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Terms & Conditions

Trading Name: Willsmer Wagg Ltd
Address: Unit 5, Thesiger Close, Worthing, West Sussex BN11 2RN
Telephone: 01903 233828
Email: sales@willsmerwagg.com
 

Standard Terms & Conditions of Sale 

1. Definitions

1.1 In these conditions the following terms shall have the following meanings. ‘Customer’

1.2 Means the customer of Willsmer Wagg Ltd. ‘Contract’

1.3 Means any contract for the sale of Goods by Willsmer Wagg Ltd to the Customer. ‘Goods’

1.4 Means any goods forming the subject of this contract . ‘Price’

1.5 Means the price as detailed on the Order Acknowledgement Form ‘Order’

1.6 Means any verbal orders which are confirmed in writing to Willsmer Wagg Ltd by means of a verbal order interpretation form, signed purchase orders and letters, whether sent by fax, post or e‐mail from the Customer.

 

2. Quotation

Quotations by Willsmer Wagg Ltd unless otherwise stated in them shall be open for acceptance within 28 days of the date of the quotation.

 

3. Existence of Contract

3.1. No Contract shall come into existence until the Order has been received by Willsmer Wagg Ltd.

3.2 These conditions shall be incorporated in the Contract to the exclusion of any terms or conditions stipulated or referred to by the Customer.

3.3 No variation or amendment of this Contract or oral promise or commitment related to it shall be valid unless committed to writing and signed by or on behalf of all parties.

3.4 Acceptance of delivery of the Goods shall be conclusive evidence of the Customers acceptance of these conditions.

 

4. Prices

4.1 The Price for the goods excludes carriage, VAT, and other taxes or duties, unless otherwise stated.

4.2 Willsmer Wagg Ltd shall have the right to adjust its prices for any increase in costs of any kind arising for any reason after the date of the Contract.

4.3 Price changes shall take effect on the date of service on the Customer of notice of the change.

4.4 All prices are subject to VAT (at the current rate) and carriage where applicable.

4.5 Prices quoted directly or via any Willsmer Wagg catalogue, website or media source are guides only.

4.6 All prices are subject to sight of final artwork

4.7 We reserve the right to re‐quote and adjust prices in the event of an error, changes in specifications or for any increase in costs of any kind arising for any reason after the date of the Contract.

4.8 Small Order Surcharge: Small orders under the value of £250.00 may be subject to an administrative surcharge of £25.00 – we will advise if applicable at point of order.

4.9 Sale Pricing & Promotional Offers: Discount offers, including on sale promotional products, may not be combined with any other offers. Promotional offers may not be combined with other sales, offers, custom quotations, or product requests beyond catalogue quantities and is not valid on past purchases. Free delivery offers are only available to 1 mainland UK address.

 

5. Goods

5.1 The Customer shall ensure that the Goods ordered are suitable for the Customer’s intended use.

5.2 If a sample of the Goods ordered is provided to the Customer by Willsmer Wagg Ltd and accepted by the Customer, Willsmer Wagg Ltd shall not be liable for any variations to the Customer’s specifications thereafter if the manufacture and process of the Goods has commenced.

5.3 The risk in any Goods supplied to the Customer by Willsmer Wagg Ltd shall remain with the Customer for the duration of the contract unless agreed in writing by Willsmer Wagg Ltd.

5.4 Willsmer Wagg Ltd reserves the right to charge for any additional work required to meet the Customers specification if in the opinion of any officers agents or employees of Willsmer Wagg Ltd the Customers specification would not achieve the required effect.

5.5 Willsmer Wagg Ltd may at its discretion suspend or terminate the supply of any Goods if the Customer fails to make any payment when and as due or otherwise defaults in any of its obligations under the Contract or becomes insolvent, has an administrative receiver appointed of its business or is compulsorily or voluntarily wound up or Willsmer Wagg Ltd bona fide believes that any of those events may occur, and in case of termination may forfeit any deposit paid.

5.6 If the Goods are manufactured in accordance with any design or specification provided or made by the Customer, the Customer shall compensate Willsmer Wagg Ltd in full on demand for all claims, expenses and liabilities of any nature in connection with them, including any claim, whether actual or alleged, that the design or specification infringes the rights of any third party.

