Karluck Limited

1. General

1.1 These Terms and Conditions of Sale apply to goods and services supplied by Karluck Limited to customers purchasing in the course of business.

1.2 Karluck Limited supplies business customers only. These Terms and Conditions are not intended for consumer transactions.

1.3 Individual Customer Agreements Where Karluck Limited has agreed specific terms with an individual customer, including payment terms, pricing or other commercial arrangements, those agreed terms shall take precedence over these standard Terms and Conditions wherever there is a conflict, provided they have been confirmed in writing by Karluck Limited.

1.4 These Terms and Conditions shall apply to orders accepted by Karluck Limited where they have been properly incorporated into the contract.

1.5 Any variation to these Terms and Conditions must be expressly agreed by Karluck Limited in writing.

1.6 If any provision is found to be unlawful or unenforceable, the remaining provisions shall continue to apply so far as legally permissible.

2. Quotations and Order Acceptance

2.1 Quotations A quotation issued by Karluck Limited is an invitation to the customer to place an order and does not, by itself, constitute a binding agreement to supply goods or services.

2.2 Quotation Validity Quotations shall remain valid for the period specified on the individual quotation. Where no validity period is stated, prices shall be subject to confirmation by Karluck Limited before order acceptance.

2.3 Customer Orders By placing an order, the customer confirms that they have checked the products, descriptions, specifications, quantities, prices and any applicable delivery requirements. The customer is responsible for communicating any special requirements before the order is accepted.

2.4 Acceptance of Orders An order shall become binding when Karluck Limited communicates its acceptance to the customer, whether by written order confirmation or another clear communication of acceptance. Where Karluck Limited commences performance without issuing a separate acknowledgement, acceptance may also arise through its conduct in accordance with applicable contract law.

2.5 Right to Decline Orders Karluck Limited reserves the right to decline an order before acceptance, including where products are unavailable, prices require confirmation or the requested terms cannot be accommodated.

2.6 Changes Following Acceptance Once an order has been accepted, any amendment or cancellation shall be governed by Section 3 of these Terms and Conditions. The customer shall not be entitled to amend or cancel an accepted order without Karluck Limited's agreement.

2.7 Application of Terms and Conditions Karluck Limited's Terms and Conditions of Sale shall apply where they have been properly incorporated into the contract. Any individually agreed customer arrangements shall be governed by Clause 1.3. Where a customer proposes conflicting purchasing terms, their application shall require Karluck Limited's express written agreement, subject to applicable contract law.

3. Order Amendments and Cancellations

3.1 Once an order has been accepted by Karluck Limited, the customer may not amend or cancel that order without the prior agreement of Karluck Limited.

3.2 Requests to remove products, reduce quantities, substitute products or add alternative goods shall be treated as requests to amend the original order. Karluck Limited reserves the right to accept or decline such requests.

3.3 Where Karluck Limited has already purchased, ordered, reserved or otherwise committed to goods in fulfilment of an accepted order, the customer may be required to meet reasonable costs and losses directly arising from an agreed amendment or cancellation. These may include non-refundable supplier charges, return carriage, restocking charges and other demonstrable losses, taking account of costs reasonably avoided or recovered.

3.4 Where reasonably practicable, Karluck Limited will advise the customer of any applicable charges before agreeing to an amendment or cancellation.

3.5 Any accepted amendment may result in changes to the original price, product availability and agreed delivery arrangements. Such changes will be confirmed to the customer.

3.6 Goods specially ordered, manufactured, printed, personalised or sourced specifically for a customer may be subject to additional cancellation restrictions, as set out in Section 4.

3.7 Nothing in this section affects the customer's rights or remedies where Karluck Limited has failed to fulfil its contractual obligations.

3.8 Firm Purchases — No Sale on Approval All orders accepted by Karluck Limited constitute firm purchases. Goods are not supplied on approval, on trial, or on a sale-or-return basis. No customer shall be entitled to treat an accepted order as conditional upon their subsequent satisfaction with the goods unless Karluck Limited has expressly agreed otherwise in writing before accepting the order.

