the order is made.

7.3 The delivery charges shall be those set out on Ultimate Xpressions's website as at the date of delivery or deemed delivery or as otherwise communicated by Ultimate Xpressions to the Buyer.

8. RETURNING GOODS

8.1 All sales are final. However, Ultimate Xpressions does subject to the terms of this clause, recognise that there may be occasions when it is appropriate to accept returns from the Buyer and Ultimate Xpressions shall, on a case by case basis, consider doing do. For the purposes of this clause, any Goods which the Buyer wants to return shall be referred to as "Returned Goods";

8.2 Ultimate Xpressions will, in any circumstances, only accept returns if the following conditions are met:

(a) The Buyer shall provide a proper invoice in respect of the Returned Goods;
(b) Ultimate Xpressions must have given formal returns authorisation;
(c) The Returned Goods must not have been worn and must be returned in their original condition;
(d) Ultimate Xpressions retain the right to refuse Returned Goods or to replace or in the case of a printing error amend the goods in place of issuing any refund
(e) The Buyer will either:
(i) pay for and arrange the return of the Returned Goods; or
(ii) if Ultimate Xpressions agrees to recover the Returned Goods pay to Ultimate Xpressions a charge to cover the cost of collection of the Returned Goods. In the event that Ultimate Xpressions's carrier attends to collect the Returned Goods and that collection is not possible owing to a fault of the Buyer, a charge of £15 will be payable by the Buyer to Ultimate Xpressions.

9. TAX

9.1 The price for the Goods is exclusive of any value added tax. Ultimate Xpressions currently opperates below the threshold required for VAT registration and no VAT is included in any amount quoted by Ultimate Xpressions.

9.2 If the Buyer orders Goods for delivery outside the UK, they may be subject to import duties and taxes which are levied when the delivery reaches the specified destination. The Buyer will be responsible for payment of any such import duties and taxes.

10. PAYMENT

10.1 Unless agreed otherwise by Ultimate Xpressions, a Buyer must pay a 50% deposit at point of order and make full and final payment for the Goods at the time that the order is collected or in the case of a delivery before the goods leave Ultimate Xpressions.

10.2 No payment shall be deemed to have been received until Ultimate Xpressions has received cleared funds. Ultimate Xpressions shall be due payment in respect of any Goods even if no invoice has been raised and the raising and/or issuing of an invoice shall not be a pre-condition to Ultimate Xpressions's entitlement to be paid.

10.3 All payments payable to Ultimate Xpressions under the Contract shall become due immediately on its termination despite any other provision.

10.4 If any payments are made by way of credit card, Ultimate Xpressions shall be liberty to charge a fee on top of the payment sum which represents any charge levied on Ultimate Xpressions by the credit card handler or operator.

10.5 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 requiring an amount equal to such deduction to be paid by Ultimate Xpressions to the Buyer.

10.6 If the Buyer fails to pay Ultimate Xpressions any sum due pursuant to the Contract, the Buyer shall be liable to pay interest to Ultimate Xpressions on such sum from the due date for payment at a rate of 2% per calendar month or part in which payment is overdue. Interest remains payable after judgment. Ultimate Xpressions reserves the right to claim interest under the Late Payment of Commercial Debts (Interest) Act 1998.

10.7 Returned or represented cheques will incur a charge of £10 per representation.

11. QUALITY

11.1 Ultimate Xpressions is the printer, not the manufacturer of the Goods and as such the Buyer hereby acknowledges and agrees that it is not appropriate for Ultimate Xpressions to provide warranties in respect of the quality of the Goods. Ultimate Xpressions therefore gives no such warranties, express or implied, as to the quality of the Goods and all such warranties are hereby excluded from the contract.

11.2 Upon written request from the Buyer, Ultimate Xpressions shall endeavour, but shall not be obliged to, transfer to the Buyer the benefit of any warranty or guarantee given to Ultimate Xpressions by the manufacturer but only insofar as any such warranty or guarantee has been given to Ultimate Xpressions.

12. LIMITATION OF LIABILITY

12.1 The following provisions set out the entire financial liability of Ultimate Xpressions (including any liability for the acts or omissions of its employees) to the Buyer in respect of:

(a) any breach of these conditions;
(b) any use made or resale by the Buyer of any of the Goods, or of any product incorporating any of the Goods; and
(c) any representation, statement or omission including negligence arising under or in connection with the Contract.

