Expand Digital Ltd t/a Embello (“the Company”)
These Terms and Conditions apply to all quotations, contracts, and sales by Expand Digital Ltd t/a Embello (“Embello”, “we”, “us”, or “our”). By placing an order with the Company, the customer (“you”, “your”, or “the Buyer”) accepts these Terms and Conditions in full, to the exclusion of any other terms put forward by you, whether oral, written, or implied.
1. General
1.1 These Terms and Conditions shall apply to all orders and supersede all others. Any variations must be agreed in writing by a director of the Company.
1.2 No other terms or conditions submitted by you, whether before or after placing an order, shall apply.
1.3 All orders are subject to acceptance by the Company.
2. Payment Terms
Approved Accounts
2.1 Payment shall be made in full within 30 days of the invoice date, unless otherwise agreed in writing.
2.2 Credit facilities are granted at the Company’s discretion, subject to satisfactory references and payment history.
New Accounts / Pro Forma
2.3 New customers are required to make full payment at the time of order placement.
2.4 Pro forma invoices are payable immediately. Orders will not proceed into production until cleared funds are received. Delays in payment may delay delivery, and the Company accepts no liability for any such delays.
3. Passing of Title and Risk
3.1 Risk in the goods shall pass to you upon delivery.
3.2 Title in the goods shall remain with the Company until full payment (including VAT, charges, and interest) is received.
3.3 Until payment is received in full, you must:
- Store goods separately and clearly marked as the Company’s property;
- Hold proceeds of any onward sale on trust for the Company;
- Permit the Company to enter your premises to recover goods if payment is not made.
4. Products and Descriptions
4.1 The Company reserves the right to alter product specifications or designs without notice.
4.2 While every effort is made to describe goods accurately, no warranty is given as to accuracy, colour matching, or suitability for purpose.
4.3 Product images are illustrative only; exact colours cannot be guaranteed due to manufacturing and screen variations.
5. Quotations and Contracts
5.1 Quotations are valid at the time of issue only and may be withdrawn or amended without notice.
5.2 Prices are subject to adjustment in the event of increases in costs, materials, labour, taxation, or duties.
5.3 Errors and omissions excepted.
6. Prices
6.1 All prices are exclusive of VAT at the prevailing rate, unless otherwise stated.
6.2 Prices quoted online or in catalogues are indicative only and subject to final artwork approval and specification.
6.3 Prices exclude setup charges, printing costs, carriage, handling, and any other additional costs, unless otherwise agreed.
6.4 The Company reserves the right to cancel or amend orders placed at incorrect prices.
7. Delivery and Lead Times
7.1 Delivery dates are estimates only. Time of delivery is not of the essence.
7.2 The Company shall not be liable for any loss or damage arising from late delivery.
7.3 Delivery will be charged at prevailing rates unless otherwise agreed.
7.4 Express or special delivery requests will incur additional charges.
7.5 Due to the bespoke nature of goods, delays in artwork approval, payment, or external factors may extend lead times.
8. Quantity Variations
8.1 The Company shall be deemed to have fulfilled its obligations if the quantity delivered is within ±10% of the quantity ordered. You shall be charged accordingly.
9. Claims
9.1 Claims for damage, shortage, or partial loss in transit must be notified in writing within 48 hours of delivery.
9.2 Claims for defects or quality issues must be notified within 5 days of receipt.
9.3 Failure to notify within these timeframes shall deem goods to be accepted as conforming.
9.4 Non-delivery must be reported within 48 hours of the expected delivery date.
10. Liability
10.1 The Company’s liability is strictly limited to the invoice value of the goods supplied.
10.2 The Company shall not be liable for consequential loss, indirect loss, or loss of profit.
10.3 Nothing in these Terms shall exclude liability for death or personal injury caused by negligence.
11. Cancellations and Charges
11.1 Orders may only be cancelled with the Company’s written consent.
11.2 Cancellation charges will apply, including but not limited to: artwork, administration, restocking, shipping, and production costs.
11.3 If cancellation occurs after artwork approval, a minimum fee of £49.95 (orders under £1,000) or 5% of order value (orders over £1,000) will apply.
11.4 All bespoke or personalised goods are non-cancellable and non-returnable once production has commenced.
11A. Cancellation Prior to Production and Artwork Approval
11A.1 Orders cancelled before production has commenced and prior to artwork approval will incur a cancellation fee of £99 for orders up to £1,000, or 5% of the total order value for orders exceeding £1,000, whichever is greater. This covers administration, artwork preparation, transaction processing, and any other costs incurred up to that stage.
11A.2 Where stock has been reserved or allocated to your order, a re-stocking fee of 10% of the order value will also apply.
11A.3 If cancellation is requested after a purchase order has been issued and accepted by the Company, the order shall be deemed legally binding and cancellation will be subject to the Company’s standard cancellation fees (as outlined in Clause 11), regardless of whether artwork has been approved.
11A.4 These cancellation charges apply equally to orders placed on both credit account and pro forma terms.
12. Restricted Products
12.1 For hygiene reasons, goods such as foodstuffs, liquids, drinkware, PPE, and workwear are non-returnable.
12.2 Returns are not accepted for bespoke or branded products, save for proven defects.
13. Outstanding Payments
13.1 Goods will not be dispatched where accounts are overdue.
13.2 Interest is charged on overdue balances at 5% above Bank of England base rate until cleared.
13.3 The Company reserves the right to recover legal and collection costs from the Buyer.
14. Artwork and Printing
14.1 Artwork must be approved in writing before production.
14.2 No liability is accepted for errors once artwork has been signed off by you.
14.3 Print position, colour, and sizing may vary within industry tolerances (up to 5mm deviation).
14.4 Unless otherwise agreed, printed merchandise should be hand-washed only.
15. Colour Variations
15.1 Exact colour matching cannot be guaranteed.
15.2 Variations in materials and processes may result in colour differences.
16. Returns
16.1 All branded or customised goods are non-returnable.
16.2 Returns of plain stock must be pre-authorised in writing and are subject to handling charges.
17. Force Majeure
17.1 The Company shall not be liable for delay or failure arising from events beyond its control, including but not limited to strikes, fire, flood, natural disasters, port congestion, customs delays, or supplier failure.
18. Overseas Deliveries and Customs
18.1 International orders may be subject to import duties, VAT, and customs charges payable by the Buyer.
18.2 The Company is not liable for customs delays or additional charges.
18.3 Where the Buyer uses its own carrier, responsibility for insurance and logistics lies solely with the Buyer.
19. Warranties
19.1 Products are supplied subject to manufacturers’ warranties where applicable.
19.2 No other warranty, express or implied, is given by the Company.
20. Order Acceptance
20.1 Publication of products on the Company’s website or catalogues does not constitute an offer to sell.
20.2 Orders are subject to acceptance by the Company.
20.3 The Company reserves the right to decline any order without explanation.
21. Buyer’s Own Stock
21.1 Where materials or goods are supplied by the Buyer for decoration or printing, they are provided at the Buyer’s sole risk.
21.2 The Company accepts no liability for loss, damage, or unsuitability of such items.
21.3 The Buyer must supply at least 5% additional stock to allow for spoilage in production.
22. Governing Law
22.1 These Terms shall be governed by and construed in accordance with the laws of England and Wales.
22.2 Any disputes shall be subject to the exclusive jurisdiction of the English courts.