General terms and conditions of sale and delivery of Clipper limited

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Article 1 Definitions

The following definitions (where the singular shall also mean the plural) are used in these General Terms and Conditions:

1.1  "Documentation": any price lists, brochures or other information supplied by CLIPPER, all of which constitute an invitation to purchase.

1.2 "Acceptance": confirmation by CLIPPER in writing of the Order of a Client.
1.3 "General Terms and Conditions": the most recent version of the present General Terms and Conditions of Sale and Delivery of CLIPPER Limited

1.4 "Day": calendar day.

1.5 "Service": the Services performed (or to be performed) by CLIPPER, including advice.

1.6 "Ex Works": CLIPPER shall deliver ex warehouse/factory. The Client is responsible for the logistics from the moment that delivery is made ex works/factory (in accordance with the Incoterms 2010). The risk with respect to the Products shall pass at that time.
1.7 "CLIPPER": CLIPPER Limited, supplier of business gifts and promotional articles, a company registered in England with registration number 07471605, or any company affiliated with it.

1.8 "Incoterms": international terms of delivery (International Commercial Terms) designed and published by the International Chamber of Commerce (ICC) the world business organisation. Available on: www.iccwbo.org. The most recent edition of the Incoterms, as published by the ICC, is decisive for the explanation of the business terms in these General Terms and Conditions and the Contract.

1.9 "Order": an offer by the Client to CLIPPER for the purchase of Products and/or Services.

1.10 "Client": the legal or natural person who places an Order with CLIPPER, or accepts the delivery of Products and/or Services from CLIPPER.

1.11 "Contract": an Order that has been placed by the Client and Accepted by CLIPPER under these General Terms and Conditions.

1.12 "Distance Contract": a contract whereby sole use is made of one or more remote communication technologies within the framework of a system organised by CLIPPER for the distance sale of Products and/or Services, without the physical presence of the Parties, up to and including the moment that the Contract is concluded.

1.13 "Parties": CLIPPER and the Client.

1.14 "Product": business gifts by CLIPPER and other goods and items provided (or to be provided) by CLIPPER, including creative expressions.

1.15 "In Writing": by post or email.

Article 2 Applicability

2.1 These General Terms and Conditions apply to all Orders made by the Client, and CLIPPER’s quotes, order confirmations, applications, all negotiations between CLIPPER and the Client, and to all Contracts concluded or to be concluded with the Client, as well as to the performance thereof. These General Terms and Conditions also apply to any third parties engaged by CLIPPER.

2.2 Any provisions deviating from these General Terms and Conditions shall only be binding on CLIPPER following Written approval from CLIPPER and solely for the Contract to which the said approval is applicable. The other provisions of these General Terms and Conditions shall remain in full force and effect.

2.3 Reference of the Client to the applicability of its own General Terms and Conditions is hereby explicitly rejected by CLIPPER, unless such - on a case by case basis - has been expressly agreed in Writing.

2.4 CLIPPER reserves the right to review the text of these General Terms and Conditions at any time and shall notify the Client of any amendments.
2.5 In the event of a conflict between the text of the General Terms and Conditions and the Contract, the provisions of the Contract shall prevail.

2.6 A delay or failure on the part of  CLIPPER in enforcing any provision under the Contract and/or the General Terms and Conditions shall not be deemed to operate as a waiver or create a precedent or in any way prejudice CLIPPER's rights under the Contract and/or the General Terms and Conditions.

2.7 If any of the provisions in the Contract or in these General Terms and Conditions is declared void or unenforceable by any court or other body of competent jurisdiction, or is otherwise rendered so by any applicable law,, that provision shall to the extent of such invalidity or unenforceability be deemed severable and the other provisions of the Contract and the General Terms and Conditions shall continue to apply in full. The Parties shall then attempt to agree a new valid and enforceable provision as replacement which achieves to the greatest extent possible the same commercial effect as would have been achieved by the invalid or unenforceable provision.

2.8 If CLIPPER concludes Contracts with the Client more than once, the present General Terms and Conditions shall apply to all subsequent Contracts, irrespective of whether they have (again) been explicitly declared applicable and/or CLIPPER has (again) complied with its duty of disclosure.

Article 3 Orders and Contracts

3.1 All Documentation in any form, are subject to confirmation by CLIPPER and shall not be treated as an offer which is capable of acceptance by the Client. Any Order submitted to CLIPPER by the Client shall not be treated as having been accepted by CLIPPER, and accordingly no binding contract shall exist for supply of the relevant Products or Services unless and until confirmed in writing by an authorised representative of CLIPPER.

3.2 Images, catalogues, drawings, price lists, brochures and further information provided to or by CLIPPER are subject to changes without prior notice being required and do not bind CLIPPER.

3.3 CLIPPER reserves the right to make changes in the products that are displayed in the catalogue, brochures, on the website, etc..

3.4 A Contract between CLIPPER and the Client shall be concluded when the Order has been Accepted by CLIPPER.

3.5 Any agreements, oral or otherwise, made between the Parties after the Contract has been concluded shall only become effective after they have been confirmed in Writing by both Parties.

3.6 In the context of the performance of the Contract, CLIPPER is entitled to engage intermediaries or third parties.

3.7 Agreements made with or undertakings made by subordinates of CLIPPER, or intermediaries/or third parties engaged by CLIPPER, shall only bind CLIPPER if it has confirmed these agreements or undertakings in Writing to the Client.

Article 4 Prices

4.1 The prices stated in any Documentation or the prices agreed with CLIPPER apply exclusive of VAT, ex works, in the currency stated, and are based on the cost-determining factors applicable at the time of producing the Documentation .

4.2 The prices on the website of CLIPPER are guiding and subject to change.

4.3 CLIPPER is entitled to adjust the prices of the Products at any time.

4.4 CLIPPER is entitled at any time to determine that certain goods shall only be delivered on the basis of a stipulated minimum quantity.

