Terms & Conditions


CONDITIONS WHICH SHALL FORM PART OF AND GOVERN THE CONTRACT OF SALE. No terms or conditions stipulated, referred to or incorporated by any Buyer during negotiations or in his Order otherwise shall form part of such Contract of Sale and these Conditions shall override any such terms or conditions, unless otherwise expressly agreed in writing by us.


  1. Prices stated are subject to change, and the actual prices to be paid shall be the prices current for the goods at the date when the goods are despatched. When these are greater than the prices current at the date of the Order notification will be sent to the Buyer before the date the goods are despatched and the Buyer will have the right to cancel the order in respect of goods for which the price has been increased, provided he gives notice in writing of such cancellation to us within 7 days of the date of such notification.


  1. Payment shall be made net within 30 days from the date of the invoice, and such time for payment shall be the essence of the Contract. We understand and will exercise our Statutory Right to claim interest and compensation for debt recovery costs under the late Payment Legislation if we are not paid according to the agreed credit terms.


  1. Should any Buyer default any payment when due we reserve the right by written notice to that Buyer to cancel this and/or any other contract between that Buyer and ourselves or to suspend further deliveries of goods under this and/or any other contract between that Buyer and ourselves until payment in full shall have been made. Such rights shall be without prejudice to any other rights arising out of such default in payment on the part of the Buyer.


  1. Each instalment deliverable under this contract shall be deemed to be sold under a separate contract containing these conditions and on delivery or default and delay in delivery of any instalment shall not entitle the Buyer to cancel the balance of the order or to refuse to accept or to pay for the instalments remaining to be delivered.


  1. (a) The time at which the Buyer desires delivery to take place must be stated on the order or contract if not stated the goods shall be delivered as soon as they are ready. Time for delivery, whether expressly stated or not shall not be or be deemed to be of the essence of this contract.

    (b) If more than one delivery is involved, whether the contract be for instalment delivery or not, if default is made by the Buyer in refusing, neglecting or failing to accept delivery, we shall, at our option be entitled to treat the contract as repudiated by the Buyer and to claim damages accordingly or to invoice the balance remaining undelivered to the Buyer whereupon payment for such balance shall immediately become due from the Buyer.

    (c) Each delivery shall constitute a separate contract containing these conditions, and any delay, default failure or defect in any one delivery shall not affect the contract as to the remaining deliveries or entitle the Buyer to treat the contract repudiated by us.

    (d) Any delivery times quoted relate to the date from which the order/approved artwork is received at our office up to the date of despatch of the finished goods. The quoted days relate only to normal working days and exclude any public holiday/annual closure.


  1. (a) We do not accept any liability or responsibility for any loss or damage, whether direct or indirect or consequential or in whatsoever way arising which is or might be occasioned to the Buyer or to any purchaser from him or customer of his arising out of or in any way due to non-delivery or to any delay or default in delivery of any goods under the contract however caused.

    (b) when any particulars or instructions have to be supplied by the Buyer before the Seller can proceed with or complete the contract such particulars or instructions must be furnished within a reasonable time to enable the Seller to deliver the goods within the contract time.


  1. A shortage or surplus in any delivery charged pro-rata, not exceeding 10% will be considered due execution of the contract of made-to-order products.


  1. Unless otherwise stated, all special tools, sketches, printing blocks, cylinders etc. shall be charged extra. Any charges which may be made cover part cost only, the goods remaining our property.


  1. In the case of printed goods, alterations from the original copy on and after the first proof including alterations in style, will be charged extra. We will not accept any liability or responsibility for any errors in proofs which have been passed by the Buyer.


  1. The descriptions given to the goods is given by way of identification only, and the use of such description shall not constitute this contract a sale by description.


  1. Notwithstanding that a sample of the goods has or may have been exhibited to and inspected by the Buyer, it is hereby declared that such sample was so exhibited and inspected solely to enable the Buyer to judge for himself the quality of the bulk and not so as to constitute a sale by sample under this contract. The Buyer shall take and accept the goods at his own risk as to their corresponding with the said sample or as to their quality conditions or fitness or suitability for any purpose, whether known to us or not.


  1. Every condition, representation, statement or warranty whether statutory, common law or otherwise, or whether express or implied or implied as to the quality, merchantable quality, description, state or condition of the goods or their fitness or suitability for any purpose whatsoever, whether known to us or not, is hereby expressly excluded and the goods must be taken and by the Buyer with all faults, defects and imperfections.


  1. (a) Any complaints regarding the quality, description, state, condition or fitness for any purpose of the goods must be made in writing, and must be received by us within 28 days of the date of invoice, or within 3 months in the case of goods consigned to countries other than the United Kingdom. Our decision on all matters relating to such complaints shall be final and binding on the Buyer and we may, at our option, but without any obligation to do so, either replace any goods returned to us which we find to be faulty, or credit to the Buyer a reasonable sum not exceeding in any event the invoice value of the goods returned

    (b) No complaint will be entertained and we shall not in any circumstances whatsoever be liable to pay damages, costs or charges, whether direct or indirect consequential or howsoever else arising in respect of any goods which have been printed, processed, damaged, cut or in any way used by the Buyer, or any servant, agent or sub-contractor of his or by any sub-purchaser from him.

    (c) Complaints in respect of alleged faulty goods shall not be a ground for withholding payment by the Buyer of any sum due and payable by him, and shall not give any right of set-off against payments due from the Buyer to us.


