These terms and conditions are split into two sections:
– Section A refers to all consumer purchases – for personal use.
– Section B refers to all business purchases – for business or trade use or for resale.
TERMS AND CONDITIONS of SALE OF GOODS (to Consumers)
IMPORTANT NOTICE: THESE TERMS AND CONDITIONS OF SALE ARE FOR ALL CONSUMER PURCHASES OF PRODUCTS FROM ARCO ENVELOPES. IF YOU ARE PURCHASING GOODS AS A BUSINESS (I.E. IN CONNECTION WITH YOUR BUSINESS, TRADE, CRAFT OR PROFESSION) PLEASE REFER TO OUR TERMS AND CONDITIONS OF SALE FOR BUSINESSES (Section B).
On this page the words “we” “us” and “our” refer to Moroak (trading as Blake Envelopes).
1.1. What these terms cover. These are the terms and conditions on which we supply products to you.
1.2. Why you should read them. Please read these terms carefully before you submit your order to us. These terms tell you who we are, how we will provide products to you, how you and we may change or end the contract, what to do if there is a problem and they exclude and limit our liability to you in the event of loss or damage.
2.1. How we will accept your order. Our acceptance of your order submitted via our website will take place when we email you to accept it. A contract will come into existence between you and us when we have accepted your order and received payment (in full and in cleared funds) for the products described in the order acceptance email.
2.2. If we cannot accept your order. If we are unable to accept your order, we will inform you of this in writing and will not charge you for the product. This might be because the product is out of stock, because of unexpected limits on our resources which we could not reasonably plan for, because we have identified an error in the price or description of the product or because we are unable to meet a delivery deadline you have specified.
2.3. Your order number. We will assign an order number to your order and tell you what it is when we email you to accept your order. It will help us if you can tell us the order number whenever you contact us about your order.
3.1. Products may vary slightly from their pictures. The images of the products on our website or which we make available to you (for example in our product catalogues) are for illustrative purposes only. Although we have made every effort to display the colours accurately, we cannot guarantee that a device’s display of the colours accurately reflects the colour of the products. The products you receive from us may vary slightly from those images.
3.2. Making sure your order is accurate. Please take time to check your order carefully before you submit it. You are responsible for ensuring that these are correct.
If you wish to make a change to the product you have ordered please contact us. We will let you know if the change is possible. If the change is possible we will let you know about any changes to the price of the product, the timing of supply or anything else which would be necessary as a result of your requested change and ask you to confirm whether you wish to go ahead with the change. We will not proceed with your order until we have your instructions. If you do not provide us with your instructions within a reasonable time of us asking for them, we may cancel the order.
5.1. Where to find the price for the product. The price of the product (which includes VAT) will be the price indicated on the order pages when you placed your order. We take all reasonable care to ensure that the price of the product advised to you is correct. However please see clause5.3 for what happens if we discover an error in the price of the product you order.
5.2. Bespoke products. The price of custom products will be agreed in advance with you before carrying out any work. The price will be finalized and outlined to you in our confirmation email.
5.3. What happens if we got the price wrong. It is always possible that, despite our best efforts, some of the products we sell may be incorrectly priced. We will normally check prices before accepting your order.
5.4. When you must pay and how you must pay. We accept payment by credit cards, bank cards, and bank transfer. You must pay for the products at the point you submit your order via our website.
6.1. Delivery costs. Delivery charges and timescales vary depending on the type of product ordered. The costs of delivery will be as displayed to you on our website during the product order process.
6.2. When we will provide the products. During the order process we will let you know when we estimate we will be able to deliver the products to you. Any dates for delivery contained in the confirmation email are approximate only. We will ensure that the products you have ordered from us are delivered to you without undue delay and unless agreed otherwise
6.3. We are not responsible for delays outside our control. If our supply of the products is delayed by an event outside our control (see clause16) then we will contact you as soon as possible to let you know and we will take steps to minimize the effect of the delay.
6.4. If you are not at site when the product is delivered. If no one is available at the designated delivery address to take delivery, we will attempt to contact you (using the details you have given us) to arrange re-delivery.