Article 5 Cancellations

5.1 If the Client cancels the Order in accordance with the Contract, in full or in part, he shall be obliged to compensate CLIPPER for all costs (preparation costs, orders from third parties, storage, commissions, etc.) reasonably incurred with a view to performing this Contract, without prejudice to CLIPPER's right to full compensation due to loss of profit, as well as any other damage or loss arising from cancellation.

5.2 Cancellation by the Client must be made in Writing to the address of CLIPPER.

Article 6 Advisory services and product development

6.1 In a Contract for advisory services, CLIPPER shall perform such services using reasonable care and skill.

6.2 CLIPPER shall endeavour to treat any information made available by the Client as strictly confidential. The Client will maintain confidentiality with regard to all information that he becomes aware of regarding the business of CLIPPER, its Products and/or Services. The confidentiality obligations of both Parties shall survive expiry and termination of the Contract.

6.3 In the event of a Contract for product development, advice regarding promotional Products to be used, advice regarding creative concepts, quotations for extensive projects with printed or non-printed Products, national or international market research on specific Products or Product Requests for Products not specified by CLIPPER, the Client shall be obliged - in all cases that do not result in the actual delivery of Products by CLIPPER - to pay for the work carried out by CLIPPER in accordance with the hourly rate agreed between the Parties or, in the absence thereof, the usual rate maintained by CLIPPER.

Article 7 Inspection of Products

7.1 If inspections have been agreed with the Client, these inspections shall take place in accordance with the agreed inspection methods, inspection procedures and inspection periods, or those to be agreed in time, or in the absence thereof, in accordance with CLIPPER's general inspection method, procedures and periods. If any delay occurs due to the Client's actions, the delivery period may be adjusted by CLIPPER.

7.2 If CLIPPER has notified the Client within the agreed period, or at least in time, of the date of inspection, and the Client fails to comply with this invitation within 14 Days of the date of this invitation, the Products (/Services) are considered to have been approved.

7.3 CLIPPER shall be given the opportunity to deal with the comments and objections of the Client regarding the inspection or test, before the Products (/Services) can be rejected or refused by the Client. CLIPPER must be notified in writing by the Client regarding comments and objections of the Client, if any, in respect of the Products (/Services) delivered after the inspection has taken place. If any comments and objections have not been reported in Writing to CLIPPER within 14 Days of the date of the inspection, the Products (/Services) delivered are considered to have been approved by the Client.

Article 8 Deliveries and delivery time

8.1 The specified delivery times will not be of the essence, unless explicitly agreed otherwise in Writing. In the event of non-timely delivery, the Client must give CLIPPER notice of the default in Writing, and CLIPPER will be entitled to an additional reasonable term to deliver.

8.2 The delivery time begins at the last of the following times:

a. the day that the Contract is concluded

b. the day of receipt by CLIPPER of the necessary documents, data, permits, etc. required for the performance of the Contract

c. the day of receipt by CLIPPER of the amount that must if necessary be paid in advance in accordance with the Contract

d. the day after receipt of the approval of the printing proof.

8.3 CLIPPER reserves the right, if Products are especially manufactured or assembled for the benefit of the Client, to deliver and invoice a maximum of 10% more or less than the quantity agreed upon.

8.4 CLIPPER is permitted to send Products in several consignments, and each consignment must be paid separately.

8.5 Unless otherwise agreed in Writing, notwithstanding the previous provisions on prices, the prices quoted by CLIPPER are based on delivery ex works, warehouse or any other storage location (Ex Works), exclusive of VAT and insurance.

8.6 Unless otherwise agreed in Writing, delivery of the Products shall take place ex works, warehouse or other storage location (Ex Works) of CLIPPER. The Products will be deemed to have been delivered by CLIPPER and to have been accepted by the Client as soon as the Products are offered to the Client and/or as soon as the Products are loaded onto the means of transport.

8.7 The time at which the items are made available to the Client ex works, warehouse or other storage location (Ex Works) is considered the time of delivery and the time when the risk with respect to the Products passes from CLIPPER to the Client.

8.8 If the Client refuses to take delivery of the Products, the risk of the Products shall immediately pass to the Client and CLIPPER can claim payment immediately. CLIPPER shall store the Products at the expense and risk of the Client until further notice.

8.9 Unless otherwise agreed in Writing, transport shall take place at the risk and expense of the Client, even if the carrier has explicitly provided that all shipping documents must state that any and all damage or loss resulting from the transport shall be at the expense and risk of CLIPPER.

8.10 Unless otherwise agreed in Writing, CLIPPER shall choose the manner of transport and the means of transport to the best of its knowledge, yet without being liable for that choice. The transport costs are payable by the Client.

8.11 Delivery to an address indicated by the Client shall only take place if the Parties have reached Written agreement in advance on the additional costs and the terms and conditions involved.

8.12 The manner of packing, transport, shipment, etc. shall be determined by CLIPPER, unless the Parties have agreed otherwise in Writing, nonetheless without CLIPPER accepting any liability in this respect - notwithstanding a mandatory obligation to pay damages.

8.13 If CLIPPER makes samples available to the Client, the Client may return the samples, undamaged and in their original packing, within 14 Days of receipt, to CLIPPER, after which the invoice shall be credited.

8.14 If CLIPPER displays or provides a model, sample or example, this shall be for indication purposes only: the characteristics of the Products to be delivered may differ from the sample, model or example. The provisions in Article 7 shall apply mutatis mutandis.

8.15 If the Products are not collected by the Client after the delivery time has expired, CLIPPER will store the Products at the Client's expense and risk. CLIPPER shall not make the Products available to the Client until the additional costs of transport and storage have been paid by the Client. If the Products are not collected by the Client within 30 Days of the original delivery time, CLIPPER shall have the right, after sending a demand, to dispose of the Products or to find another destination for them. The Client shall not have the option of bringing an action against CLIPPER in that respect. Any proceeds thereof shall be credited to the Client after deduction of related costs, without prejudice to CLIPPER’s right to claim full payment of the agreed price.


Article 9 Supply of printed Products

9.1 If the Contract relates to the sale and delivery of Products especially manufactured or assembled for the benefit of the Client, the Client shall be obliged to and responsible for the supply of directly reproducible materials, including logos, of good quality.