3.9 Opening or Damaging Packaging Customers must exercise reasonable care when examining goods following delivery. Where goods have been correctly supplied in accordance with the contract, the opening, removal, alteration or damage of original packaging shall not entitle the customer to reject the goods, cancel the purchase, or demand a refund solely because they subsequently decide that the goods are unsuitable or no longer required.

3.10 Returns of Opened or Unmerchantable Goods Karluck Limited shall have no obligation to accept discretionary returns of correctly supplied goods where the original packaging has been opened, damaged or discarded, or where the condition of the goods or packaging prevents their return to the original supplier or resale as new. Any exception shall be at Karluck Limited's discretion and must be expressly authorised.

3.11 Financial Responsibility Where a customer seeks to cancel or return correctly supplied goods for reasons unrelated to any breach of contract by Karluck Limited, the original purchase and payment obligations shall remain in force unless Karluck Limited agrees otherwise. Where Karluck Limited agrees to a discretionary return, any refund or credit may take account of reasonable, demonstrable losses arising from the condition of the returned goods, subject to the terms agreed for that return and applicable law.

3.12 Customer’s Statutory and Contractual Rights Nothing in these provisions shall restrict any right or remedy available to the customer where goods are defective, incorrectly supplied, misdescribed, or otherwise fail to comply with the contract or applicable law.

4. Special-Order and Personalised Goods

4.1 Special-Order Goods Goods specially sourced, ordered, manufactured or obtained by Karluck Limited specifically to fulfil a customer's requirements may be designated as special-order goods. Where reasonably practicable, Karluck Limited will advise the customer of any special-order restrictions before accepting the order.

4.2 Personalised and Custom-Made Goods Goods manufactured, printed, branded, engraved or otherwise customised to a customer's specifications shall be treated as personalised goods. Such goods may include printed stationery, certificates, calendars, branded products and other bespoke items.

4.3.1 Customer-Supplied Artwork Where a customer supplies artwork, designs, text, photographs, logos or other materials for printing or reproduction, the customer shall be responsible for ensuring that all such materials are accurate, complete, suitable for their intended purpose and approved for production.

4.3.2 Responsibility for Proofreading Karluck Limited does not undertake to proofread, edit, verify or check the accuracy of customer-supplied artwork unless expressly agreed in writing. The customer is responsible for checking all content, including spelling, grammar, names, dates, contact details, numbering, layout and other relevant specifications before submitting artwork for production.

4.3.3 Identification of Errors by Karluck Limited Where Karluck Limited identifies an apparent error in customer-supplied artwork and brings it to the customer's attention, this shall be regarded as a courtesy and shall not constitute an undertaking to examine the remaining artwork or identify every error. The customer shall remain responsible for reviewing and approving the complete artwork.

4.3.4 Final Proof Approval and Production Where a final proof is provided, the customer shall be responsible for examining and approving it before production begins. Approval of a final proof shall constitute confirmation that the customer has checked and accepted its content and specifications. Karluck Limited shall not be responsible for errors already present in customer-supplied or customer-approved artwork, insofar as those errors were not caused or introduced by Karluck Limited or its appointed suppliers. Nothing in this clause shall exclude liability for any failure by Karluck Limited to reproduce the agreed artwork or otherwise fulfil its contractual obligations, to the extent that such liability cannot lawfully be excluded.

4.3.5 Reproduction of Customer-Supplied Artwork Where Karluck Limited forwards customer-supplied artwork directly to a printer or other production supplier without making alterations, responsibility for the accuracy, completeness and content of that artwork shall remain with the customer. Karluck Limited shall not be responsible for errors already contained in the artwork supplied by the customer, provided the goods are produced in accordance with the agreed artwork and specifications. Karluck Limited shall remain responsible for its own contractual obligations, including any errors introduced by Karluck Limited or its appointed production suppliers, to the extent required by applicable law.

4.4 Amendments and Cancellations Following acceptance of an order for special-order or personalised goods, amendments or cancellations shall require Karluck Limited's agreement. Where procurement, manufacture or production has commenced, the customer may be responsible for reasonable costs and losses directly arising from an agreed amendment or cancellation, including committed supplier charges and production costs, taking account of amounts reasonably avoided or recovered.