5.7 Except for any which is expressly agreed to be included in the Goods all tools, patterns, materials, drawings, specifications and other data provided by Willsmer Wagg Ltd shall remain its property and all technical information, patentable or unpatentable, copyright and registered designs arising from the execution of any orders shall become the property of Willsmer Wagg Ltd.

 

6. Artwork / Colours / Product Specification

6.1 Artwork: If the Customer is unable to provide suitable artwork, Willsmer Wagg Ltd can provide an artwork re‐draw service for a nominal fee and in some cases free of charge. Applicable fees are based on complexity and/or time involved. If artwork is re‐drawn by Willsmer Wagg or supplied by you the Customer, we reserve the right to charge for each additional edit to artwork outside the scope of the agreed parameters.

6.2 Visual Proofs (Artwork for Approval): Visual proofs are a guide ONLY which are meant to demonstrate location and size of branding. An order will not proceed to production until a visual proof/ (Artwork for Approval) has been signed off, together with acceptance of these terms and conditions.

6.3 Colour/Pantone Reproduction: Whilst Willsmer Wagg Ltd shall make every effort to match print colours to the Customer’s requirements; no liability is accepted by Willsmer Wagg Ltd for colour variations within normally expected commercial tolerances. Due to the variety of materials and the branding processes utilised, we cannot guarantee to exactly match pantone/colour references (provided by you the Customer) for products that are manufactured and/or branded. Whilst every effort is made to match as closely as possible to these pantone/colour references, we cannot be held liable for inconsistencies, loss or further costs that may arise.

6.4 Product Specification: We reserve the right to alter any product specification without prior notice. Whilst every effort is made to describe items accurately in all forms of media and communication, we do not accept responsibility for any errors or mis‐descriptions resulting in a loss. Nor do we accept liability for any item withdrawn or altered by a manufacturer after you have received a quote and/or placed and order.

 

7. Manufacturing Tolerances (Overs / Unders)

Willsmer Wagg makes every attempt to ship exact quantities. However due to manufacturing tolerances, post‐production quality control efforts and the nature of the custom production process, there is the potential for up to 10% over/under runs. We reserve the right to supply within +/‐ 10% of the agreed quantity of goods ordered, which will be charged for pro‐rata. The Price invoiced is calculated in respect of the quantity of Goods actually delivered irrespective of the quantity in respect of which any quotation or Order Acknowledgement was issued.

 

8. Payment

8.1 Credit Policy for Approved / Existing Customers: Payment will be made in full strictly within 30 days of invoice date.

8.2 Credit Policy for New Customers: First Order: All new Customer accounts will be required to settle 100% pro‐forma invoice on placement of order before production will commence. Second Order: All new Customer accounts will be required to settle 50% pro‐forma invoice on placement of order before production will commence, with balance of payment to be made after delivery – due in full strictly within 30 days of invoice date. Thereafter, subject to credit checks and approval, we can offer a 30 day credit account

8.3 Credit Limit: Each Customer will be subject to a maximum credit limit ‐ credit available is subject to credit checks and account performance. Please contact us for individual Customer credit limits. Any order to a value over the credit limit will be subject to a part pro‐forma payment before production can commence.

8.4 All invoices are payable in pounds sterling and in no circumstances shall the Customer be entitled to make any deduction or withhold payment for any reason at all.

8.5 Without prejudice to any other rights of Willsmer Wagg Ltd if the Customer fails to pay the invoice price by the due date the Customer shall pay interest on any overdue amount from the date of which payment was due to the date of actual payment (whether before or after judgement) on a daily basis at a rate of 4% p.a. over the base rate from time to time quoted by Natwest Bank plc and reimburse to Willsmer Wagg Ltd all costs and expenses (including legal costs) incurred in the collection of any overdue amount.

8.6 Methods: We accept BACS or cheque payments. In the event a cheque returned as rejected by the processor, we reserve the right to charge an administration fee of £15.00 and pass on any additional costs incurred by us.

