Introduction
VennCard reserves the right to vary these terms and conditions from time to time. All reasonable endeavours will be used to ensure that out-of-date versions are removed from circulation, and VennCard will rely on and expect all customers to rely on the current terms and conditions, which are always available for inspection on request or by visiting - Terms and Conditions.
Orders
2.1
All orders are accepted subject to VennCard's terms and conditions of sale set out below ("Terms and Conditions"), which apply to and govern all contracts, quotations, sales, supplies, and deliveries of goods, materials, and other products ("Goods") by VennCard or its group of companies from time to time to any individual, firm, company, or other person ("Customer") and of all or any other conditions, warranties, or terms otherwise implied or expressed. Customers accessing and using the subscription services offered VennCard are subject to the Subscription Services Terms.
2.2
Following VennCard's receipt of Customer's order for Goods (“Order”), VennCard shall send to Customer a written confirmation of its acceptance of Customer's Order ("Order Confirmation Form"). VennCard's unqualified acceptance of Customer's order will occur only when VennCard receives approval from Customer of Order Confirmation Form ("Accepted Order"). All Accepted Orders will be governed solely by these Terms and Conditions. In the absence of an express agreement in writing, no variation of these Terms and Conditions and no oral stipulations or representations shall be binding on VennCard unless expressly agreed in writing and signed by a director of VennCard on its behalf.
2.3
No Accepted Order may be cancelled by the Customer except with the agreement in writing of VennCard and on terms that the Customer shall indemnify VennCard in full against all loss (including loss of profit), costs (including the cost of all labour and materials used), damages, charges, and expenses incurred by VennCard as a result of cancellation.
Specifications
3.1
In relation to each Accepted Order, VennCard shall, within a reasonable period of time, produce and deliver to Customer either a PDF proof or physical proof of the Customer's ordered Goods ("Proof Approval Form"). The Proof Approval Form shall be completed, approved, and submitted to VennCard within a reasonable period of time to allow VennCard to produce and deliver the Goods by the Delivery Date specified in the Order Confirmation Form. If Customer does not accept the Proof Approval Form within sufficient time, then the Delivery Date shall be automatically altered on a day-for-day basis to take into account Customer delay.
3.2
Customer shall be solely responsible for ensuring the accuracy of the copy supplied for typesetting.
3.3
VennCard shall use reasonable endeavours to ensure that all proofs are correct before they are delivered to Customer (either digitally via PDF or physically). Customer is solely responsible for reviewing all proofs for any errors in colours, print quality, data encoding, and/or omissions, and further, Customer acknowledges that its signed Proof Approval Form constitutes Customer's requirements in respect of the Goods in the Accepted Order.
Price of the Goods
4.1
All prices for the Goods together with setup costs are valid for up to 30 days from the date notified to Customer, after which time they may be altered by VennCard without notice to Customer.
4.2
Except as otherwise expressly stated, all prices are given by VennCard on an ex-works basis, and where VennCard agrees to deliver the Goods otherwise than at VennCard's premises, Customer shall be liable to pay VennCard's charges for transport, packaging, customs charges and insurance.
4.3
The setup cost may only be refundable to Customer where VennCard is unable to supply the Goods specified in the relevant Accepted Order to Customer prior to or on the Delivery Date' (subject always to the Customer delay provisions in clause 3.1 above) requested by Customer and confirmed by VennCard on the Order Acceptance Form.
4.4
Any amendments required by Customer following submission to VennCard of the signed Proof Approval Form are subject to an additional charge to that set out in the Order Confirmation Form.
4.5
Unless otherwise expressly stated, all prices are inclusive of any applicable value-added tax, which Customer shall be additionally liable to pay to VennCard (if applicable).
Terms of Payment
5.1
Unless otherwise agreed in writing, the Customer shall pay the price of the Goods and setup costs to VennCard on VennCard's receipt of each Order from Customer.
5.2
Receipts for payment will be issued only upon request
5.3
If Customer fails to make any payment on the appropriate due date, then, without limiting any other right or remedy available to VennCard, VennCard may:
5.4
Cancel the Accepted Order or suspend any further deliveries to Customer;
5.5
Appropriate any payment made by Customer to such of the Goods (or the goods supplied under any other contract between Customer and VennCard) as VennCard may think fit (notwithstanding any purported appropriation by Customer); and
5.6
Charge Customer interest (both before and after any judgment) on the amount unpaid, at the rate of 6% per annum, until payment in full is made.
Delivery
6.1
VennCard shall make all reasonable efforts to deliver the Goods within a reasonable time of receipt of Customer's signed Proof Approval Form, and time shall not be of the essence. Where Customer has requested a Delivery Date on any Order, VennCard shall use its reasonable endeavours to deliver the Goods (subject always to the Customer delay provisions set out in clause 3.1 above) within or on such date. If VennCard is unable to deliver the Goods on or before the Delivery Date, it shall, in its discretion, provide to Customer a refund of part of the payment Customer has paid to VennCard in respect to such Accepted Order at such date. Otherwise, VennCard shall not be bound to keep the Delivery Date and shall not be liable in any manner whatsoever to Customer for failure or delay whilst so prevented, hindered, or delayed.