  1. (a) In respect of goods delivered in Great Britain or Eire no liability will be accepted for damage or discrepancy whether arising during transit or otherwise, unless a claim in writing is received by us and the carriers, in the case of the goods conveyed by goods train, within 3 days from delivery and in the case of goods conveyed by passenger train or road transport, within 24 hours of delivery. In respect of goods delivered elsewhere, no liability will be accepted for any damage or discrepancy unless a claim in writing is notified to us within such time and in such manner as to enable a claim to be made against the insurers in accordance with the insurance policy relating to or effecting the goods in question.

    (b) The Buyer shall notify us within 14 days of receipt from us a delivery advice note and/or an invoice relating to any goods despatched by us to the Buyer in the event of such goods not being received by the Buyer, so as to enable a claim to be made against the Carriers and/or Insurers in accordance with their conditions the Buyer shall indemnity us and hold us harmless against any loss sustained by us as a result of our being unable to make a claim within the limits specified by the Carriers and/or Insurers because of the failure of the Buyer to notify us of non-delivery within the said 14 day period.


  1. The extent of our liability, if any, to the Buyer for any breach or default whatsoever or howsoever arising shall in no case exceed the invoice value of the goods, if any, actually returned by the Buyer to us, and we shall in no circumstances whatsoever be liable to the Buyer in respect of any loss or damage whether suffered by him or any customer of his and whether direct or indirect consequential or howsoever else arising.


  1. (a) Ownership in the goods shall remain with us until payment for them is made to us by the Buyer, provided, however, that the risk of any loss, damage to or deterioration of the goods from whatever the cause arising shall be borne by the Buyer from the time the goods are despatched from our premises to the Buyer or his nominee, and provided further that herein contained shall be deemed to relieve the Buyer from any liability to pay for the goods.

    (b) Buyers goods sent to us shall be deemed to be at Buyer’s risk at all times, except where at our request goods have been returned to us for inspection or otherwise, in which case they will be at our risk from actual receipt of the goods by us.

    (c) Should the Buyer cease trading or in the case of a Company enter into liquidation or have a Receiver appointed the Buyer hereby irrevocably authorises Zell-Em Ltd at any time whilst its invoices remain unpaid to enter the Buyer’s premises and to inspect those premises and the books and records of account or stock lists kept by the Buyer or its Liquidator or Receiver in order to identify and recover its goods supplied to the Buyer but for which payment has not been received, and this will be binding upon such Liquidator or Receiver.


  1. We accept no liability and shall be discharged of any liability in the event of non-delivery or delay or default in delivery due to causes beyond our control including without prejudice, to generality of the foregoing strikes, lock out, boycotts, war or warlike operations or precautions, military operations or manoeuvres, insurrection, not civil commotion, fire, explosion, accidents, acts of God, breakdown or stoppage of machinery, delays in transit, inability difficulty or delay in procuring raw materials, plant or labour, statutory or other legal prohibitions, restrictions or requirements acts regulations orders or requisitions, of any government or local or public or other authority or body or any other acts of any kind whatsoever whether similar to the foregoing or not, and no such non-delivery of default or delay in delivery shall entitle the Buyer to cancel any order or to refuse delivery.


  1. Any notice, letter or other document shall be deemed to have been received by the party for whom it is intended upon proof of posting only and shall be deemed to have been received by the party to whom it is sent at the time when it should, in the ordinary course of post, be delivered to the Addressee at his last known address.


  1. No forbearance, indulgence or relaxation on our part shown or granted to the Buyer or in enforcing any of these terms or conditions shall in any way affect, diminish, restrict or prejudice our rights or operate as or be deemed to be waiver of any breach of the terms and conditions of the part of the Buyer.


  1. (a) Except in the case of the Buyer domiciled or ordinary resident in Scotland or Ireland, all disputes of whatever kind arising out of or in connection with or in relation to this contract or the performance or non-performance of it or any liability thereunder shall be determined by the proper Courts of Law in England

    (b) This contract shall be governed by English Law.


  1. The Buyer shall hold us harmless against any expense or loss resulting from the infringement of patents, trade marks or copyrights arising from compliance with the Buyer’s designs or specifications or instructions. The Buyer shall be responsible and shall at his expense indemnify and defend us against liability for all claims founded upon the legal effect and use of any words, designs, or devices which the customer may order to be imprinted or placed on the goods not withstanding that we may have been consulted thereon and performed art work or other special services in connection therewith.


  1. No charge is made for any technical advice furnished and we assume no obligation or liability for the results obtained or conclusions reached, all such advice being accepted at the Buyer’s risk.


  1. In the event that the Buyer is owed money by Zell-Em Ltd the Buyer hereby agrees that at our option such monies may be offset against all and any monies owed by the Buyer to Zell-Em Ltd




A. If this contract is entered into at a price in any currency other than English sterling and may decline in the value of such currency as compared with English sterling takes place between the date when the contract is made and the date or dates upon which payments are due, whereby the amount receivable in sterling by the Seller is decreased by more than five per cent, the Buyer shall pay to the Seller in addition to the purchase price an amount equivalent to the amount by which such decrease exceeds five per cent.


B. The Seller shall be entitled by giving written notice to the Buyer to charge interest at the rate of one per cent per annum above the official Bank Rate ruling in the Buyer’s country on all overdue accounts, but such interest shall not be less than nine per cent per annum. The condition shall not operate so as to prevent or delay proceedings for the recovery of any account due and shall not interfere with any other rights the Seller might have.


C. Any certificate which may be rendered by us in insuring goods during transit and in shipping goods or in any way relating thereto, including the preparation of bills of lading and other documents, are rendered gratuitously and no liability whatsoever shall attach to us for any act, neglect or omission of us or of our agents or servants in connection therewith.


August 2020