4.5 Returns Correctly supplied special-order or personalised goods shall not be eligible for discretionary return, refund or exchange solely because the customer has changed their mind, no longer requires the goods or has subsequently changed their requirements. Any exception shall be at Karluck Limited's discretion.

4.6 Defective or Incorrect Goods Nothing in this section shall exclude or restrict any applicable right or remedy where goods are defective, incorrectly supplied, materially misdescribed or otherwise fail to comply with the agreed contract or applicable law.

5. Prices and VAT

5.1 Quoted Prices Unless otherwise stated, prices quoted by Karluck Limited are exclusive of Value Added Tax (VAT).

5.2 Quotation Validity Quotations shall remain valid for the period expressly specified on each quotation. Where no validity period is stated, prices shall be subject to confirmation by Karluck Limited before order acceptance.

5.3 Supplier Price Changes Where supplier prices, product costs or other relevant charges change before an order is accepted, Karluck Limited reserves the right to revise its quotation and notify the customer of the revised price. Once an order has been accepted, the agreed price shall remain applicable unless a subsequent variation is expressly agreed between Karluck Limited and the customer.

5.4 Customer-Specific Pricing Where individual prices, discounts or other pricing arrangements have been agreed with a customer, those arrangements shall apply in accordance with their agreed terms.

5.5 VAT VAT shall be charged at the applicable rate in accordance with prevailing UK VAT legislation. Where goods or services qualify for zero-rating or another VAT treatment, the relevant treatment shall be applied in accordance with applicable law.

5.6 Delivery and Additional Charges Delivery, carriage, installation, artwork preparation and other applicable charges shall be identified separately or included in the agreed quotation or order confirmation, as appropriate. No additional discretionary charges shall be imposed after order acceptance without the customer's agreement, except where otherwise lawfully provided for under the contract.

5.7 Pricing Errors Where an obvious pricing or clerical error is identified before order acceptance, Karluck Limited reserves the right to correct the error and provide a revised quotation. Where such an error is identified after order acceptance, the matter shall be addressed in accordance with applicable contract law and any agreement reached with the customer.

6. Payment Terms

6.1 Agreed Payment Terms Payment for goods and services supplied by Karluck Limited shall be made in accordance with the payment terms agreed with the individual customer. Any specific payment arrangements expressly agreed in writing by Karluck Limited shall take precedence over conflicting provisions of these standard Terms and Conditions.

6.2 Payment Due Dates All invoices must be paid in full by the agreed due date, as stated on the invoice or otherwise confirmed in writing. Where payment is required in advance, Karluck Limited shall not be obliged to procure, process or release goods until the required payment has been received, unless otherwise agreed.

6.3 Payment in Full Customers shall pay the full amount properly due, including applicable VAT and any agreed delivery or additional charges. Customers shall not make unauthorised deductions, set-offs or withhold undisputed amounts without Karluck Limited's agreement, subject to any rights that cannot lawfully be excluded.

6.4 Late Payment Where payment is not received by the agreed due date, Karluck Limited reserves the right to claim statutory interest, fixed compensation and reasonable debt recovery costs where recoverable under applicable legislation, including the Late Payment of Commercial Debts (Interest) Act 1998. Any applicable contractual arrangements concerning late-payment remedies shall be respected to the extent required by law.

6.5 Overdue Accounts Where a customer's account becomes overdue, Karluck Limited reserves the right, subject to applicable contractual obligations, to request immediate settlement of overdue amounts; suspend or withdraw further credit facilities; require payment in advance for subsequent orders; or suspend acceptance of new orders until satisfactory payment arrangements have been established.

6.6 Payment Disputes Where a customer disputes an invoice, the customer should notify Karluck Limited promptly, providing details of the disputed amount and the reasons for the dispute. Any undisputed amount shall remain payable in accordance with the agreed payment terms, subject to applicable law.

6.7 Changes to Credit Arrangements Karluck Limited may review a customer's credit facilities and payment arrangements from time to time. Any changes shall be communicated to the customer and shall apply to future orders unless otherwise expressly agreed. Existing contractual payment obligations shall not be retrospectively altered without agreement.