 

9. Title

9.1 Notwithstanding the passing of risk, title in the Goods shall remain with Willsmer Wagg Ltd and shall not pass to the Customer until the amount due under the invoice for them (including interest and costs) has been paid in full.

9.2 Until title passes the Customer shall hold the Goods as bailee for Willsmer Wagg Ltd and shall store or mark them so that they can at all times be identified as the property of Willsmer Wagg Ltd.

9.3 Willsmer Wagg Ltd may at any time before title passes and without any liability to the Customer:

  • Repossess and use or sell all or any of the Goods and by doing so terminate the Customer’s right to use, sell or otherwise deal in them;
  • And for that purpose (or determining what if any Goods are held by the Customer and inspecting them) enter any premises of or occupied by the Customer.

9.4 Until title passes the entire proceeds of sale of the Goods shall be held in trust for Willsmer Wagg Ltd and shall be held in a separate designated account and not mingled with other moneys or paid into any overdrawn bank account and shall be at all times identifiable as Willsmer Wagg Ltd’s money.

9.5 Willsmer Wagg Ltd may maintain an action for the price of any Goods notwithstanding that title in them has not passed to the Customer.

 

10. Risk, Delivery And Performance

10.1 The Goods are delivered to the Customer when Willsmer Wagg Ltd makes them available to the Customer or any agent of the Customer or any carrier (who shall be the Customer’s agent whoever pays its charges) at Willsmer Wagg Ltd’s premises or other delivery point agreed by Willsmer Wagg Ltd.

10.2 Risk in the Goods passes when they are delivered in accordance with clause 10.1. 10.3.Willsmer Wagg Ltd may at its discretion deliver the Goods by instalments in any sequence.

10.3 Where the Goods are delivered by instalments, no default or failure by Willsmer Wagg Ltd in respect of any one or more instalments shall vitiate the Contract in respect of the Goods previously delivered or undelivered Goods.

10.4 If the Customer fails:

  • to take delivery of the Goods or any part of them on the due date; and
  • to provide any instructions or documents required to enable the Goods to be delivered on the due date,

10.5 Willsmer Wagg Ltd may on giving written notice to the Customer store or arrange for the storage of the Goods, and on the service of the notice:

  • Risk in the Goods shall pass to the Customer;
  • Delivery of the Goods shall be deemed to have taken place; and the Customer shall pay to Willsmer Wagg Ltd all costs and expenses including storage, any redelivery and insurance charges arising from its failure. 10.

10.6 Willsmer Wagg Ltd shall not be liable for any penalty, loss, injury, damage or expense arising from any delay or failure in delivery or performance from any cause at all nor shall any such delay or failure entitle the Customer to refuse to accept any delivery or performance of or repudiate the Contract.

10.7 Delivery Date & Lead Times: Every effort will be made to deliver the correct goods on time. Any delivery date or lead‐time specified is a best estimate ONLY and cannot be guaranteed, even where an express/special delivery request has been submitted and/or paid for. Lead times will commence from written approval of the visual proof/artwork, and receipt of pro‐forma payment where applicable. No liability is accepted for any loss arising from delay and/or error in the delivery of the goods. Carriage costs are based on a single delivery to a UK mainland address unless agreed otherwise. In the event a delivery is rejected or we are given incorrect contact/address details, we reserve the right to charge for a re‐ delivery if applicable.

 

11. Claims Notification

11.1 Any claim for non‐delivery of the Goods shall be notified in writing by the Customer or the Customer’s Agent to Willsmer Wagg Ltd within 72 hours of receipt by the Customer or Customer’s Agent of notification of despatch of the Goods.

11.2 Any claim that any Goods have been delivered damaged, are not of the correct quantity or do not comply with their description shall be notified by the Customer to Willsmer Wagg Ltd within 72 hours of their delivery provided that the Customer endorses the carriers delivery note with details thereof.

11.3 Any alleged defect shall be notified by the Customer to Willsmer Wagg Ltd within 72 hours of the delivery of the Goods or in the case of any defect which is not reasonably apparent on inspection within seven days of the defect coming to the Customer’s attention.

11.4 Any claim under this condition must be in writing and must contain full details of the claim including the part numbers of any allegedly defective Goods.

