Streamline Business-to Business (“B2B”) Sales Terms and Conditions

1.1. These Terms and Conditions apply to and are incorporated in all contracts (each a “Contract”) between Streamline Corporate Limited (registered in England & Wales, company number 09624508, registered office 47 Gee Street, London, EC1V 3RS, VAT number 271675932) (“Streamline”) and its business customers (each a “Customer”) for the sale of goods and products (“Goods”) (including branded products) or the supply of services (including print and design services) (“Services”) to the Customer. These Terms and Conditions do not apply to consumer customers (that is: those buying from us for purposes outside of their business, craft or profession). Reference in these Terms and Conditions to a clause are to a clause of these terms and Conditions. Words such as “including” and “or otherwise” are illustrative and shall not limit the sense of the words preceding them.

1.2. These Conditions apply to the exclusion of any other terms that the Customer seeks to impose or which are contained on or in any order form, purchase order, letter or other document issued by the Customer, or which are implied by trade, custom, practice or course of dealing and the Customer waives any right which it otherwise might have to rely on such terms.

1.3. The Customer’s order for Goods and/or Services, as set out in any of (a) a purchase order form, (b) the Customer’s written acceptance of Streamline’s quotation, or (c) overleaf (as the case may be) (in each case, an “Order”) constitutes an offer by the Customer to purchase the Goods and/or Services set out in that Order in accordance with these Terms and Conditions.

1.4. An Order is accepted when Streamline issues a written acceptance of it, or, if earlier, Streamline delivers the Goods or provides the Services to the Customer.

1.5. The Customer is responsible for ensuring that the terms of each Order and any applicable specification for the Goods and/or Services (“Specification”), including any related artwork and/or designs submitted by the Customer, are complete and accurate and of good quality and resolution.

1.6. The Customer warrants that in entering into a Contract it does so as a business and not as a Consumer.

1.7. The Customer acknowledges that it has not relied on any statement, promise, representation, assurance or warranty made or given by or on behalf of Streamline which is not set out in these Conditions or an accepted Order. All correspondence relating to an Order that predates that Order is deemed to be subject to contract as set out in the Order together with these Terms and Conditions and any correspondence subsequent to the Order.

1.8. A quotation for Goods and/or Services given by Streamline shall not constitute an offer. A quotation shall only be valid for a period of 30 days from its date of issue (or other period if stated on the quotation).

2.1. The Goods and Services are as described in (a) Streamline’s catalogue or (b) on its website (in either case, as modified by any applicable Specification), or (c) as in the relevant quotation (whichever is relevant to an Order).

2.2. Where Goods are manufactured or Services provided in accordance with a Customer-supplied Specification, the Customer must ensure that there is no infringement of a third party’s intellectual property rights or the commission of a criminal act as a result of Streamline’s use of the Specification.

2.3. Streamline may amend the Specification of the Goods and/or Services if required by any applicable statutory or regulatory requirements without notice.

2.4. Although every effort is made to describe goods and services accurately in catalogues, brochures and on the website, Streamline does not give any warranty as to accuracy and does not accept responsibility for error or mis-description and any resulting loss.

2.5. These Conditions shall apply to any replacement Goods supplied by Streamline.

3.1. Streamline shall deliver the Goods to the location set out in the Order (Delivery is only available to UK ).

3.2. Unless Streamline agrees otherwise in writing, any dates quoted for delivery are approximate, and the date and time of delivery is not of the essence.

3.3. Streamline shall not be liable for any failure or delay in delivery of the Goods caused by the Customer’s not providing adequate delivery instructions or any other instructions relevant to the Goods’ supply.

3.4. If Streamline does not deliver the Goods (in whole or in part) or the Goods are damaged or lost in transit, Streamline’s liability shall be limited to replacing the relevant Goods within a reasonable time, refunding the relevant Goods’ purchase price or issuing a credit note.

3.5. Streamline shall have no liability for any not delivering the Goods (even if caused by Streamline’s negligence) unless the Customer gives written notice to Streamline within five (5) business days of the date when the Goods would in the ordinary course of events have been received.

3.6. Streamline shall not be liable for any loss arising from damage caused to the Goods in transit unless loss or damage is noted on the delivery note at the time of delivery or reported to Streamline in writing with a sample or photographic evidence of such damage within five (5) business days of delivery.

3.7. Any claims with regard to the quality of the Goods delivered must be made in writing to Streamline within five (5) business days of delivery in accordance with clause 5 below, or such Goods will be deemed to comply with the Contract terms with regard to quality.