7. Delivery

7.1 Delivery Arrangements Goods shall be delivered to the address agreed between Karluck Limited and the customer. Delivery may be arranged directly by Karluck Limited, through an appointed carrier, or by a supplier acting on Karluck Limited's behalf.

7.2 Delivery Dates Delivery dates and times provided by Karluck Limited are estimates unless expressly confirmed as guaranteed delivery commitments. Karluck Limited will use reasonable endeavours to meet agreed delivery arrangements and will notify customers of material delays where reasonably practicable.

7.3 Guaranteed and Timed Deliveries Where a customer requests a guaranteed delivery date or a specific delivery service, including next-day, pre-noon or timed delivery, the applicable arrangements and additional charges must be agreed before the order is accepted. Where an expressly guaranteed delivery commitment is not met, Karluck Limited will address the matter in accordance with the agreed contract and applicable law.

7.4 Customer Responsibilities The customer shall ensure that accurate delivery details and reasonable access instructions are provided; suitable arrangements are made to receive the goods at the agreed delivery location; and special delivery requirements are communicated before the order is accepted.

7.5 Failed Deliveries Where a delivery fails because the customer has provided incorrect information, is unavailable to receive the goods, or fails to meet agreed delivery requirements, Karluck Limited reserves the right to recover reasonable additional delivery, storage or redelivery costs arising directly from that failure.

7.6 Delivery Delays Where delivery is delayed by circumstances beyond Karluck Limited's reasonable control, Karluck Limited will take reasonable steps to minimise the disruption and notify the customer where practicable. Any revised delivery arrangements will be communicated to the customer. Nothing in this clause excludes liability that cannot lawfully be excluded.

7.7 Delivery to Third Parties Where the customer instructs Karluck Limited to deliver goods to a third-party address, including another branch, workplace or designated recipient, delivery to that agreed location shall constitute delivery to the customer, provided the goods are delivered in accordance with the agreed instructions.

7.8 Risk of Loss or Damage Unless otherwise expressly agreed, the risk of accidental loss of or damage to goods shall pass to the customer upon delivery to the agreed delivery location and receipt by the customer or a person reasonably authorised to accept delivery on the customer's behalf. The passing of risk shall not, of itself, transfer ownership of goods or override Karluck Limited's retention-of-title provisions.

7.9 Shortages and Delivery Discrepancies Customers should inspect deliveries as soon as reasonably practicable and report shortages, visible damage or incorrect goods promptly. Such notifications will be considered in accordance with Section 8 of these Terms and Conditions. Nothing in this clause removes applicable rights or remedies for goods that do not conform to the contract.

8. Inspection, Shortages and Incorrect Goods

8.1 Examination on Delivery Customers are requested to examine goods as soon as reasonably practicable following delivery to establish whether the items and quantities supplied correspond with the accepted order and whether any damage is apparent.

8.2 Notification of Discrepancies Any apparent shortage, incorrect product, delivery damage or other discrepancy should be reported to Karluck Limited promptly, preferably within two working days of delivery. Where a discrepancy could not reasonably have been discovered during an initial examination, the customer should notify Karluck Limited promptly after discovering it.

8.3 Information Required When reporting a discrepancy, customers should provide sufficient information to enable Karluck Limited to investigate, including, where reasonably available, the order or invoice reference, affected product details and quantities, a description of the discrepancy, relevant delivery information, and photographs of the affected goods, original packaging and visible damage or discrepancy. Karluck Limited may request additional photographs or supporting information where reasonably necessary. The absence of photographs shall not automatically invalidate an otherwise legitimate claim.

8.4 Packaging and Evidence Where goods are reported as damaged, incorrect or incomplete, customers should retain the affected goods and original packaging, where reasonably practicable, until Karluck Limited has had a reasonable opportunity to investigate. Customers should not return goods without first contacting Karluck Limited for instructions, except where otherwise permitted by law.