6.2
Delivery of the Goods shall be made by Customer collecting the Goods at VennCard's premises at any time after VennCard has notified Customer that the Goods are ready for collection or, if some other place for delivery is agreed by VennCard, by VennCard delivering the Goods to that place. Where VennCard agrees to deliver the Goods otherwise than at VennCard's premises, VennCard shall be under no obligation under s32(2) of the Sale of Goods Act 1979.
6.3
Any dates quoted for delivery of the Goods are approximate only, and VennCard shall not be liable for any delay in delivery of the Goods however caused. Time for delivery shall not be of the essence of the Accepted Order unless previously agreed by VennCard in writing. The Goods may be delivered by VennCard in advance of the quoted delivery date on giving reasonable notice to the Customer.
6.4
Where the Goods are to be delivered in instalments, each delivery shall constitute a separate contract, and failure by VennCard to deliver any one or more of the instalments in accordance with these Terms and Conditions or any claim by Customer in respect of any one or more instalments shall not entitle Customer to treat the Accepted Order as a whole as repudiated.
6.5
If VennCard fails to deliver the Goods (or any instalment) for any reason other than any cause beyond VennCard's reasonable control or Customer's fault, and VennCard is accordingly liable to Customer, VennCard's liability shall be limited to the excess (if any) of the cost to Customer (in the cheapest available market) of similar goods to replace those not delivered over the price of the Goods.
6.6
If Customer fails to take delivery of the Goods or fails to give VennCard adequate delivery instructions at the time stated for delivery (otherwise than by reason of any cause beyond Customer's reasonable control or by reason of VennCard's fault), then, without limiting any other right or remedy available to VennCard, VennCard may:
6.6.1
Store the Goods until actual delivery and charge Customer for the reasonable costs (including insurance) of storage; or
6.6.2
Sell the Goods at the best price readily obtainable and (after deducting all reasonable storage and selling expenses) account to Customer for the excess over the price under the Accepted Order or charge Customer for any shortfall below the price under the Accepted Order.
Risk and Property
7.1
Risk of damage to or loss of the Goods shall pass to Customer:
7.1.1
In the case of Goods to be delivered at VennCard's premises, at the time when VennCard notifies Customer that the Goods are available for collection; or
7.1.2
In the case of Goods to be delivered otherwise than at VennCard's premises, at the time of delivery or, if Customer wrongfully fails to take delivery of the Goods, the time when VennCard has tendered delivery of the Goods.
7.2
Notwithstanding delivery and the passing of risk in the Goods, or any other provision of these Terms and Conditions, the property in the Goods shall not pass to Customer until VennCard has received in cash or cleared funds payment in full of the price of the Goods and all other goods agreed to be sold by VennCard to Customer for which payment is then due.
7.3
Until such time as the property in the Goods passes to Customer, Customer shall hold the Goods as VennCard's fiduciary agent and bailee, and shall keep the Goods separate from those of Customer and third parties and properly stored, protected, and identified as VennCard's property.
7.4
Until such time as the property in the Goods passes to Customer (and provided the Goods are still in existence), VennCard may at any time require Customer to deliver up the Goods to VennCard and, if Customer fails to do so forthwith, enter on any premises of Customer or any third party where the Goods are stored and repossess the Goods.
7.5
Customer shall not be entitled to pledge or in any way charge by way of security for any indebtedness any of the Goods which remain the property of VennCard, but if Customer does so, all moneys owing by Customer to VennCard shall (without limiting any other right or remedy of VennCard) forthwith become due and payable.
Warranties and Liability
8.1
Subject to the following provisions, VennCard warrants that the Goods will correspond with their specification at the time of delivery and will be free from defects in material and workmanship for a period of one year from the date of their initial use or one year from delivery, whichever is the first to expire.
8.2
The warranty set out at clause 8.1 above, is given by VennCard subject to the following conditions:
8.2.1
VennCard shall be under no liability where there is not an exact match in colour or texture between Customer's original colour photograph or transparency and the Goods;
8.2.2
VennCard shall be under no liability in respect of any defect in the Goods arising from any photographs, transparencies, drawings, designs, or specifications supplied by Customer;
8.2.3
VennCard shall be under no liability in respect of any defect arising from fair wear and tear, wilful damage, negligence, abnormal working conditions, failure to follow VennCard's instructions (whether oral or in writing), misuse, or alteration or repair of the Goods without VennCard's approval;
8.2.4
VennCard shall be under no liability under the warranty set out at clause 8.1 (or any other warranty, condition, or guarantee) if the total price for the Goods has not been paid by the due date for payment; and
8.2.5
the warranty set out at clause 8.1 does not extend to parts or materials not manufactured by VennCard, in respect of which Customer shall only be entitled to the benefit of any such warranty or guarantee as is given by the manufacturer to VennCard.
