Terms & Conditions

Meluba Limited (trading as Meluba Badges)
Website: www.melubabadges.com

These Terms and Conditions apply to all sales of goods and services supplied by Meluba Limited to business customers.

The Buyer’s attention is particularly drawn to Clause 15 (Limitation of Liability).

1. Definitions

Seller
Meluba Limited of
3 Weekley Wood Close
Kettering
Northamptonshire
NN14 1UQ
United Kingdom

Buyer
The person, company or organisation who buys or agrees to buy the Goods and/or Services from the Seller.

Conditions
These terms and conditions of sale together with any special terms agreed in writing by the Seller.

Goods
The products supplied by the Seller including but not limited to name badges, button badges, pin badges, lanyards, signage and related products.

Services
Any services supplied by the Seller including design services, artwork preparation, proofing, printing and manufacturing services.

Order
The Buyer’s order for Goods and/or Services whether placed via the website, email, purchase order or quotation acceptance.

Price
The price for the Goods and/or Services excluding VAT, delivery, packaging and insurance unless otherwise stated.

Intellectual Property Rights
All patents, copyrights, trademarks, designs, business names, domain names, database rights and other intellectual property rights whether registered or unregistered anywhere in the world.

2. Basis of Contract

2.1 These Conditions form the basis of the contract between the Seller and the Buyer for the sale of Goods and/or Services.

2.2 These Conditions apply to the exclusion of any terms and conditions the Buyer may seek to impose.

2.3 An Order constitutes an offer by the Buyer to purchase Goods or Services in accordance with these Conditions.

2.4 The Order shall only be deemed accepted when the Seller issues written confirmation or begins production.

2.5 These Conditions constitute the entire agreement between the parties.

2.6 These Conditions may only be varied in writing by the Seller.

3. Price

3.1 The Price shall be the price quoted by the Seller or displayed on the Seller’s website.

3.2 Prices are exclusive of:

  • VAT

  • delivery charges

  • packaging costs

  • insurance where applicable.

3.3 The Seller reserves the right to amend prices at any time prior to acceptance of an Order.

4. Payment and Interest

4.1 Payment is due in full before production unless credit terms have been agreed in writing.

4.2 Where credit terms apply, payment must be made within 30 days of invoice date unless otherwise agreed.

4.3 Interest will be charged on overdue payments at 8% above the Bank of England base rate, calculated daily.

4.4 The Seller reserves the right to suspend supply where accounts are overdue.

4.5 The Buyer shall pay all invoices in full without set-off or deduction.

5. Goods

5.1 The Goods are described in the Order, quotation or product specification.

5.2 The Seller reserves the right to amend product specifications where required by law or where changes do not materially affect the product.

5.3 Due to the nature of printed products, minor variations in colour, finish or size may occur.

5.4 Due to the manufacturing processes involved in producing printed and customised goods, the Buyer acknowledges and accepts that minor variations may occur between proofs, digital images and the finished Goods.

These variations may include but are not limited to:

  • colour variation due to printing processes or materials

  • minor alignment or positioning differences

  • slight variations in size or finish

  • natural variations in materials used.

Such variations shall not be considered defects and shall not constitute grounds for rejection of the Goods.

6. Warranties

6.1 The Seller warrants that the Goods shall:

  • conform with their description

  • be of satisfactory quality within the meaning of the Sale of Goods Act 1979

  • be reasonably fit for their intended purpose.

6.2 This warranty applies for 30 days from delivery.

6.3 The warranty does not apply where defects arise from:

  • customer supplied artwork errors

  • misuse or improper storage

  • normal wear and tear

  • unauthorised alterations.

6.4 Where artwork proofs are provided by the Seller, production will not commence until the Buyer has approved the proof in writing.

The Buyer is responsible for carefully reviewing all aspects of the proof including:

  • spelling

  • names

  • job titles

  • layout

  • colours

  • sizes

  • logos and branding

  • overall design

Once the Buyer has approved the artwork proof:

  • the Buyer accepts responsibility for the accuracy of the approved design; and

  • the Seller shall not be liable for any errors or omissions contained in the approved proof.

Any amendments requested after proof approval may result in additional charges and revised production times.

7. Delivery

7.1 Delivery shall be made to the Buyer’s nominated address.

7.2 The Seller will use reasonable endeavours to meet delivery estimates but delivery times are not guaranteed.

7.3 Time of delivery shall not be of the essence.

7.4 The Seller shall not be liable for delays caused by:

  • couriers

  • supply chain issues

  • customs or import procedures

  • events outside its control.