6.5. If you do not re-arrange delivery. If, after a failed delivery to you, you do not re-arrange delivery or collect them from a delivery depot we will contact you for further instructions and may charge you for storage costs and any further delivery costs.
6.6. Reviewing your order. You should check all products you receive against your order as soon as possible to make sure they reflect what you ordered and that they are not damaged. If you discover that the products do not reflect what you ordered, are damaged or are not as described you must tell us as soon as reasonably possible and no later than 30 days after discovering this, either by telephoning us, by email or by letter addressed to us at the address. We can then discuss with you the next steps to address your concerns.
6.7. When you become responsible for the products. The products will be your responsibility, and delivery will be considered complete, from the time we unload the product from the delivery vehicle at the delivery address you gave us for delivery.
7.1. If you are a consumer, in certain circumstances you have a legal right to cancel a contract during the period set out below. This means that if you change your mind or for any other reason and you decide you do not want to keep a product during the cancellation period, you can notify us of your decision to cancel the contract and receive a refund.
7.2. HOWEVER, THIS CANCELLATION RIGHT DOES NOT APPLY IN THE CASE OF:
7.2.1. Any products that are made to your specification and/or which are clearly personalized or custom made; and/or any products which become mixed inseparably with other items after their delivery to you.
7.3. To cancel a purchase order, you just need to let us know that you have decided to cancel. If you are emailing us or writing to us please include details of your order to help us to identify it. If you send us your cancellation notice by email, then your cancellation is effective from the date you send us the email.
7.4. Refund you the price of the products. Please note we are permitted by law to reduce your refund to reflect any reduction in the value of the goods, if this has been caused by your unnecessary handling of them in a way which would not be permitted in a shop or where the item has not just been checked, but used.
7.5. Refund any delivery costs you have paid in having the products delivered to you, although, as permitted by law, the maximum refund in respect of delivery costs you have paid will be the costs of delivery by the least expensive delivery method we offer.
7.6. If the products are delivered to you before you decide to cancel your contract:
7.6.1. You must return the products to us without undue delay in their original packaging and within no more than 14 days after the day on which you let us know that you wish to cancel the contract.
7.6.2. You will be responsible for the cost of returning the products to us and for ensuring that the products returned to us are not damaged while they are in your possession and/or in transit.
7.7. If you choose to return any products to us we will not be responsible for loss or damage to them in transit. We therefore recommend that these are returned to us using recorded delivery with a reputable delivery provider. If products and/or our original packaging materials are damaged or lost while they are in your control or in delivery we reserve the right to charge you, or not to refund any amounts due to you, that are attributable to the loss or damage.
8.1. You can only end the contract because you have a statutory right to cancel or if you have a good reason to do so and, if you have made any payment in advance we will refund you in full. For any products which have not been provided or have not been properly provided. The relevant reasons are:
8.1.1. Supply of the products is delayed for longer than the term agreed on because of an event outside our control; or
8.1.2. You have a legal right to end the contract because of something we have done wrong.
9.1. Tell us you want to end the contract. To end the contract with us please let us know by contacting us via e-mail at firstname.lastname@example.org or telephone at +961 1 891528
10.1. We may end the contract if you break it. We may end the contract at any time by writing to you by email or post to the email address or postal address you gave us during the order process if:
10.1.1. you do not make any payment to us when it is due and you still do not make payment within 7 days of us reminding you that payment is due;
10.1.2. You do not, within a reasonable time of us asking for it, provide us with instructions or information that is necessary for us to provide the products ordered.
10.1.3. We have identified a pricing error for the products; or
10.1.4. You do not, within a reasonable time, allow us to deliver the products to you.
10.2. You must compensate us if you break the contract. If we end the contract we will refund any money you have paid in advance for products we have not provided but we may deduct or charge you reasonable compensation for the net costs we will incur as a result of your breaking the contract (for example, if we have incurred delivery costs, storage costs, or manufacturing costs which we are unable to recover).
11.1. How to tell us about problems. If you have any questions or complaints about the product, please contact us via telephone at +961 1 891528 or write to us by email email@example.com.