12.2 All warranties, conditions and other terms implied by statute or common law are, to the fullest extent permitted by law, excluded from the Contract.

12.3 Nothing in these conditions excludes or limits the liability of Ultimate Xpressions: (a) for death or personal injury caused by Ultimate Xpressions' negligence; or
(b) under section 2(3), Consumer Protection Act 1987; or
(c) for any matter which it would be illegal for Ultimate Xpressions to exclude or attempt to exclude its liability; or
(d) for fraud or fraudulent misrepresentation.

12.4 Subject to condition 12.2 and condition 12.3:

(a) Ultimate Xpressions' total liability in contract, misrepresentation, restitution or otherwise, arising in connection with the performance or contemplated performance of the Contract shall be limited to, at Ultimate Xpressions' sole election, either:
(i) repairing or replacing the Goods (or appropriate part thereof) or provided that, if Ultimate Xpressions so requests, the Buyer shall, at the Buyer's expense, return the Goods or the part of such Goods which are being replaced to Ultimate Xpressions; or
(ii) the price paid for the Goods.
(b) Ultimate Xpressions shall not be liable to the Buyer for any pure economic loss, loss of profit, loss of business, depletion of goodwill or otherwise, in each case whether direct, indirect or consequential, or any claims for consequential compensation whatsoever (howsoever caused) which arise out of or in connection with the Contract.

12.5 Ultimate Xpressions shall not be liable for a breach of contract in respect of the Goods or any matters relating to them insofar as:

(a) the Buyer makes any further use of such Goods after giving such notice; or
(b) the defect arises because the Buyer failed to follow Ultimate Xpressions's oral or written instructions as to the storage, use or maintenance of the Goods. or
(c) the Buyer alters or repairs such Goods without the written consent of Ultimate Xpressions;
(d) the Buyer is responsible for causing the problem, whatever it may be.

12.7 The Buyer recognises that the level of risk taken on by Ultimate Xpressions is directly related to the price being charged for the Goods. If the Buyer wanted Ultimate Xpressions to accept more risk in respect of the Goods, the Buyer acknowledges that an increase in the price of the Goods would be required.

13. TERMINATION

13.1 If the Buyer breaches any of the terms of this contract or becomes, or in the reasonable opinion of Ultimate Xpressions is likely to become, insolvent Ultimate Xpressions may (without prejudice to its other rights) forthwith terminate this agreement.

13.2 In the event that this agreement is terminated by Ultimate Xpressions:

(a) it shall be entitled to be immediately paid any and all sums due to it from the Buyer whether in respect of this or any other contract and including any monies unpaid as a result of credit which Ultimate Xpressions has provided to the Buyer;
(b) insofar as the Goods have not been delivered prior to termination, Ultimate Xpressions shall be discharged from any obligation to supply the Goods.

14. FORCE MAJEURE

Ultimate Xpressions 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 Ultimate Xpressions 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 180 days, the Buyer shall be entitled to give notice in writing to Ultimate Xpressions to terminate the Contract.

15. GENERAL

15.1 Each right or remedy of Ultimate Xpressions under the Contract is without prejudice to any other right or remedy of Ultimate Xpressions whether under the Contract or not.

15.2 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.

15.3 Failure or delay by Ultimate Xpressions 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.

15.4 Ultimate Xpressions may, from time to time monitor or record telephone calls between it and the Buyer (or a prospective buyer).

15.5 Any waiver by Ultimate Xpressions 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.

15.6 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.

15.7 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 & Welsh courts.

16. Ultimate Xpressions may from time to time use at it's descretion photos of work that we have completed, any customer that wishes their items/logos not to be used in this way, may stop this at any point in time by contacting Ultimate Xpressions.

ALL TRANSACTIONS ARE SUBJECT TO THE COMPANY'S FULL TERMS AND CONDITIONS OF SALE. PLEASE REFER TO OUR WEBSITE FOR THE LATEST TERMS AND CONDITIONS.

MISTAKES ARE POSSIBLE: All goods should be checked upon receipt.

ALL COLOURS AND SIZES DETAILED OR ILLUSTRATED IN THIS BROCHURE ARE FOR GUIDANCE ONLY

Ultimate Xpressions
67 Beatrice St,
Gorse Hill, Swindon,
Wilts, SN2 1BJ
01793 324325
alex@ultimatexpressions.co.uk
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