11.5 Willsmer Wagg Ltd shall be afforded reasonable opportunity and facilities to investigate any claims made under this condition and the Customer shall, if so requested in writing by Willsmer Wagg Ltd, promptly return any Goods the subject of any claim and any packing materials securely packed and carriage paid to Willsmer Wagg Ltd for examination.

11.6 Willsmer Wagg Ltd shall have no liability with regard to any claim in respect of which the Customer has not complied with the claims procedures in these conditions.

 

12. Scope Of Contract

Under no circumstances shall Willsmer Wagg Ltd have any liability of whatever kind for:

12.1 Any defects resulting from wear and tear, accident, improper use by the Customer or use by the Customer except in accordance with the instructions or advice of Willsmer Wagg Ltd or the manufacturer of any Goods or neglect or from any instructions or materials provided by the Customer;

12.2 Any Goods which have been adjusted, modified or repaired.

12.3 The suitability of any Goods for any particular purpose or use under specific conditions whether or not the purpose or conditions were known or communicated to Willsmer Wagg Ltd;

12.4 Any substitution by Willsmer Wagg Ltd of any materials or components not forming part of any specification of the Goods agreed in writing by Willsmer Wagg Ltd;

12.5 Any descriptions, illustrations, specifications, figures as to performance, drawings and particulars of weights and dimensions submitted by Willsmer Wagg Ltd contained in Willsmer Wagg Ltd’s catalogues, price lists or elsewhere are merely intended to represent a general idea of the Goods and not to form part of the Contract or be treated as representations or a portfolio of Willsmer Wagg Ltd’s work;

12.6 Any technical information, recommendations, statements or advice furnished by Willsmer Wagg Ltd, its servants or agents not given in writing in response to a specific written request from the Customer before the Contract is made; or

12.7 Any variations in the quantities or dimensions of any Goods or changes of their specifications or substitution of any materials or components, if the variation or substitution does not materially affect the characteristics of the Goods, and the substituted materials or components are of a quality equal or superior to those originally specified.

 

13. Extent Of Liability

13.1 Willsmer Wagg Ltd shall have no liability to the Customer for any loss or damage of any nature arising from any breach of any express or implied warranty or condition of the Contract or any negligence, breach of statutory or other duty on the part of Willsmer Wagg Ltd or in any other way out of or in connection with the performance or purported performance of or failure to perform the Contract except:

  • For death or personal injury resulting from Willsmer Wagg Ltd’s negligence; and
  • As expressly stated in these conditions

13.2 If the Customer establishes that any Goods have not been delivered, have been delivered damaged or do not comply with their description Willsmer Wagg Ltd shall, at its option, replace with similar goods any Goods which are missing, lost or damaged or do not comply with their description, allow the Customer credit for their invoice value or repair any damaged Goods.

13.3 If the Customer establishes that any Goods are defective Willsmer Wagg Ltd shall, as its option, replace with similar goods or repair any defective Goods, allow the Customer credit for their invoice value or to the extent that the Goods are not of Willsmer Wagg Ltd’s manufacture, assign to the Customer (so far as Willsmer Wagg Ltd is able to do so) any warranties given by the manufacturer of the Goods to Willsmer Wagg Ltd.

13.4 The delivery of any repaired or replacement Goods shall be at Willsmer Wagg Ltd’s premises or other delivery point specified for the original Goods.

13.5 Where Willsmer Wagg Ltd is liable in accordance with this condition in respect of only some or part of the Goods the Contract shall remain in full force and effect in respect of the other or other parts of the Goods and no set‐off or other claim shall be made by the Customer against or in respect of such other or other parts of the Goods.

13.6 No claim against Willsmer Wagg Ltd shall be entertained for any defect arising from any design or specification provided or made by the Customer or if any adjustments, alterations or other work has been done to the Goods by any person except Willsmer Wagg Ltd.

13.7 Willsmer Wagg Ltd shall not be liable where any Goods, the Price of which does not include carriage, are lost or damaged in transit and all claims by the Customer shall be made against the carrier. Replacements for such lost or damaged Goods will, if available, be supplied by Willsmer Wagg Ltd at the prices ruling at the date of despatch.