12.1. We will not be liable or responsible for any failure to perform, or delay in performance of, any of our obligations under a contract that is caused by an event outside our control.
12.2. An event outside our control includes any act, event, non-happening, omission or accident outside our reasonable control and includes in particular (but without limitation) the following:
12.2.1. strikes, lock-outs or other industrial action;
12.2.2. Civil commotion, riot, invasion, terrorist attack or threat or risk of terrorist attack, war (whether declared or not) or threat or preparation for war;
12.2.3. Fire, explosion, storm, flood, earthquake, subsidence, epidemic or other natural disaster;
12.2.4. Impossibility of the use of shipping, aircraft, motor transport or other means of public or private transport;
12.2.5. Impossibility of the use of public or private telecommunications networks;
12.2.6. The acts, decrees, legislation, regulations or restrictions of any government;
12.2.7. Denial of service attacks or other types of cyber-attacks that are directed toward the infrastructure that supports the site and/or our computer systems;
12.2.8. Any failure or service outage that falls outside of our control.
12.3. Our performance under the contract is deemed to be suspended for the period that the event outside our control continues, and we will have an extension of time for performance for the duration of that period. We will endeavor to bring the event outside our control to a close or to find a solution by which our obligations under the contract may be performed despite the event outside our control.
12.4. If an event outside our control takes place that affects the performance of our obligations under the contract, we will contact you as soon as reasonably possible to notify you. If an event outside our control takes place that affect the performance of our obligations under a contract for a period of more than eight weeks, then you may cancel the contract and we will refund any sums you have paid to us in respect of the products that have been paid for, but not delivered, as soon as we are able to.
IMPORTANT NOTICE: THESE TERMS AND CONDITIONS OF SALE ARE FOR ALL PURCHASES OF PRODUCTS FROM ARCO ENVELOPES. IF YOU ARE PURCHASING GOODS AS A CONSUMER (I.E. NOT IN CONNECTION WITH YOUR BUSINESS, TRADE, CRAFT OR PROFESSION) PLEASE REFER TO OUR TERMS AND CONDITIONS OF SALE FOR CONSUMERS (Section A).
BASIS OF CONTRACT
The customer is responsible for ensuring that the terms of the order and any applicable specifications submitted by the customer are complete and accurate. The customer is also responsible for giving us all necessary information and/or instructions in respect of the goods or the supply/delivery of them to enable us to deliver the goods in accordance with these terms.
These terms apply to all contracts between us and the customer for the supply and sale by us to the customer of any goods, to the exclusion of any other terms or conditions that the customer seeks to impose or incorporate orally, under any purchase order, confirmation of order, specification or other document, or which are implied by trade, custom, practice or course of dealing.
The customer’s order constitutes an offer by the customer to purchase products from us in accordance with these terms.
The order shall only be deemed to be accepted when we issue a written acceptance of the order, at which point the contract shall come into existence. Nothing in these terms and conditions shall be construed as an obligation on us to accept a customer order.
Any samples, drawings, descriptive matter or advertising produced by us and any descriptions or illustrations contained in our catalogues or brochures are produced for the sole purpose of giving an approximate idea of the goods referred to in them. They shall not form part of the contract nor have any contractual force.
A quotation for goods given by us shall not constitute an offer. A quotation shall only be valid for a period of 20 business days from its date of issue.
We may, in our sole discretion, accept or reject any changes requested by the customer to the order. If we, in our sole discretion, accept the changes requested by the customer;
(i) we may, by giving notice to the customer, increase the price of the goods to reflect any increase in the cost of the goods that is due to any request by the customer to change the delivery date(s), quantities, or types of goods ordered, or the specification of the goods;(ii) the customer undertakes to pay the fair and reasonable costs and expenses we incur in the fulfilment of the customer’s order, up to the date on which we agreed to a change to the order.
Unless otherwise stated our quoted price is per one thousand envelopes.
The price quoted excludes VAT (unless otherwise stated) VAT and other taxes and duties on the goods will be those applying at the time of delivery.
All goods will be invoiced at the price ruling at date of dispatch unless a fixed price has been agreed in writing.
All delivery times quoted are estimates only.