9.2 CLIPPER is only obliged to send a printing proof for approval to the Client in advance, if such has been stipulated in Writing by the Client on the conclusion of the Contract. In that context, CLIPPER shall be obliged to submit a printing proof to the Client no later than five weeks after the Contract has been concluded and after receipt of the materials to be reproduced.

9.3 All costs relating to printing shall be charged separately in accordance with the price to be specified in the Contract, unless explicitly agreed otherwise in Writing. These costs shall be stated in the invoice issued to the Client.

Article 10 Complaints

10.1 The Client is obliged to inspect the Products delivered at the time of delivery. The Client should inspect whether, among other things, the quality and quantity of the Products delivered correspond to what has been agreed.

10.2 Complaints regarding externally visible faults should be lodged in Writing by the Client to CLIPPER within 8 Days of delivery of the Products.

10.3 Complaints regarding non-externally visible faults should be lodged in Writing within 8 Days of detection or three months after delivery of the Products, whichever is earlier.

10.4 Complaints regarding the amount of an invoice sent by CLIPPER must be lodged in Writing within 8 Days of the invoice date.

10.5 Complaints with regard to quantities, volumes and/or Products incorrectly ordered by the Client shall not be accepted by CLIPPER.

10.6 The Client must give CLIPPER the opportunity to verify the merits of a complaint.

10.7 Products recognised as faulty by CLIPPER shall either be exchanged or the purchase price shall be credited, free of charge, with the exclusion of any other kind of (additional) liability for compensation.

10.8 Products may only be returned after Written approval of CLIPPER, but at the expense and risk of the Client and this does not imply any acknowledgement of liability.

Article 11 Retention of title

11.1 If the Client has not fully complied with any obligation to CLIPPER, title to the Products shall not pass from CLIPPER to the Client in spite of delivery having been made and risk having passed to the Client . In such case, the Client is deemed to hold the Products on a fiduciary basis as bailee for CLIPPER until the time that it has fully complied with its obligations towards CLIPPER.

11.2 As long as title to the Products has not passed to the Client, the Client shall not have the right to alienate or lease the Products, or to charge them by way of security.

11.3 If the Client fails to meet his payment obligations, he shall be obliged, without further notice of default being required, to make the Products owned by CLIPPER available, immediately on CLIPPER's request. CLIPPER and its employees shall then be entitled to enter the site of the Client to gain actual possession of the Products.

11.4 The Client must insure the interests of CLIPPER in connection with the retention of title. The Client is obliged to compensate this interest in the event of a contingency and to assign his claim against his insurers to CLIPPER on its request.

Article 12 Payment

12.1 Unless otherwise agreed in Writing and without prejudice to the provisions of the following paragraph, payments to CLIPPER must be paid net within 30 Days of the invoice date - in cash or by bank transfer - which terms shall be of the essence. Delay or failure by the Client in respect of collecting the Products or complaints shall not affect this payment obligation.

12.2 Unless explicitly agreed otherwise, all payments from the Client, however made, shall first be used to set off against the costs, then to set off against interest due and finally to set off against the principal sum of the unpaid invoices.

12.3 Set off or any other form of settlement shall never be permitted without an explicit Written agreement.

12.4 CLIPPER is at all times entitled to require the Client to provide sufficient advance payment or security, at its discretion, for the fulfilment of the Client's payment obligations, prior to delivery or to proceed to the delivery, whereby CLIPPER is entitled to suspend further deliveries if the Client fails to meet this requirement, also in case a fixed delivery time has been agreed, without prejudice to CLIPPER's right to claim compensation for damages due to the late performance or non-performance of the Contract.

12.5 If the Client fails to pay within the agreed date for payment, the Client shall automatically be in default and have to pay interest to CLIPPER at the rate of 8 per cent per annum above the Barclays Bank Plc base rate from time to time from the date for payment until the date of actual payment in cleared funds.
12.6 The Client, who is in default must pay on demand any costs, expenses (including legal fees and disbursements and expenses of any debt recovery agent) CLIPPER may incur in seeking to recover any overdue amount.

12.7 All CLIPPER's outstanding receivables from the Client shall be immediately due and payable if the Client is in default, or in the event of the Client's liquidation, bankruptcy or an application for bankruptcy.

Article 13 Liability

13.1 The aggregate liability (inclusive of interest and legal and other costs) of CLIPPER to the Client in respect of all claims arising under or in connection with these General Terms and Conditions (whether by reason of any negligence by CLIPPER or any of its employees or agents, any non-fraudulent misrepresentation, any breach of contract or otherwise) shall not in any event exceed the amount of the invoice value for the Products/Services delivered by CLIPPER in connection with which the damage has arisen.

13.2 CLIPPER shall not be liable to the Client (whether by reason of any negligence by the Supplier or any of its employees or agents, any non-fraudulent misrepresentation, any breach of contract or otherwise) for any: loss of profits; damage to reputation; loss of business opportunities; loss of contracts; loss of goodwill; loss or corruption of any data;  claim, action or demand made against the Client by any third party; indirect loss, damage, cost, expense, claim or other liability whatsoever; which arises out of or in connection with these General Terms and Conditions.

13.3 If the Client resells, delivers, pledges Products/Services, in respect of which CLIPPER has notified him that it doubts the quality, or if the Client transfers them or makes them available in another way, under whatever title, whether or not for free and whether or not for use, the Client shall be obliged to indemnify CLIPPER against any claims from third parties for damage, incurred by, or in connection with the Products/Services delivered by CLIPPER to the other party.

13.4 The Client shall be obliged to indemnify CLIPPER for any cost and damage, which CLIPPER could incur because third parties make a claim against it in matters where liability vis-à-vis the Client is excluded in these General Terms and Conditions.
13.5 All clauses in these General Terms and Conditions and in particular concerning the exclusion or restriction of the liability of CLIPPER and concerning the indemnification of CLIPPER against claims from third parties, have also been agreed for the benefit of those who are employed by CLIPPER or third parties for whose actions or negligence CLIPPER can be liable.
13.6 Nothing in these General Terms and Conditions shall operate to limit or exclude the liability of either party for any death or personal injury caused by the negligence of either party or any of its employees or agents, or for any other matter in respect of which liability cannot lawfully be limited or excluded.