13.8 In no circumstances shall the liability of Willsmer Wagg Ltd to the Customer under this condition exceed the invoice value of the Goods.

13.9 Willsmer Wagg Ltd shall not be liable for the acts or omissions of any third parties to the Contract.

 

14. General

14.1 Willsmer Wagg Ltd may sub‐contract the performance of the Contract in whole or in part.

14.2 The Customer shall not assign or sub‐let this contract in whole or in part.

14.3 Willsmer Wagg Ltd shall have a lien on all the Customer’s property in Willsmer Wagg Ltd’s possession for all amounts due at any time from the Customer and may use, sell or dispose of that property as agent for and at the expense of the Customer and apply the proceeds in and towards the payment of such amounts on 28 days’ notice in writing in the Customer. On accounting to the Customer for any balance remaining after payment of any amounts due to Willsmer Wagg Ltd and the costs of sale or disposal Willsmer Wagg Ltd shall be discharged of any liability in respect of the Customer’s property.

 

15. Confidentiality and Privacy Policy

15.1 The Customer shall not at any time whether before or after the termination of the Contract divulge or use any unpublished technical information deriving from Willsmer Wagg Ltd or any other confidential information in relation to Willsmer Wagg Ltd’s affairs or business or method of carrying on business.

15.2 Privacy Policy: To protect the privacy of all existing and prospective Customers, all personal information about individual users (name, address, E‐mail address, telephone numbers) is strictly confidential and will under no circumstances be passed on, lent or sold to third parties.

 

16. Cancellation

16.1 We cannot accept cancellations for orders that have proceeded to production or print (and/or other branding methods). Orders for Goods will be charged in full unless written notice of cancellation is received before artwork approval and before the production process has begun.

16.2 Orders for plain stock items may be cancelled by written notice at any time before the Goods are allocated to the Contract / prepared for despatch, but if a cancellation notice is received after the Goods have been allocated to the Contract / prepared for despatch then the Customer shall be charged in full.

16.3 Any orders in respect of which an Order Acknowledgement is issued which is cancelled in accordance with clause

16.4 Are subject to a minimum administration charge of £50.00.

16.5 Willsmer Wagg Ltd reserves the right to cancel any orders in respect of which the Specification provided by the Customer would not in the opinion of any officers, agents or employees of Willsmer Wagg Ltd result in the required effect at the cost set out in the Order Acknowledgement at any time prior to the commencement of manufacture and process of the Goods.

16.6 Cancelled orders that have not proceeded to production or print (and/or other branding methods), may incur a cancellation charge of £25.00, in addition to applicable charges incurred by us up to the date of written cancellation. e.g. artwork re‐draws, origination, restocking and carriage fees. We can advise of any charges at point of cancellation.

16.7 Cancelled orders must be received by us in writing by the person that authorised the order.

 

17. Force Majeure

Willsmer Wagg Ltd shall not be liable for any failure in the performance of any of its obligations under this Contract caused by factors outside it’s control.

 

18. Law and Jurisdiction

This Contract shall be governed by English law and the Customer consents to the exclusive jurisdiction of the English courts in all matters regarding it.

 

19. Notices

19.1. Any notice given under this deed shall be in writing and may be served:

  • personally;
  • by registered or recorded delivery mail;
  • by e‐mail or facsimile transmission (the latter confirmed by post); or
  • by any other means which any party specifies by notice to the others. 19.2. Each party’s address for the service of notice shall be the address specified on the Order Acknowledgement or such other address as is specified by notice to the others.

19.2. A notice shall be deemed to have been served:

  • If it was served in person, at the time of service
  • if it was served by post, 48 hours after it was posted; and
  • if it was served by e‐mail or facsimile transmission, at the time of transmission

 

20. Disclosures/Copyrights

All content on www.willsmerwagg.com is the property of Willsmer Wagg or its content suppliers and is protected by UK and international copyright laws. The specific organisation and arrangement of all content on these websites is the exclusive property of Willsmer Wagg Ltd and is protected by UK and international copyright laws. Any modification, duplication or distribution of the content of the site is strictly prohibited. Any violation of the laws will be subject to legal proceedings.