3.8. The Customer may not reject the Goods if Streamline delivers up to and including 5% more or less than the quantity of Goods ordered, but Streamline shall make a pro rata adjustment to the Order invoice. The quantity of any consignment of Goods as recorded by Streamline upon dispatch from Streamline’s premises shall be conclusive evidence of the quantity received by the Customer unless the Customer can prove otherwise. Any claims with regard to the quantity of the Goods delivered must be made in writing to Streamline within five (5) business days of delivery, or such Goods will be deemed to comply with the terms of the contract with regard to quantity.

3.9. Streamline may deliver the Goods by instalments, which shall be invoiced and paid for separately. Any delay in delivery or defect in an instalment shall not entitle the Customer to cancel any other instalment.

3.10. If the Customer does not take delivery of the Goods for any reason, Streamline may charge the Customer for any repeat delivery, storage and related costs and expenses (including insurance) and if the Customer has not taken delivery of the Goods within ten (10) business days after Streamline has notified the Customer that the Goods are ready for delivery, Streamline may resell or otherwise dispose of part or all of the Goods.

The Customer may not return Goods for refund unless an Order has been produced to the wrong Specification or is not to an acceptable standard.

5.1. Streamline warrants that on delivery the Goods shall:
5.1.1. conform in all material (to normal commercial standards) respects with their description and Specification;
5.1.2. be free from material defects in design, material and workmanship; and
5.1.3. be of satisfactory quality (within the meaning of the Sale of Goods Act 1979).

5.2. Subject to clause 5.3, if:
5.2.1. the Customer gives notice in writing to Streamline within five (5) business days of delivery that some or all of the Goods do not comply with the warranty set out in clause 5.1;
5.2.2. Streamline is given a reasonable opportunity of examining such Goods; and
5.2.3. the Customer (if asked to do so by Streamline) returns such Goods to Streamline at the Customer’s cost;

Streamline may either (a) repair, reprint or replace the defective Goods, or (b) refund the price of the defective Goods and any applicable delivery charges in full, or (c) issue a credit note against any invoice raised for the Goods which has not yet been paid.

5.3. Streamline shall not be liable for Goods’ failure to comply with the warranty set out in clause 5.1 if:
5.3.1. the Customer makes any use of such Goods after giving notice in accordance with clause 5.2;
5.3.2. the defect arises because the Customer has not followed Streamline’s oral or written instructions regarding care and use of the Goods or (if there are none) good trade practice regarding the same;
5.3.3. the defect arises because of Streamline following any drawing, design or Specification supplied by the Customer;
5.3.4. the Customer alters or repairs such Goods without Streamline’s written consent;
5.3.5. the defect arises because of fair wear and tear, wilful damage, negligence, or abnormal storage or working conditions; or
5.3.6. the Goods differ from their description or Specification because of changes made to ensure they comply with applicable statutory or regulatory requirements.

5.4. Except as provided in this clause 5, Streamline shall have no liability to the Customer in respect of the Goods’ not complying with clause 5.1.

5.5. The terms implied by sections 13 to 15 of the Sale of Goods Act 1979 are, to the fullest extent permitted by law, excluded.

5.6. Any samples and all illustrations, photographs, descriptive matter, specifications, measurements and advertising issued by Streamline and any descriptions or illustrations contained in Streamline’s catalogues, brochures or websites are issued or published for the sole purpose of giving an approximate idea of the Goods and Services described in them. They do not form part of the Contract or have any contractual force. Streamline may vary any Specification without prior notice.

5.7. All sizes referred to on Streamline’s price lists, brochures and quotations are approximate unless Streamline expressly agrees otherwise in writing.

5.8. Unless Streamline expressly agrees otherwise in writing, Streamline shall be deemed to have fulfilled its obligations under these Conditions by printing, cutting, embroidering, or otherwise branding Goods within reasonable trade tolerances.

5.9. Whilst Streamline will take all reasonable steps to try to match logo styles, font style, pantone colours or swatches, this cannot be guaranteed.

5.10. Any errors in proofs submitted to and approved by the Customer and also created and subsequently provided by the Customer are the Customer’s sole responsibility, and Streamline does not accept any responsibility or liability arising from such errors.

5.11. Although every endeavour will be made to supply Goods in accordance with the quality of any sample supplied to the Customer, this cannot be guaranteed.