If a paid delivery does not arrive you must inform us immediately, it is not acceptable to wait until the invoice is due for payment.
If we fail to deliver within a reasonable time, you may (by informing us in writing) cancel the contract.
You may not cancel if we receive your notice after the goods have been dispatched and if you cancel the contract, you can have no further claim against us under that contract.
If you accept delivery of the goods after the estimated delivery time, it will be on the basis that you have no claim against us for delay (including indirect or consequential loss, or increase in the price of the goods).
You agree to pay at the contract rate for the actual quantity delivered.
You shall inspect the goods immediately upon delivery and shall within five days from such inspection give notice in writing to the company of any damage, shortage or incorrect goods delivered. If you fail to give such notice the goods will be deemed to be correct and you will be bound to accept and pay for the goods accordingly.
DELIVERY AND CALL OFFS
We may decline to deliver if;
We believe that it would be unsafe, unlawful or unreasonably difficult to do so, or the premises (or access to them) are unsuitable for our vehicle or
You fail to pay us any money when due
You become insolvent
You fail to honor your obligations under these terms.
If you unreasonably refuse delivery we may charge you for the cost of the delivery and treat your refusal as cancelling the contract. If delivery does not take place, either on the contact date or not at all, because you are at fault or for reasons beyond our control, we may store and insure the goods at your expense. We may deliver the goods as soon as possible, but we have the right to sell them after a period of 14 day’s storage. We may, in any event recover our storage and insurance costs, either directly from you or from any proceeds of sale.
If you require storage or call off facilities or both, the goods will be invoiced to you when delivered or collected and our normal payments will apply.
If you fail to accept delivery of the goods then, except where such failure or delay is caused by a Force Majeure event or our failure to comply with our obligations under the contract, we shall store the goods until delivery takes place, and charge you for all related costs and expenses (including insurance) of storage.
If we store the goods we may make a monthly storage charge beginning two calendar months after the date of our original invoice and calculated at 1% of the invoice price of the goods for each month that the goods are not delivered or collected.
You are to pay us by credit card or cleared funds before delivery, unless you have an approved credit account.
If you fail to pay us in full on the due date we may suspend or cancel future deliveries
We may add a charge of $10 each time a check is returned or represented
If you have a credit account, we may withdraw it or reduce your credit limit or bring forward your due date for payment. We may do any of those at any time without notice.
We have the right to allocate any payments you make against sums you owe us in any way that we choose.
INSOLVENCY OF BUYER
While you owe money to us or if you become insolvent we have a right
To keep any property we may hold of yours until you have paid us in full (a lien) of stoppage in transport, and
At the end of 14 days from the day we tell you that we are exercising a lien, we have the right to dispose of the property as if beneficially entitled to it and to apply any proceeds of sale to any money you may owe us.
You are to indemnify us in full and hold us harmless from all expenses and liabilities we may incur (directly or indirectly and including finance costs and legal costs on a full indemnity basis) following any breach of your obligations under these terms.
QUERIES ON INVOICES
Any queries on invoices or proof of delivery requests must be made in writing within 5 days of receipt of invoice, it is not acceptable to have a query or request a proof of delivery when payment becomes due.
RETENTION OF TITLE
Legal title to the goods that we have supplied to the customer shall remain with us and shall not pass to the customer until:
(a) we receive payment in full (in cash or cleared funds) for the goods and any other goods that we have supplied to the customer in respect of which payment has become due, in which case title to the goods shall pass at the time of payment of all such sums;
(b) the customer resells the goods to a purchaser at arm’s length in the normal course of its business, in which case title to the goods shall pass to the customer immediately before the time at which resale by the customer occurs;
(c) The customer uses the goods in the normal course of its business, in which case title to the goods shall pass to the customer immediately before the time at which such use by the customer occurs;
(d) the issue of legal proceedings by us against the customer for recovery of payment for the goods in question, in which case title shall pass to the customer immediately before such proceedings are issued.
You must keep the goods in satisfactory condition and so that they are clearly identifiable as our property.
You must insure them (against the risks for which a prudent owner would insure them) and hold the policy on trust for us.