Article 14 Force majeure

14.1 In the event of default by either Party in the performance of the Contract, for which the defaulting party cannot be held accountable, the performance of the Contract or of the relevant part of the Contract shall be suspended. The Parties shall notify each other of such situation as soon as possible. Only if such suspension has lasted for 3 months, or as soon as it is established that it shall last at least 3 months, each of the Parties shall be able to terminate the Contract, in full or in part, by registered letter with immediate effect, without the Parties being obliged to pay compensation to each other for any damage, without prejudice to the Client's obligation to pay CLIPPER for the goods already delivered until the time of termination.

14.2 Non-attributable defaults on the side of CLIPPER shall in any case include, but not be limited to:

a. damage as a result of natural disasters and/or storm damage

b. war, danger of war and/or any other form of armed conflict, including terrorism or a threat thereof, which impedes the delivery of goods or raw materials.

c. strikes, forced business closure, revolt and any other form of disruption and/or obstruction caused by third parties, which impede the delivery of goods or raw materials.

d. loss of or damage to goods on transport

e. illness of one or more employees who are difficult to replace

f. legislative or administrative government measures, which impede delivery, including import and export prohibitions

g. prohibition to deliver or impedance of delivery for CLIPPER, imposed by organisations, institutions, groups or contractual forms of collaboration, which CLIPPER is a member of or which it is part of

h. failure and/or disruptions in means of transport, production equipment or power supplies

i. fire or accidents at the company of CLIPPER

j. non-or non-timely delivery to CLIPPER by sub-suppliers

k. discontinuation of the supply of goods, raw materials and/or energy

14.3 Without prejudice to other rights to which it is entitled, in the case of force majeure, CLIPPER shall have the right, at its own discretion, to suspend performance of the order of the Client, or to terminate the Contract without judicial intervention, by notifying the Client thereof in Writing.

14.4 If CLIPPER, in the event of force majeure, has already partially met its obligations, the Client shall have to pay the price due for this part to CLIPPER.

Article 15 Termination

15.1 A Contract ends when completed, or at a time explicitly determined by the Parties.

15.2 If the Client remains in breach of its obligation to pay on the date for payment or any other obligations towards CLIPPER, CLIPPER shall be entitled, after a prior written notice of default, within a term of 14 Days, except in the cases where the Contract or the General Terms and Conditions contain a clear deadline for compliance, in which case the following applies immediately, to terminate the Contract, without prejudice to CLIPPER's right to full compensation of cost, damage and interests.

15.3 CLIPPER has the same authorisation as in Article 15.2, however without further notice of default being required, if the Client has applied for a provisional moratorium, or if its bankruptcy has been applied for, or if its goods are attached, in the event of discontinuation or liquidation of its business, or in the event of reduced creditworthiness of the Client in the opinion of CLIPPER.

Article 16 Secrecy and Intellectual property rights

16.1 All information, in the broadest sense of the word, including but not limited to business information, which is focussed on specific characteristics of the Product/the Service or business of CLIPPER (work process and pricing), which is provided by CLIPPER to the Client in the context of the negotiations or the Contract is strictly confidential.

16.2 If negotiations between the Parties do not result in a Contract, the Client shall not be entitled to use the information provided by CLIPPER in any way, in the broadest sense of the word, and the Client shall return all information and all data, in the broadest sense of the word, as well as all images, drawings, sketches, photos, prototypes, models, mood boards, etc. to CLIPPER as soon as possible, and immediately destroy all copies made thereof.

16.3 All documents, i.e. drawings, sketches, schemes, samples, formats, tools, photos, designs, working methods, presentations, advice, images, prototypes, models, mood boards, printed matters, files, websites, brochures, catalogues, etc. provided by CLIPPER shall remain the physical and intellectual property of CLIPPER, also if they have been made available to the Client and irrespective of the contribution made to their realisation by the Client or third parties engaged by the Client, and may therefore, except with the prior written permission of CLIPPER, not be used for any other purpose than for the performance of the Contract between CLIPPER and the Client.

16.4 Notwithstanding the other provisions of these General Terms and Conditions, CLIPPER shall retain the rights and powers that CLIPPER is entitled to pursuant to the Copyright, Designs and Patents Act 1988.

16.5 The exercise of the aforesaid intellectual property rights - including publication, transfer, reproduction, distribution of data, all in the broadest sense of the word - both during and after the performance of the Contract - is explicitly and exclusively reserved for CLIPPER.

16.6 The Client shall indemnify CLIPPER against claims from third parties relating to intellectual property rights in goods originating from the Client referred to in the previous paragraph.

16.7 CLIPPER shall grant the Client a user licence with regard to its advice in accordance with the agreed purpose.

16.8 From the moment that the Products, designs, working methods, presentations, advices, formats, images, drawings, sketches, photos, prototypes, models, mood boards, printed matters, files, websites, brochures, and catalogues, etc. are delivered, CLIPPER is entitled to use these for its portfolio, publicity and promotion, as well as to show them at exhibitions.

Article 17 Identity of CLIPPER

1.     Name of entrepreneur: CLIPPER Limited
2.     Business and physical address: Unit 4 Cromtpon Court Attwood Road Burntwood Staffordshire WS7 3GG (the UK)
3.     Phone number: 0845 60 12 22 5
4.     E-mail address: info@clippergifts.co.uk / info@clippergifts.ie
5.     Company Registration no.: 07471605
6.     VAT Identification Number: GB 110 8685 26

Article 18 Applicable law and competent court

18.1 Any negotiations and Contracts with CLIPPER are governed exclusively by English law.

18.2 All disputes between the Client and CLIPPER shall be subject to the exclusive jurisdiction of the courts of England and Wales.