 

21. Disclaimer

Willsmer Wagg Ltd makes no representations or warranties of any kind, express or implied, as to the operation of their websites or product information. To the full extent permissible by law Willsmer Wagg Ltd disclaims all warranties, express or implied, regarding merchantability and fitness for a particular use. Willsmer Wagg Ltd will not be liable for any damages due to misuse of their websites, including but not limited to direct, indirect, incidental, punitive or consequential damages. All products displaying names or trademarks are not necessarily indicative of supply or endorsement by us or the owner of the trademark, but merely representative of what can be achieved with printed and/or other types of branded promotional products.

 

22. Applicable Law

www.willsmerwagg.com  is created and controlled by Willsmer Wagg Ltd. We reserve the right to make changes to the sites, contents and disclaimers, policies, or terms and conditions at any time without prior notice.

 

Terms and Conditions of website usage

If you continue to browse and use this website you are agreeing to comply with and be bound by the following terms and conditions of use, which together with our privacy policy govern Willsmer Wagg Ltd's relationship with you in relation to this website.

The term "Willsmer Wagg Ltd" or "us" or "we" refers to the owner of the website whose registered office is Unit 5, Thesiger Close, Worthing, West Sussex BN11 2RN. The term "you" refers to the user or viewer of our website.

The use of this website is subject to the following terms of use:

- The content of the pages of this website is for your general information and use only. It is subject to change without notice.

- Neither we nor any third parties provide any warranty or guarantee as to the accuracy, timeliness, performance, completeness or suitability of the information and materials found or offered on this website for any particular purpose. You acknowledge that such information and materials may contain inaccuracies or errors and we expressly exclude liability for any such inaccuracies or errors to the fullest extent permitted by law.

- Your use of any information or materials on this website is entirely at your own risk, for which we shall not be liable. It shall be your own responsibility to ensure that any products, services or information available through this website meet your specific requirements.

- This website contains material which is owned by or licensed to us. This material includes, but is not limited to, the design, layout, look, appearance and graphics. Reproduction is prohibited other than in accordance with the copyright notice, which forms part of these terms and conditions.

- All trademarks reproduced in this website, which are not the property of, or licensed to the operator, are acknowledged on the website.

- Unauthorised use of this website may give rise to a claim for damages and/or be a criminal offence.

- From time to time this website may also include links to other websites. These links are provided for your convenience to provide further information. They do not signify that we endorse the website(s). We have no responsibility for the content of the linked website(s).

- You may not create a link to this website from another website or document without Willsmer Wagg Ltd's prior written consent.

- Your use of this website and any dispute arising out of such use of the website is subject to the laws of England and Wales.

 

Terms and Conditions of quotation

-Lead Time: From receipt of order & following artwork approval (this is subject to stock @ time of ordering).

- Please place orders early to avoid disappointment. As a guide please allow an extra 3-5 working days for the artwork approval process and delivery transit time.

- All prices quoted are exclusive of carriage and VAT unless otherwise stated.

- Willsmer Wagg Ltd would like to advise customers that all suppliers for electrical items have declared they are RoHS and WEEE compliant.

- Please note all orders are subject to 10% under or over run and will be charged for pro rata.

- We will charge a small order admin charge of £25.00 for orders under the value of £250.00.

- Unless otherwise stated express charges apply for goods required within a 7-10 day period; this price will be clearly stated on the quotation.

- If we are required to produce or amend artwork for the client this will be charged for.

- We will provide a PDF size and position guide prior to printing.  If a proof sample is required, this may be chargeable.

- Quotation valid for 28 days – except for USB Flash drives which are valid for a maximum of 3 working days unless otherwise indicated and prices must still be re-confirmed at point of order.

- Payment terms:  Existing clients:  Payment on 30 days credit. 

- New clients: On first order; 100% pro forma payment.  On second order; 50% pro forma.

- E & 0 E

 

- If you have any questions regarding this order, please do not hesitate to contact our order progress department on 01903 233828 OR sales@willsmerwagg.com