Until title to the goods has passed to you, you may use these goods and sell them in the ordinary course of your business, but not if:
(a) We revoke that right (by informing you in writing); or
(b) You become insolvent.
You must inform us (in writing) immediately if you become insolvent.
We may at any time before title to the goods passes to the customer, enter your premises to remove the goods or, at our request, deliver them up to us.
We have your permission to enter any premises where the goods may be stored at any time to inspect them.
The goods are at your risk from the time of delivery. Delivery takes place either:
(a) At our premises (if you are collecting them or arranging carriage); or
(b) At your premises (if we are arranging carriage).
You must inspect the goods on delivery. If any goods are damaged (or not delivered) you must inform us in writing within five working days of delivery.
You must give us (and any carrier) a fair chance to inspect the damaged goods. You must also supply us with samples of any damage or in the event of the goods being incorrect against what is outlined in the order confirmation.
It is your responsibility to ensure the goods are of the expected quality as specified before you print or convert them. We accept no liability for consequential loss, machine time claims or requests to return stock that has been printed or converted, if we have not be informed of an issue before you print or convert goods supplied.
We warrant that the goods:
(a) Comply with their description on our acknowledgement of order form; and
(b) Are free from material defect at the time (as long as you inspect the goods at time of delivery).
If you believe that we have delivered goods which are defective in materials or workmanship, you must:
(a) Inform us (in writing), with full details as soon as possible and no later than 14 days; and
(b) Allow us to investigate (we may need access to your premises and product samples)
If the goods are found to be defective in material or workmanship (following our investigation and you have complied with conditions above in full) we will replace the goods or refund the price.
To the fullest extent permitted by law, we shall not be liable whether in contract, in tort, (including for negligence or breach of statutory duty), misrepresentation (whether innocent or negligent), restitution or otherwise to the customer for any indirect, consequential or special loss, costs, damages, charges or expenses (including, without limitation, loss of profits or revenue, loss of business, loss of contracts and/or loss of reputation or goodwill) that arises under this contract; the goods or any part thereof (or any use made of them); and/or any other liability (including non-contractual) howsoever arising under any legal theory whatsoever arising out of or in connection with this contract. Our liability shall, all circumstances, be limited to and shall not exceed the price of the goods under the contract.
You must ensure that the goods ordered are fit for the purpose for which you intend to use them: We accept no return of printed stock. It is your responsibility to check the quality of stock before printing.
To the extent that the goods are manufactured to the customer’s specification, the customer warrants that the goods shall not contain any material that is defamatory, obscene, indecent, offensive, abusive, and liable to incite racial hatred, discriminatory, inflammatory, blasphemous or otherwise unlawful. The customer indemnifies us in respect of all claims, liabilities, costs, expenses (including legal and professional expenses), damages, penalties and/or losses (in each case including, but not limited to, any direct, indirect or consequential losses), suffered or incurred by us as a result of your breach of the foregoing warranty.
To the extent the products are manufactured to the customer’s specification, the customer indemnifies us against all claims, liabilities, costs, expenses (including legal and professional expenses), damages, penalties and/or losses (in each case including, but not limited to, any direct, indirect or consequential losses) suffered or incurred by us arising out of or in connection with any claim made or threatened against us for actual or alleged infringement of a third party’s intellectual property rights.
It is agreed that if, in respect of an order, we deliver up to and including 10% more or less than the quantity of products ordered, the customer shall not be entitled to reject the order, but a pro rata adjustment shall be made to the order invoice.
By supplying goods to you we do not waive any intellectual property rights (including any design rights) that we may have in respect of them.
We reserve the right to make without notice any minor modifications in our specifications, designs or materials as we deem necessary or desirable.
We reserve the right to make any changes in specifications, designs or materials of our goods that are necessary to ensure they conform to any applicable safety or other statutory requirements.
MATERIALS SUPPLIED BY CUSTOMER
Materials supplied by the customer need to be insured by the customer.