 

Version 20160104

General terms and conditions of sale and delivery of Clipper limited

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Article 1 Definitions

The following definitions (where the singular shall also mean the plural) are used in these General Terms and Conditions:

1.1  "Documentation": any price lists, brochures or other information supplied by CLIPPER, all of which constitute an invitation to purchase.

1.2 "Acceptance": confirmation by CLIPPER in writing of the Order of a Client.
1.3 "General Terms and Conditions": the most recent version of the present General Terms and Conditions of Sale and Delivery of CLIPPER Limited

1.4 "Day": calendar day.

1.5 "Service": the Services performed (or to be performed) by CLIPPER, including advice.

1.6 "Ex Works": CLIPPER shall deliver ex warehouse/factory. The Client is responsible for the logistics from the moment that delivery is made ex works/factory (in accordance with the Incoterms 2010). The risk with respect to the Products shall pass at that time.
1.7 "CLIPPER": CLIPPER Limited, supplier of business gifts and promotional articles, a company registered in England with registration number 07471605, or any company affiliated with it.

1.8 "Incoterms": international terms of delivery (International Commercial Terms) designed and published by the International Chamber of Commerce (ICC) the world business organisation. Available on: www.iccwbo.org. The most recent edition of the Incoterms, as published by the ICC, is decisive for the explanation of the business terms in these General Terms and Conditions and the Contract.

1.9 "Order": an offer by the Client to CLIPPER for the purchase of Products and/or Services.

1.10 "Client": the legal or natural person who places an Order with CLIPPER, or accepts the delivery of Products and/or Services from CLIPPER.

1.11 "Contract": an Order that has been placed by the Client and Accepted by CLIPPER under these General Terms and Conditions.

1.12 "Distance Contract": a contract whereby sole use is made of one or more remote communication technologies within the framework of a system organised by CLIPPER for the distance sale of Products and/or Services, without the physical presence of the Parties, up to and including the moment that the Contract is concluded.

1.13 "Parties": CLIPPER and the Client.

1.14 "Product": business gifts by CLIPPER and other goods and items provided (or to be provided) by CLIPPER, including creative expressions.

1.15 "In Writing": by post or email.

Article 2 Applicability

2.1 These General Terms and Conditions apply to all Orders made by the Client, and CLIPPER’s quotes, order confirmations, applications, all negotiations between CLIPPER and the Client, and to all Contracts concluded or to be concluded with the Client, as well as to the performance thereof. These General Terms and Conditions also apply to any third parties engaged by CLIPPER.

2.2 Any provisions deviating from these General Terms and Conditions shall only be binding on CLIPPER following Written approval from CLIPPER and solely for the Contract to which the said approval is applicable. The other provisions of these General Terms and Conditions shall remain in full force and effect.

2.3 Reference of the Client to the applicability of its own General Terms and Conditions is hereby explicitly rejected by CLIPPER, unless such - on a case by case basis - has been expressly agreed in Writing.

2.4 CLIPPER reserves the right to review the text of these General Terms and Conditions at any time and shall notify the Client of any amendments.
2.5 In the event of a conflict between the text of the General Terms and Conditions and the Contract, the provisions of the Contract shall prevail.

2.6 A delay or failure on the part of  CLIPPER in enforcing any provision under the Contract and/or the General Terms and Conditions shall not be deemed to operate as a waiver or create a precedent or in any way prejudice CLIPPER's rights under the Contract and/or the General Terms and Conditions.

2.7 If any of the provisions in the Contract or in these General Terms and Conditions is declared void or unenforceable by any court or other body of competent jurisdiction, or is otherwise rendered so by any applicable law,, that provision shall to the extent of such invalidity or unenforceability be deemed severable and the other provisions of the Contract and the General Terms and Conditions shall continue to apply in full. The Parties shall then attempt to agree a new valid and enforceable provision as replacement which achieves to the greatest extent possible the same commercial effect as would have been achieved by the invalid or unenforceable provision.

2.8 If CLIPPER concludes Contracts with the Client more than once, the present General Terms and Conditions shall apply to all subsequent Contracts, irrespective of whether they have (again) been explicitly declared applicable and/or CLIPPER has (again) complied with its duty of disclosure.

Article 3 Orders and Contracts

3.1 All Documentation in any form, are subject to confirmation by CLIPPER and shall not be treated as an offer which is capable of acceptance by the Client. Any Order submitted to CLIPPER by the Client shall not be treated as having been accepted by CLIPPER, and accordingly no binding contract shall exist for supply of the relevant Products or Services unless and until confirmed in writing by an authorised representative of CLIPPER.

3.2 Images, catalogues, drawings, price lists, brochures and further information provided to or by CLIPPER are subject to changes without prior notice being required and do not bind CLIPPER.

3.3 CLIPPER reserves the right to make changes in the products that are displayed in the catalogue, brochures, on the website, etc..

3.4 A Contract between CLIPPER and the Client shall be concluded when the Order has been Accepted by CLIPPER.

3.5 Any agreements, oral or otherwise, made between the Parties after the Contract has been concluded shall only become effective after they have been confirmed in Writing by both Parties.

3.6 In the context of the performance of the Contract, CLIPPER is entitled to engage intermediaries or third parties.

3.7 Agreements made with or undertakings made by subordinates of CLIPPER, or intermediaries/or third parties engaged by CLIPPER, shall only bind CLIPPER if it has confirmed these agreements or undertakings in Writing to the Client.

Article 4 Prices

4.1 The prices stated in any Documentation or the prices agreed with CLIPPER apply exclusive of VAT, ex works, in the currency stated, and are based on the cost-determining factors applicable at the time of producing the Documentation .

4.2 The prices on the website of CLIPPER are guiding and subject to change.

4.3 CLIPPER is entitled to adjust the prices of the Products at any time.

4.4 CLIPPER is entitled at any time to determine that certain goods shall only be delivered on the basis of a stipulated minimum quantity.