5.12. Streamline will make reasonable efforts to obtain the best possible colour reproduction on a Customer’s printed Goods but the Customer acknowledges and accepts that variation is inherent in printing and other branding processes and that Streamline cannot guarantee an exact match in colour or finish between the Customer’s artwork or previously printed material (whether printed by Streamline or another party) or any other materials supplied by the Customer and the printed Goods supplied by Streamline.

6.1. The risk in the Goods shall pass to the Customer on delivery.

6.2. Title to the Goods shall not pass to the Customer until Streamline has received payment in full (in cleared funds) for the relevant Goods.

6.3. Until title to the relevant Goods has passed to the Customer, the Customer must:
6.3.1. store those Goods separately from all other goods held by the Customer so that the Goods remain readily identifiable as Streamline’s property;
6.3.2. not remove, deface or obscure any identifying mark or packaging on or relating to the Goods;
6.3.3. maintain the Goods in satisfactory condition and keep them insured against all risks for their full price from the date of delivery;
6.3.4. notify Streamline immediately if it is unable to pay its debts as they fall due, becomes the subject of any formal insolvency proceeding or the subject of an application or proposal for any formal insolvency procedure; and
6.3.5. give Streamline such information relating to the Goods as Streamline may require from time to time.

6.4. If before title to the Goods passes to the Customer the Customer becomes subject to any of the events listed in clause 6.3.4, then, without limiting any other right or remedy Streamline may have:
6.4.1. the Customer’s right to resell the Goods or use them in the ordinary course of its business ceases immediately; and
6.4.2. Streamline may at any time: require the Customer to deliver up all Goods in its possession which have not been resold; and if the Customer fails to do so promptly, enter any premises of the Customer or of any third party where the Goods are stored to recover them.

7.1. Streamline shall provide Services to the Customer in accordance with the Specification in all material respects and using reasonable care and skill.

7.2. Streamline shall use reasonable endeavours to meet any performance dates specified in an Order, but such dates shall be estimates only and time shall not be of the essence for the supply of the Services.

7.3. Streamline may make changes to the Services to comply with applicable law or safety requirements.

8.1. The price of the Goods and/or Services shall be the price set out in the Order or, if no price is quoted, the price set out in Streamline’s current catalogue, brochure or website as at the date of an Order .

8.2. The price of the Goods and/or Services is exclusive of the cost of delivery and VAT (unless otherwise stated), which shall be invoiced to the Customer. Costs for additional artwork, alterations from original copy after an agreed proof or additional printing costs will be charged in accordance with details and policies contained in Streamline’s brochures or on its website from time to time, or as Streamline shall inform the Customer.

8.3. Payment is required by credit or debit card before any order is processed unless credit facilities have been approved with Streamline in advance. The Customer’s card will be debited automatically when the Customer’s Order is accepted by Streamline.

8.4. Where credit facilities have been approved, Streamline may invoice the Customer for the Goods on or at any time after delivery or for Services on or at any time after performance. Each invoice shall be deemed complete and accurate unless a party notifies the other party otherwise in writing within seven (7) business of the date set out on the invoice.

8.5. The Customer shall pay each invoice in full and in cleared funds by the end of the month following the month the invoice was dated, to the bank account set out on the invoice. Time of payment is of the essence.

8.6. If the Customer does not make any payment due to Streamline by the due date, Streamline may suspend delivery of any further Goods and/or the provision of any further Services to the Customer, and the Customer shall pay interest on the overdue amount at the rate of 4% per annum above the base rate of the Bank of England from time to time from the due date until payment.

8.7. The Customer shall pay all amounts due to Streamline in full without any set-off, counterclaim, deduction or withholding (except for any deduction or withholding required by law).

8.8. If Streamline stores Goods for a Customer, it shall do so free of charge until the anniversary of the date that the Goods were ready for delivery but may charge thereafter. Streamline shall inform the Customer of any charges at least one month before applying such charges. If Streamline varies this clause (in accordance with clause 17) so that a charge would apply to a Customer before the anniversary, it shall give that Customer at least one month’s warning before raising such charge

9.1. Changes to an Order (including an Order to be delivered in instalments) are not generally possible once submitted by the Customer. Any request to change an Order’s quantity must be made in writing by the Customer to Streamline before Streamline commences work on the Order and will not be accepted except at the discretion of Streamline.

9.2. Streamline may suspend or cancel any Order by written notice if:
9.2.1. the Customer fails to pay Streamline any money when owing;
9.2.2. the Customer undergoes any of the events set out in clause 6.3.4; or
9.2.3. the Customer breaches any of these Terms and Conditions.