8.5 Investigation and Resolution Karluck Limited will investigate reported discrepancies and, where it is responsible, provide an appropriate remedy in accordance with the contract and applicable law. Depending on the circumstances, this may include supplying missing items, replacing incorrect or damaged goods, arranging an authorised return, or issuing an appropriate credit.

8.6 Deliveries by Third-Party Suppliers or Carriers Where goods are delivered by a supplier or carrier acting on Karluck Limited's behalf, customers should report discrepancies directly to Karluck Limited. Karluck Limited will coordinate any necessary investigation with the supplier or carrier.

8.7 Correctly Supplied Goods Where goods have been supplied in accordance with the accepted order and applicable contractual requirements, a customer's subsequent change of mind shall not constitute a delivery discrepancy or provide an automatic entitlement to reject the goods, demand a refund or require their collection. Discretionary returns remain subject to Sections 3 and 9.

8.8 Customer Rights Nothing in this section shall exclude or restrict any rights or remedies available to the customer under the contract or applicable law. Failure to report a discrepancy within the preferred notification period shall not automatically extinguish any otherwise enforceable claim.

9. Returns

9.1 General Returns Policy Karluck Limited supplies goods to business customers on a firm-sale basis. Goods correctly supplied in accordance with an accepted order are not automatically eligible for return, refund or exchange solely because the customer has changed their mind, ordered an incorrect product or quantity, or no longer requires the goods.

9.2 Authorisation of Discretionary Returns Any request to return correctly supplied goods must be submitted to Karluck Limited for consideration. Acceptance of such returns shall be entirely at Karluck Limited's discretion and must be expressly authorised before the goods are returned. Authorisation of a return shall not automatically constitute agreement to a full refund or credit.

9.3 Opened or Damaged Packaging Karluck Limited will not normally accept discretionary returns of correctly supplied goods where original packaging has been opened, damaged, altered or discarded; goods have been used, assembled, installed or otherwise handled beyond what is reasonably necessary to establish their conformity with the contract; or the condition of goods or packaging prevents their return to the supplier or resale as new. Any exception shall require Karluck Limited's express agreement.

9.4 Special-Order and Personalised Goods Goods specially sourced, manufactured, printed, personalised or otherwise customised for a customer are not eligible for discretionary return solely because the customer changes their mind. Such goods remain subject to Section 4 of these Terms and Conditions.

9.5 Conditions of Authorised Returns Where Karluck Limited agrees to accept a discretionary return of correctly supplied goods, the customer shall comply with the return instructions provided. Unless otherwise expressly agreed, the customer shall be responsible for arranging and paying for the return of such goods. Goods must be returned unused, complete, in a resaleable condition and with their original packaging and accessories intact, unless Karluck Limited has expressly agreed otherwise.

9.6 Restocking, Carriage and Other Charges Discretionary returns may be subject to reasonable restocking, carriage, handling or supplier charges, together with demonstrable losses directly arising from the agreed return. Any applicable charges or deductions will be communicated to the customer before the return is agreed, where reasonably practicable.

9.7 Refunds and Credit Notes Where an authorised discretionary return is accepted, Karluck Limited will confirm the applicable refund or credit arrangements. Any agreed refund or credit shall take account of the conditions of the authorised return and any charges properly agreed with the customer.

9.8 Faulty, Damaged or Incorrectly Supplied Goods Where goods are alleged to be defective, damaged, incorrectly supplied, misdescribed or otherwise not in conformity with the contract, Karluck Limited will investigate the circumstances and provide an appropriate remedy in accordance with the contract and applicable law. Such returns shall not be treated as discretionary change-of-mind returns.

9.9 Preservation of Customer Rights Nothing in this section shall exclude or restrict any right or remedy that cannot lawfully be excluded under applicable legislation. The opening of packaging shall not, by itself, prevent a customer from pursuing a legitimate claim relating to goods that do not conform to the contract.

10. Retention of Title

10.1 Ownership of Goods Ownership of goods supplied by Karluck Limited shall remain with Karluck Limited until payment for those goods has been received in full in cleared funds.

10.2 Risk and Ownership The transfer of risk in goods shall be governed by Section 7 of these Terms and Conditions. The passing of risk to the customer upon delivery shall not, of itself, transfer ownership of goods for which payment remains outstanding.