If, in our reasonable opinion, we believe the materials supplied by you for use in the manufacture of the products are unsuitable or not satisfactory/sufficient quality for use in the manufacture of the goods, we may notify you and ask you to confirm:
(a) Whether you wish to proceed using the materials you have provided on the understanding that the goods we provide to you may not be of satisfactory quality or fit for purpose; or
(b) Whether you wish to provide alternative materials in accordance with our recommendations.
We will not proceed without your instructions. If your instructions are not supplied within 5 business days, we may end the contract and return the customer materials to you at your cost.
After we have commenced production of the goods, to the extent that the printing and/or bespoke design services are defective as a result of the materials supplied by the customer being unsuitable or not of satisfactory/sufficient quality for use in the manufacture of the goods, we are not liable for those goods which are of unsatisfactory quality and/or not fit for purpose.
If materials supplied by the customer are found to be unsuitable or not of satisfactory/sufficient quality for use in the manufacture of the goods during the production process, then any costs incurred in converting or printing these materials (for example, machine set up costs and/or any bespoke tooling required), are to be reimbursed to us by customer.
Quantities of material supplied by the customer should be adequate to cover material spoilage or wastage incurred in the production process, we recommend you provide a minimum of 5% above the total quantity of products ordered will need to be supplied by the customer. For example, if you would like 1000 envelopes printed, you will need to provide 1050 envelopes to us.
We accept no liability for delivering fewer goods than you ordered in circumstances where the shortage in delivery arises as a direct result of your failure to provide at least the minimum recommended volume of customer materials.
We will accept the return of plain goods from you only by prior arrangement and authorization (in writing). We do not accept returns of any products that are made to your specification and/or which are clearly personalized or custom made; and/or any products which become mixed inseparably with other items after their delivery to you (i.e. such as after you have printed on them).. It is your responsibility to check the quality of stock before printing or using the goods. Returns must be made within 10 days of delivery.
On payment of an agreed handling charge (unless the goods were defective when delivered and you notified us in the correct manner) and agreed carriage charge; and
Where the goods are as fit for sale on their return as they were on delivery. Any goods that do not comply with this requirement will not be credited.
We will not accept the return of printed goods unless the goods were defective when delivered. We will not credit any goods that are returned outside of our returns policy
WAIVER AND VARIATIONS
Any waiver or variation of these terms is binding in honor only unless: Made (or recorded) in writing
Signed on behalf of each party; and
Expressly stating an intention to vary these terms.
All orders that you place with us will be on these terms (or any that we may issue to replace them). By placing an order with us, you are expressly waiving any printed terms you may have to the extent that they are inconsistent with our terms.
If we are unable to perform our obligations to you (or able to perform them only at an unreasonable cost) because of circumstances beyond our control, we may then cancel or suspend any of our obligations to you without liability.
Examples of those circumstance include, act of God, accident, war, strikes, governmental regulations or orders, national emergencies, lockouts, fire, flood, drought, tempest, explosion, transport delays and difficulty in obtaining supplies.
If you are more than one person (partner, shareholder or director) each of you has joint and several obligations under these terms.
If any of these terms are unenforceable as drafted
It will not affect the enforceability of any of these terms; and
If it would be enforceable if amended, it will be treated as so amended.
We may treat you as insolvent if you are unable to pay your debts as they fall due, or you (or any item of your property) become the subject of:
(a) Any formal insolvency procedure (examples of which include receivership, liquidation, administration, voluntary arrangement (including a moratorium) or bankruptcy);
(b) Any application or proposal for any formal insolvency procedure; or
(c) Any application, procedure or proposal overseas with similar effect or purpose.
All brochures, catalogues and other promotional materials are to be treated as illustrative only. Their contents form no part of any contract between us and you should not rely on them in entering into any contract with us. Any notice by either of us which is to be served under these terms may be served by leaving it at or by delivering it to (by first class post or by fax) the other’s registered office or principal place of business. All such notices must be signed.
The only statements upon which you may rely in making the contract with us, are those made in writing by someone who is our authorized representative and either:
(a) Contained in our estimate (or any covering letter) and not withdrawn before the contract is made; or
(b) Which expressly state that you may rely on them when entering into the contract. Nothing in these terms affects or limits our liability for fraudulent misrepresentation.