8.3
Subject as expressly provided in these Terms and Conditions, and except where the Goods are sold to a person dealing as a consumer (within the meaning of the Consumer Rights Act 2015), all warranties, conditions, or other terms implied by statute or common law are excluded to the fullest extent permitted by law.
8.4
Where the Goods are sold under a consumer transaction, the statutory rights of the Customer are not affected by these Terms and Conditions.
8.5
A claim by Customer which is based on any defect in the quality or condition of the Goods or their failure to correspond with specification shall (whether or not delivery is refused by Customer) be notified to VennCard within three days from the date of delivery or (where the defect or failure was not apparent on reasonable inspection) within a reasonable time after discovery of the defect or failure. If delivery is not refused, and Customer does not notify VennCard accordingly, Customer shall not be entitled to reject the Goods, and VennCard shall have no liability for such defect or failure, and Customer shall be bound to pay the price as if the Goods had been delivered in accordance with the Accepted Order and if the price of the Goods has already been paid by the Customer then VennCard shall not be obliged to offer any refund to the Customer.
8.6
Where a valid claim in respect of any of the Goods which is based on a defect in the quality or condition of the Goods or their failure to meet specification is notified to VennCard in accordance with these Terms and Conditions, VennCard may replace the Goods (or the part in question) free of charge or, at VennCard's sole discretion, refund to Customer the price of the Goods (or a proportionate part of the price), in which case VennCard shall have no further liability to Customer.
8.7
Except in respect of death or personal injury caused by VennCard's negligence, or liability for defective products under the Consumer Protection Act 1987, VennCard shall not be liable to Customer by reason of any representation (unless fraudulent), or any implied warranty, condition, or other term, or any duty at common law, or under the express terms of the Accepted Order, for loss of profit or for any indirect, special, or consequential loss or damage, costs, expenses, or other claims for compensation whatsoever (whether caused by the negligence of VennCard, its employees, or agents or otherwise) which arise out of or in connection with the supply of the Goods (including any delay in supplying or any failure to supply the Goods in accordance with the Accepted Order or at all) or their use by Customer, and the entire liability of VennCard under or in connection with the Accepted Order shall not exceed the price of the Goods, except as expressly provided in these Terms and Conditions.
8.8
1.1. VennCard shall not be liable to Customer or be deemed to be in breach of these Terms and Conditions by reason of any delay in performing, or any failure to perform, any of VennCard's obligations in relation to the Goods, if the delay or failure was due to any cause beyond VennCard's reasonable control. Without limiting the foregoing, the following shall be regarded as causes beyond VennCard's reasonable control:
8.8.1
act of God, explosion, flood, tempest, fire, or accident;
8.8.2
war or threat of war, sabotage, insurrection, civil disturbance, or requisition;
8.8.3
acts, restrictions, regulations, bye-laws, prohibitions, or measures of any kind on the part of any governmental, parliamentary, or local authority;
8.8.4
import or export regulations or embargoes;
8.8.5
strikes, lock-outs, or other industrial actions or trade disputes (whether involving employees of VennCard or of a third party);
8.8.6
difficulties in obtaining raw materials, labour, fuel, parts, or machinery;
8.8.7
power failure or breakdown in machinery.
Insolvency of Customer
9.1
This clause applies if:
9.1.1
Customer makes a voluntary arrangement with its creditors or (being an individual or firm) becomes bankrupt or (being a company) becomes subject to an administration order or goes into liquidation (otherwise than for the purposes of amalgamation or reconstruction); or
9.1.2
An encumbrancer takes possession, or a receiver is appointed, of any of the property or assets of Customer; or
9.1.3
Customer ceases, or threatens to cease, to carry on business; or
9.1.4
VennCard reasonably apprehends that any of the events mentioned above is about to occur in relation to Customer and notifies Customer accordingly.
9.2
If this clause applies, then, without limiting any other right or remedy available to VennCard, VennCard may cancel the Accepted Order or suspend any further deliveries under the Accepted Order without any liability to Customer, and if the Goods have been delivered but not paid for, the price shall become immediately due and payable notwithstanding any previous agreement or arrangement to the contrary.
General
10.1
VennCard shall not be required to produce any Goods which, in its opinion, are or may be:
10.1.1
detrimental to VennCard's business;
10.1.2
of an illegal nature; or
10.1.3
of a libellous nature.
10.2
A notice required or permitted to be given by either party to the other under these Terms and Conditions shall be in writing addressed to that other party at its registered office or principal place of business or in writing by email and sent to the email address of Customer provided in the Order or in the case of VennCard in writing by email and sent to legal@venncard.com.
10.3
No waiver by VennCard of any breach of the Terms and Conditions by Customer shall be considered as a waiver of any subsequent breach of the same or any other provision.
10.4
If any provision of these Terms and Conditions is held by a court or other competent authority to be invalid or unenforceable in whole or in part, the validity of the other provisions of these Terms and Conditions and the remainder of the provision in question shall not be affected.
10.5
These Terms and Conditions shall be governed by the laws of England, and Customer agrees to submit to the exclusive jurisdiction of the English courts.
Version: 1.0.0
Dated: 21st March 2025