Article 5 Cancellations

5.1 If the Client cancels the Order in accordance with the Contract, in full or in part, he shall be obliged to compensate CLIPPER for all costs (preparation costs, orders from third parties, storage, commissions, etc.) reasonably incurred with a view to performing this Contract, without prejudice to CLIPPER's right to full compensation due to loss of profit, as well as any other damage or loss arising from cancellation.

5.2 Cancellation by the Client must be made in Writing to the address of CLIPPER.

Article 6 Advisory services and product development

6.1 In a Contract for advisory services, CLIPPER shall perform such services using reasonable care and skill.

6.2 CLIPPER shall endeavour to treat any information made available by the Client as strictly confidential. The Client will maintain confidentiality with regard to all information that he becomes aware of regarding the business of CLIPPER, its Products and/or Services. The confidentiality obligations of both Parties shall survive expiry and termination of the Contract.

6.3 In the event of a Contract for product development, advice regarding promotional Products to be used, advice regarding creative concepts, quotations for extensive projects with printed or non-printed Products, national or international market research on specific Products or Product Requests for Products not specified by CLIPPER, the Client shall be obliged - in all cases that do not result in the actual delivery of Products by CLIPPER - to pay for the work carried out by CLIPPER in accordance with the hourly rate agreed between the Parties or, in the absence thereof, the usual rate maintained by CLIPPER.

Article 7 Inspection of Products

7.1 If inspections have been agreed with the Client, these inspections shall take place in accordance with the agreed inspection methods, inspection procedures and inspection periods, or those to be agreed in time, or in the absence thereof, in accordance with CLIPPER's general inspection method, procedures and periods. If any delay occurs due to the Client's actions, the delivery period may be adjusted by CLIPPER.

7.2 If CLIPPER has notified the Client within the agreed period, or at least in time, of the date of inspection, and the Client fails to comply with this invitation within 14 Days of the date of this invitation, the Products (/Services) are considered to have been approved.

7.3 CLIPPER shall be given the opportunity to deal with the comments and objections of the Client regarding the inspection or test, before the Products (/Services) can be rejected or refused by the Client. CLIPPER must be notified in writing by the Client regarding comments and objections of the Client, if any, in respect of the Products (/Services) delivered after the inspection has taken place. If any comments and objections have not been reported in Writing to CLIPPER within 14 Days of the date of the inspection, the Products (/Services) delivered are considered to have been approved by the Client.

Article 8 Deliveries and delivery time

8.1 The specified delivery times will not be of the essence, unless explicitly agreed otherwise in Writing. In the event of non-timely delivery, the Client must give CLIPPER notice of the default in Writing, and CLIPPER will be entitled to an additional reasonable term to deliver.

8.2 The delivery time begins at the last of the following times:

a. the day that the Contract is concluded

b. the day of receipt by CLIPPER of the necessary documents, data, permits, etc. required for the performance of the Contract

c. the day of receipt by CLIPPER of the amount that must if necessary be paid in advance in accordance with the Contract

d. the day after receipt of the approval of the printing proof.

8.3 CLIPPER reserves the right, if Products are especially manufactured or assembled for the benefit of the Client, to deliver and invoice a maximum of 10% more or less than the quantity agreed upon.

8.4 CLIPPER is permitted to send Products in several consignments, and each consignment must be paid separately.

8.5 Unless otherwise agreed in Writing, notwithstanding the previous provisions on prices, the prices quoted by CLIPPER are based on delivery ex works, warehouse or any other storage location (Ex Works), exclusive of VAT and insurance.

8.6 Unless otherwise agreed in Writing, delivery of the Products shall take place ex works, warehouse or other storage location (Ex Works) of CLIPPER. The Products will be deemed to have been delivered by CLIPPER and to have been accepted by the Client as soon as the Products are offered to the Client and/or as soon as the Products are loaded onto the means of transport.

8.7 The time at which the items are made available to the Client ex works, warehouse or other storage location (Ex Works) is considered the time of delivery and the time when the risk with respect to the Products passes from CLIPPER to the Client.

8.8 If the Client refuses to take delivery of the Products, the risk of the Products shall immediately pass to the Client and CLIPPER can claim payment immediately. CLIPPER shall store the Products at the expense and risk of the Client until further notice.

8.9 Unless otherwise agreed in Writing, transport shall take place at the risk and expense of the Client, even if the carrier has explicitly provided that all shipping documents must state that any and all damage or loss resulting from the transport shall be at the expense and risk of CLIPPER.

8.10 Unless otherwise agreed in Writing, CLIPPER shall choose the manner of transport and the means of transport to the best of its knowledge, yet without being liable for that choice. The transport costs are payable by the Client.

8.11 Delivery to an address indicated by the Client shall only take place if the Parties have reached Written agreement in advance on the additional costs and the terms and conditions involved.

8.12 The manner of packing, transport, shipment, etc. shall be determined by CLIPPER, unless the Parties have agreed otherwise in Writing, nonetheless without CLIPPER accepting any liability in this respect - notwithstanding a mandatory obligation to pay damages.

8.13 If CLIPPER makes samples available to the Client, the Client may return the samples, undamaged and in their original packing, within 14 Days of receipt, to CLIPPER, after which the invoice shall be credited.

8.14 If CLIPPER displays or provides a model, sample or example, this shall be for indication purposes only: the characteristics of the Products to be delivered may differ from the sample, model or example. The provisions in Article 7 shall apply mutatis mutandis.

8.15 If the Products are not collected by the Client after the delivery time has expired, CLIPPER will store the Products at the Client's expense and risk. CLIPPER shall not make the Products available to the Client until the additional costs of transport and storage have been paid by the Client. If the Products are not collected by the Client within 30 Days of the original delivery time, CLIPPER shall have the right, after sending a demand, to dispose of the Products or to find another destination for them. The Client shall not have the option of bringing an action against CLIPPER in that respect. Any proceeds thereof shall be credited to the Client after deduction of related costs, without prejudice to CLIPPER’s right to claim full payment of the agreed price.


Article 9 Supply of printed Products

9.1 If the Contract relates to the sale and delivery of Products especially manufactured or assembled for the benefit of the Client, the Client shall be obliged to and responsible for the supply of directly reproducible materials, including logos, of good quality.