7.5 Risk passes to the Buyer upon dispatch of the Goods.

8. Acceptance of Goods

8.1 The Buyer shall inspect the Goods upon delivery.

8.2 The Buyer shall notify the Seller in writing within 7 working days if Goods are defective.

8.3 If defects are confirmed the Seller may at its discretion:

  • repair the Goods

  • replace the Goods

  • issue a refund or credit.

8.4 Goods may not be rejected after acceptance.

8.5 Due to the nature of manufacturing processes, the Seller reserves the right to deliver a quantity of Goods that is up to 5% more or less than the quantity ordered.

Where such variation occurs:

  • the Buyer shall accept the delivered quantity as fulfilling the contract; and

  • the Price shall be adjusted pro-rata based on the actual quantity supplied.

This clause shall not apply where the Order specifies an exact quantity requirement that has been expressly agreed in writing.

9. Title and Risk

9.1 Risk passes to the Buyer upon delivery.

9.2 Title in the Goods shall not pass until the Seller has received payment in full.

9.3 Until ownership passes the Buyer shall:

  • hold the Goods as bailee for the Seller

  • store them separately

  • ensure they remain identifiable as the Seller’s property.

9.4 The Seller may recover Goods if payment is not made.

10. Carriage

Delivery charges will be applied as specified at checkout or on quotation.

11. Supply of Services

Where Services are supplied, the Seller agrees to:

  • perform Services with reasonable care and skill

  • provide artwork proofs where applicable

  • carry out production following Buyer approval.

12. Buyer Obligations

The Buyer shall:

  • ensure Orders are accurate

  • provide complete and correct artwork and information

  • obtain necessary permissions for logos or trademarks

  • cooperate with the Seller where required.

Where Buyer actions delay production the Seller shall not be liable for resulting delays.

13. Confidentiality

Each party agrees to keep confidential all non-public business information obtained during the course of the contract.

Confidential information shall not be disclosed without consent unless required by law.

14. Intellectual Property

14.1 All intellectual property created by the Seller remains the property of the Seller.

14.2 The Buyer grants the Seller permission to use supplied artwork for the purpose of manufacturing the Goods.

14.3 The Buyer warrants that any artwork supplied does not infringe third-party intellectual property rights.

14.4 The Buyer shall indemnify the Seller against any claim arising from such infringement.

15. Limitation of Liability

The Buyer’s attention is particularly drawn to this clause.

15.1 Nothing in these Conditions limits liability for:

  • death or personal injury caused by negligence

  • fraud or fraudulent misrepresentation

  • any liability which cannot legally be excluded.

15.2 Subject to clause 15.1:

The Seller shall not be liable for:

  • loss of profit

  • loss of business

  • indirect or consequential losses.

15.3 The Seller’s total liability arising under the contract shall not exceed the total value of the Order.

15.4 This clause survives termination of the contract.

16. Termination

Either party may terminate the contract if:

  • the other party commits a material breach

  • the other party becomes insolvent

  • payment obligations are not met.

Upon termination all outstanding invoices become immediately payable.

17. Consequences of Termination

Termination does not affect accrued rights or obligations.

The Buyer must pay all outstanding invoices immediately.

18. Insurance

The Seller maintains appropriate public liability insurance in connection with its operations.

19. Data Protection

Both parties agree to comply with applicable UK data protection legislation including the UK GDPR and Data Protection Act 2018.

Personal data will only be processed as necessary to fulfil the contract.

20. Independent Parties

Nothing in these Conditions creates:

  • an employment relationship

  • a partnership

  • a joint venture.

21. Notices

Notices must be given in writing and may be delivered by:

  • post

  • courier

  • email.

Notices shall be deemed received one business day after sending by email or two business days after posting.

22. Entire Agreement

These Conditions constitute the entire agreement between the parties.

No other terms shall apply unless agreed in writing.

23. Force Majeure

Neither party shall be liable for failure or delay caused by events beyond reasonable control including:

  • natural disasters

  • strikes

  • supply chain disruption

  • war or terrorism

  • government restrictions.

24. Assignment

The Seller may assign or subcontract its obligations.

The Buyer may not assign its rights without written consent.

25. Severability

If any provision is held invalid or unenforceable the remaining provisions shall remain in force.

26. Waiver

Failure to enforce any provision shall not constitute a waiver of that provision.

27. Variation

Any variation to these Terms must be agreed in writing.

The Contracts (Rights of Third Parties) Act 1999 shall not apply.

28. Governing Law

These Terms are governed by the laws of England and Wales.

The courts of England and Wales shall have exclusive jurisdiction.