10.3 Care of Unpaid Goods Until ownership passes to the customer, the customer shall take reasonable care of the goods and, where reasonably practicable, keep them identifiable as goods supplied by Karluck Limited.

10.4 Goods Remaining Unpaid Where payment is overdue, Karluck Limited may request information concerning the location and condition of identifiable unpaid goods and may seek their return where entitled to do so under the contract and applicable law. Any collection or recovery arrangements shall be agreed with the customer or pursued through appropriate lawful procedures.

10.5 Goods Resold, Used or Altered Where goods have been resold, consumed, incorporated into other products or otherwise ceased to be separately identifiable, Karluck Limited's rights shall be determined in accordance with the contract and applicable law. Nothing in this section shall be interpreted as creating an automatic right to recover goods from third parties or claim ownership of proceeds of resale.

10.6 Outstanding Payment Obligations The existence or exercise of retention-of-title rights shall not, of itself, release the customer from their outstanding payment obligations. Any amounts recovered or realised through lawful recovery of goods shall be accounted for appropriately when determining sums remaining due.

11. Liability

11.1 General Responsibility Karluck Limited shall exercise reasonable care and skill in performing its contractual obligations and shall remain responsible for goods and services supplied in accordance with applicable law.

11.2 Liability That Cannot Be Excluded Nothing in these Terms and Conditions shall exclude or restrict Karluck Limited's liability for death or personal injury caused by negligence; fraud or fraudulent misrepresentation; or breach of any obligation or liability that cannot lawfully be excluded or restricted.

11.3 Defective or Incorrectly Supplied Goods Where goods are defective, incorrectly supplied, materially misdescribed or otherwise fail to conform to the agreed contract, Karluck Limited shall provide an appropriate remedy in accordance with the contract and applicable law.

11.4 Customer-Supplied Specifications and Artwork Karluck Limited shall not be responsible for inaccuracies already contained in specifications, designs, artwork or other materials supplied or approved by the customer, provided the goods are supplied in accordance with those agreed materials and Karluck Limited has not otherwise breached its contractual obligations. This provision shall be read together with Section 4.

11.5 Indirect and Consequential Losses Subject to Clauses 11.2 and 11.7, Karluck Limited shall not be liable for indirect or consequential losses arising from a breach of contract, except to the extent that such liability cannot lawfully be excluded. Any additional exclusion concerning loss of profit, revenue or business interruption shall require express agreement and must satisfy applicable legal requirements.

11.6 Limitation of Financial Liability Subject to Clause 11.2 and applicable law, Karluck Limited's total aggregate liability arising out of or in connection with an individual order, whether in contract, tort (including negligence) or otherwise, shall not exceed 100% of the total value of that order, excluding VAT. This limitation shall apply only to liabilities that may lawfully and reasonably be restricted and shall not affect any liability that cannot lawfully be excluded or limited.

11.7 Statutory and Contractual Rights Nothing in this section shall exclude or restrict any applicable right or remedy to the extent that doing so would be unlawful or unreasonable under the Unfair Contract Terms Act 1977 or other applicable legislation.

11.8 Mitigation of Loss Each party shall take reasonable steps to minimise losses arising from any alleged breach of contract, where required by applicable law.

12. Governing Law and Jurisdiction

12.1 Governing Law These Terms and Conditions of Sale, and any contract between Karluck Limited and the customer arising from the supply of goods or services, shall be governed by and interpreted in accordance with the laws of England and Wales.

12.2 Jurisdiction Subject to any mandatory legal requirements, the courts of England and Wales shall have exclusive jurisdiction to determine disputes arising out of or in connection with these Terms and Conditions or the contracts to which they apply.

12.3 Resolution of Disputes Where a dispute arises, Karluck Limited and the customer shall endeavour to resolve the matter through reasonable communication and negotiation before commencing formal legal proceedings, where appropriate. Nothing in this clause shall prevent either party from taking legal action where reasonably necessary to protect its rights, recover outstanding debts or comply with applicable legal requirements.