9.2 CLIPPER is only obliged to send a printing proof for approval to the Client in advance, if such has been stipulated in Writing by the Client on the conclusion of the Contract. In that context, CLIPPER shall be obliged to submit a printing proof to the Client no later than five weeks after the Contract has been concluded and after receipt of the materials to be reproduced.

9.3 All costs relating to printing shall be charged separately in accordance with the price to be specified in the Contract, unless explicitly agreed otherwise in Writing. These costs shall be stated in the invoice issued to the Client.

Article 10 Complaints

10.1 The Client is obliged to inspect the Products delivered at the time of delivery. The Client should inspect whether, among other things, the quality and quantity of the Products delivered correspond to what has been agreed.

10.2 Complaints regarding externally visible faults should be lodged in Writing by the Client to CLIPPER within 8 Days of delivery of the Products.

10.3 Complaints regarding non-externally visible faults should be lodged in Writing within 8 Days of detection or three months after delivery of the Products, whichever is earlier.

10.4 Complaints regarding the amount of an invoice sent by CLIPPER must be lodged in Writing within 8 Days of the invoice date.

10.5 Complaints with regard to quantities, volumes and/or Products incorrectly ordered by the Client shall not be accepted by CLIPPER.

10.6 The Client must give CLIPPER the opportunity to verify the merits of a complaint.

10.7 Products recognised as faulty by CLIPPER shall either be exchanged or the purchase price shall be credited, free of charge, with the exclusion of any other kind of (additional) liability for compensation.

10.8 Products may only be returned after Written approval of CLIPPER, but at the expense and risk of the Client and this does not imply any acknowledgement of liability.

Article 11 Retention of title

11.1 If the Client has not fully complied with any obligation to CLIPPER, title to the Products shall not pass from CLIPPER to the Client in spite of delivery having been made and risk having passed to the Client . In such case, the Client is deemed to hold the Products on a fiduciary basis as bailee for CLIPPER until the time that it has fully complied with its obligations towards CLIPPER.

11.2 As long as title to the Products has not passed to the Client, the Client shall not have the right to alienate or lease the Products, or to charge them by way of security.

11.3 If the Client fails to meet his payment obligations, he shall be obliged, without further notice of default being required, to make the Products owned by CLIPPER available, immediately on CLIPPER's request. CLIPPER and its employees shall then be entitled to enter the site of the Client to gain actual possession of the Products.

11.4 The Client must insure the interests of CLIPPER in connection with the retention of title. The Client is obliged to compensate this interest in the event of a contingency and to assign his claim against his insurers to CLIPPER on its request.

Article 12 Payment

12.1 Unless otherwise agreed in Writing and without prejudice to the provisions of the following paragraph, payments to CLIPPER must be paid net within 30 Days of the invoice date - in cash or by bank transfer - which terms shall be of the essence. Delay or failure by the Client in respect of collecting the Products or complaints shall not affect this payment obligation.

12.2 Unless explicitly agreed otherwise, all payments from the Client, however made, shall first be used to set off against the costs, then to set off against interest due and finally to set off against the principal sum of the unpaid invoices.

12.3 Set off or any other form of settlement shall never be permitted without an explicit Written agreement.

12.4 CLIPPER is at all times entitled to require the Client to provide sufficient advance payment or security, at its discretion, for the fulfilment of the Client's payment obligations, prior to delivery or to proceed to the delivery, whereby CLIPPER is entitled to suspend further deliveries if the Client fails to meet this requirement, also in case a fixed delivery time has been agreed, without prejudice to CLIPPER's right to claim compensation for damages due to the late performance or non-performance of the Contract.

12.5 If the Client fails to pay within the agreed date for payment, the Client shall automatically be in default and have to pay interest to CLIPPER at the rate of 8 per cent per annum above the Barclays Bank Plc base rate from time to time from the date for payment until the date of actual payment in cleared funds.
12.6 The Client, who is in default must pay on demand any costs, expenses (including legal fees and disbursements and expenses of any debt recovery agent) CLIPPER may incur in seeking to recover any overdue amount.

12.7 All CLIPPER's outstanding receivables from the Client shall be immediately due and payable if the Client is in default, or in the event of the Client's liquidation, bankruptcy or an application for bankruptcy.

Article 13 Liability

13.1 The aggregate liability (inclusive of interest and legal and other costs) of CLIPPER to the Client in respect of all claims arising under or in connection with these General Terms and Conditions (whether by reason of any negligence by CLIPPER or any of its employees or agents, any non-fraudulent misrepresentation, any breach of contract or otherwise) shall not in any event exceed the amount of the invoice value for the Products/Services delivered by CLIPPER in connection with which the damage has arisen.

13.2 CLIPPER shall not be liable to the Client (whether by reason of any negligence by the Supplier or any of its employees or agents, any non-fraudulent misrepresentation, any breach of contract or otherwise) for any: loss of profits; damage to reputation; loss of business opportunities; loss of contracts; loss of goodwill; loss or corruption of any data;  claim, action or demand made against the Client by any third party; indirect loss, damage, cost, expense, claim or other liability whatsoever; which arises out of or in connection with these General Terms and Conditions.

13.3 If the Client resells, delivers, pledges Products/Services, in respect of which CLIPPER has notified him that it doubts the quality, or if the Client transfers them or makes them available in another way, under whatever title, whether or not for free and whether or not for use, the Client shall be obliged to indemnify CLIPPER against any claims from third parties for damage, incurred by, or in connection with the Products/Services delivered by CLIPPER to the other party.

13.4 The Client shall be obliged to indemnify CLIPPER for any cost and damage, which CLIPPER could incur because third parties make a claim against it in matters where liability vis-à-vis the Client is excluded in these General Terms and Conditions.
13.5 All clauses in these General Terms and Conditions and in particular concerning the exclusion or restriction of the liability of CLIPPER and concerning the indemnification of CLIPPER against claims from third parties, have also been agreed for the benefit of those who are employed by CLIPPER or third parties for whose actions or negligence CLIPPER can be liable.
13.6 Nothing in these General Terms and Conditions shall operate to limit or exclude the liability of either party for any death or personal injury caused by the negligence of either party or any of its employees or agents, or for any other matter in respect of which liability cannot lawfully be limited or excluded.