9.3. The Customer may not cancel an Order unless Streamline agrees in writing.

9.4. Streamline may charge for a cancelled Order (including a partially cancelled Order), together with a charge for all work carried out up to the date Streamline has received written notice of cancellation from the Customer.

9.5. On termination of the contract or cancellation of an Order the Customer shall immediately pay to Streamline all invoices and interest due to Streamline.

9.6. Termination of the contract, however arising, shall not affect any of the parties’ rights, remedies, obligations and liabilities that have accrued as at termination.

9.7. Clauses which expressly or by implication survive termination of the contract shall continue in full force and effect.

10.1. Nothing in these Conditions shall limit or exclude Streamline’s liability for:
10.1.1. death or personal injury caused by its negligence, or the negligence of its employees, agents or subcontractors (as applicable);
10.1.2. fraud or fraudulent misrepresentation;
10.1.3. breach of the terms implied by section 12 of the Sale of Goods Act 1979;
10.1.4. defective products under the Consumer Protection Act 1987; or
10.1.5. any matter in respect of which it would be unlawful for Streamline to exclude or restrict liability.

10.2. Subject to clause 10.1:
10.2.1. Streamline shall under no circumstances whatever be liable to the Customer, whether in contract, tort, negligence, breach of statutory duty, or otherwise, for any indirect or consequential loss arising under or in connection with the supply of Goods or Services to the Customer, including loss of profit, business revenue, contract, opportunity, reputation, or goodwill; and
10.2.2. Streamline’s total liability to the Customer in respect of all other losses arising under or in connection with the supply of Goods or Services, whether in contract, tort, negligence, breach of statutory duty, or otherwise, shall in no circumstances exceed the price the Customer has paid for the Goods or Services to which the claim relates.

Neither party shall be liable for any failure or delay in performing its obligations to the extent that such failure or delay is caused by an event beyond a party’s reasonable control, or which could not have been foreseen, or, if it could have been foreseen, was unavoidable, including industrial disputes, failure of transport network, acts of God, war, terrorism, riot, interference by civil or military authorities, national or international calamity, malicious damage, breakdown of plant or machinery, nuclear, chemical or biological contamination, explosions, collapse of buildings, fires, natural disasters, epidemics, extreme adverse weather conditions, or default of suppliers or subcontractors.

12.1. Any notice or other communication given under or in connection with these Terms and Conditions or an Order shall be in writing, addressed to that party at its registered office (if it is a company) or its principal place of business (in any other case) or such other address as that party may have specified to the other party in writing in accordance with this clause, and shall be delivered personally, sent by pre-paid first class post or other next working day delivery service, commercial courier, fax or e-mail.

12.2. A notice or other communication shall be deemed to have been received: if delivered personally, when left at the address referred to in clause 12.1 if sent by pre-paid first class post or other next working day delivery service, at 9.00 am on the second business day after posting; if delivered by commercial courier, on the date and at the time that the courier’s delivery receipt is signed; or, if sent by fax or e-mail, on the business day after transmission.

12.3. The provisions of this clause shall not apply to the service of any proceedings or other documents in any legal action.

13.1. Streamline may at any time transfer its rights and obligations hereunder to another party.

13.2. The Customer may not transfer its rights or obligations hereunder without Streamline’s prior written consent.

Each paragraph of these Conditions operates separately. If any court or relevant authority decides that any of them are unlawful or unenforceable, the remaining paragraphs will remain in full force and effect.

A waiver of any right or remedy contained in these Conditions or existing at law is only effective if given in writing and shall not be deemed a waiver of any subsequent breach or default. No failure or delay by a party to exercise any right or remedy provided hereunder or by law shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy.

A third party shall not have any rights to enforce these Conditions under the Contracts (Rights of Third Parties) Act 1999.

Streamline may revise and amend these Conditions from time to time to reflect changes in market conditions affecting its business, changes in technology, changes in payment methods, changes in relevant laws and regulatory requirements.

18.1. These Conditions and the contract between the parties, and any dispute or claim arising out of or in connection with these Conditions or an Order (including non-contractual disputes or claims), shall be governed by, and construed in accordance with the law of England and Wales.
18.2. Each party irrevocably agrees that the courts of England and Wales shall have non-exclusive jurisdiction to settle any dispute or claim arising out of or in connection with these Conditions or any Order (including non-contractual disputes or claims).