Article 14 Force majeure

14.1 In the event of default by either Party in the performance of the Contract, for which the defaulting party cannot be held accountable, the performance of the Contract or of the relevant part of the Contract shall be suspended. The Parties shall notify each other of such situation as soon as possible. Only if such suspension has lasted for 3 months, or as soon as it is established that it shall last at least 3 months, each of the Parties shall be able to terminate the Contract, in full or in part, by registered letter with immediate effect, without the Parties being obliged to pay compensation to each other for any damage, without prejudice to the Client's obligation to pay CLIPPER for the goods already delivered until the time of termination.

14.2 Non-attributable defaults on the side of CLIPPER shall in any case include, but not be limited to:

a. damage as a result of natural disasters and/or storm damage

b. war, danger of war and/or any other form of armed conflict, including terrorism or a threat thereof, which impedes the delivery of goods or raw materials.

c. strikes, forced business closure, revolt and any other form of disruption and/or obstruction caused by third parties, which impede the delivery of goods or raw materials.

d. loss of or damage to goods on transport

e. illness of one or more employees who are difficult to replace

f. legislative or administrative government measures, which impede delivery, including import and export prohibitions

g. prohibition to deliver or impedance of delivery for CLIPPER, imposed by organisations, institutions, groups or contractual forms of collaboration, which CLIPPER is a member of or which it is part of

h. failure and/or disruptions in means of transport, production equipment or power supplies

i. fire or accidents at the company of CLIPPER

j. non-or non-timely delivery to CLIPPER by sub-suppliers

k. discontinuation of the supply of goods, raw materials and/or energy

14.3 Without prejudice to other rights to which it is entitled, in the case of force majeure, CLIPPER shall have the right, at its own discretion, to suspend performance of the order of the Client, or to terminate the Contract without judicial intervention, by notifying the Client thereof in Writing.

14.4 If CLIPPER, in the event of force majeure, has already partially met its obligations, the Client shall have to pay the price due for this part to CLIPPER.

Article 15 Termination

15.1 A Contract ends when completed, or at a time explicitly determined by the Parties.

15.2 If the Client remains in breach of its obligation to pay on the date for payment or any other obligations towards CLIPPER, CLIPPER shall be entitled, after a prior written notice of default, within a term of 14 Days, except in the cases where the Contract or the General Terms and Conditions contain a clear deadline for compliance, in which case the following applies immediately, to terminate the Contract, without prejudice to CLIPPER's right to full compensation of cost, damage and interests.

15.3 CLIPPER has the same authorisation as in Article 15.2, however without further notice of default being required, if the Client has applied for a provisional moratorium, or if its bankruptcy has been applied for, or if its goods are attached, in the event of discontinuation or liquidation of its business, or in the event of reduced creditworthiness of the Client in the opinion of CLIPPER.

Article 16 Secrecy and Intellectual property rights

16.1 All information, in the broadest sense of the word, including but not limited to business information, which is focussed on specific characteristics of the Product/the Service or business of CLIPPER (work process and pricing), which is provided by CLIPPER to the Client in the context of the negotiations or the Contract is strictly confidential.

16.2 If negotiations between the Parties do not result in a Contract, the Client shall not be entitled to use the information provided by CLIPPER in any way, in the broadest sense of the word, and the Client shall return all information and all data, in the broadest sense of the word, as well as all images, drawings, sketches, photos, prototypes, models, mood boards, etc. to CLIPPER as soon as possible, and immediately destroy all copies made thereof.

16.3 All documents, i.e. drawings, sketches, schemes, samples, formats, tools, photos, designs, working methods, presentations, advice, images, prototypes, models, mood boards, printed matters, files, websites, brochures, catalogues, etc. provided by CLIPPER shall remain the physical and intellectual property of CLIPPER, also if they have been made available to the Client and irrespective of the contribution made to their realisation by the Client or third parties engaged by the Client, and may therefore, except with the prior written permission of CLIPPER, not be used for any other purpose than for the performance of the Contract between CLIPPER and the Client.

16.4 Notwithstanding the other provisions of these General Terms and Conditions, CLIPPER shall retain the rights and powers that CLIPPER is entitled to pursuant to the Copyright, Designs and Patents Act 1988.

16.5 The exercise of the aforesaid intellectual property rights - including publication, transfer, reproduction, distribution of data, all in the broadest sense of the word - both during and after the performance of the Contract - is explicitly and exclusively reserved for CLIPPER.

16.6 The Client shall indemnify CLIPPER against claims from third parties relating to intellectual property rights in goods originating from the Client referred to in the previous paragraph.

16.7 CLIPPER shall grant the Client a user licence with regard to its advice in accordance with the agreed purpose.

16.8 From the moment that the Products, designs, working methods, presentations, advices, formats, images, drawings, sketches, photos, prototypes, models, mood boards, printed matters, files, websites, brochures, and catalogues, etc. are delivered, CLIPPER is entitled to use these for its portfolio, publicity and promotion, as well as to show them at exhibitions.

Article 17 Identity of CLIPPER

1.     Name of entrepreneur: CLIPPER Limited
2.     Business and physical address: Unit 4 Cromtpon Court Attwood Road Burntwood Staffordshire WS7 3GG (the UK)
3.     Phone number: 0845 60 12 22 5
4.     E-mail address: info@clippergifts.co.uk / info@clippergifts.ie
5.     Company Registration no.: 07471605
6.     VAT Identification Number: GB 110 8685 26

Article 18 Applicable law and competent court

18.1 Any negotiations and Contracts with CLIPPER are governed exclusively by English law.

18.2 All disputes between the Client and CLIPPER shall be subject to the exclusive jurisdiction of the courts of England and Wales.

 

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