UFabrik Ltd. – Commercial Terms and Conditions of Sale

Document UFabrik Ltd-TCS-001    Version 1.0

Purpose and Guiding Principles

These Commercial Terms and Conditions establish the contractual framework under which UFabrik Ltd supplies printable media and associated consumables to business customers internationally and within the United Kingdom.

The Agreement has been developed to provide a commercially balanced, practical and professionally governed framework that reflects UFabrik Ltd.’s day-to-day operations while protecting the legitimate interests of both UFabrik Ltd and its customers.

Objectives

• Provide clarity regarding the rights and responsibilities of each party.
• Establish a fair and balanced allocation of commercial risk.
• Support efficient international trading and reliable product supply.
• Promote cooperation, transparency and good faith throughout the commercial relationship.
• Provide a contractual framework capable of adapting to future commercial and regulatory developments.

Using this Agreement

This document is intended to be used as UFabrik Ltd.’s standard business-to-business terms for the international and UK supply of printable media and associated consumables.

Clause 1 – Definitions and Interpretation

1.1 Definitions

Applicable Laws – all laws, regulations, statutory instruments, regulatory requirements and applicable codes of practice relevant to the Contract.

Business Day – a day other than a Saturday, Sunday or public holiday in England on which banks are open for normal business.

Contract – the legally binding agreement between UFabrik Ltd and the Customer formed in accordance with these Terms.

Customer – the person, company or other legal entity purchasing Products and/or Services from UFabrik Ltd.

Delivery Location – the location agreed for delivery of the Products or performance of the Services.

Force Majeure Event – an event beyond the reasonable control of a party, including those described in Clause 11.

Intellectual Property Rights – all patents, copyright, trademarks, database rights, design rights, know-how and other intellectual property rights whether registered or unregistered.

Order – the Customer's order for Products and/or Services accepted by UFabrik Ltd.

Products – all goods, equipment, consumables, software, firmware, spare parts and other items supplied by UFabrik Ltd under the Contract.

Quotation – UFabrik Ltd.’s written quotation, proposal or offer for the supply of Products and/or Services.

Services – any installation, commissioning, configuration, training, maintenance, repair, technical support, consultancy or other services supplied by UFabrik Ltd.

Terms – these Terms and Conditions of Sale.

UFabrik Ltd – UFabrik Ltd, the supplier of the Products and/or Services.

1.2 Interpretation

Words in the singular include the plural and vice versa.

References to a person include an individual, company, partnership or other legal entity.

References to legislation include any amendment, replacement or re-enactment.

Headings are for convenience only and do not affect interpretation.

References to "including" or similar expressions mean "including without limitation".

Clause 2 – Basis of Contract

2.1 These Terms and Conditions apply to every quotation, order and Contract for the supply of Products by UFabrik Ltd unless otherwise agreed in writing.

2.2 Any quotation issued by UFabrik Ltd is an invitation to treat and does not constitute an offer capable of acceptance.

2.3 A quotation remains valid only for the period stated within it or, if no period is stated, for 30 days from its date.

2.4 An Order submitted by the Customer constitutes an offer to purchase Products in accordance with these Terms and Conditions.

2.5 No Contract shall come into existence until UFabrik Ltd issues an Order Acknowledgement, commences performance of the Order or otherwise confirms acceptance in writing.

2.6 These Terms and Conditions prevail over any terms contained in or referred to in the Customer's purchase order or other document unless expressly agreed in writing by an authorised representative of UFabrik Ltd.

2.7 The Customer is responsible for ensuring that the Order, specifications and all information supplied are complete and accurate.

2.8 Electronic communications, including email, may be relied upon by the parties for the formation and administration of the Contract unless otherwise agreed.

2.9 The Customer acknowledges that it has not relied upon any representation or statement not expressly incorporated into the Contract, except where liability cannot lawfully be excluded.

Clause 3 – Orders

3.1 The Customer shall submit Orders in writing or by another method accepted by UFabrik Ltd, identifying the Products, quantities, delivery requirements and any other information reasonably required.

3.2 UFabrik Ltd may accept or reject any Order in whole or in part at its sole discretion.

3.3 An Order may not be cancelled or amended after acceptance without the prior written agreement of UFabrik Ltd. UFabrik Ltd may impose reasonable charges arising from any agreed cancellation or amendment.

3.4 Where Products are manufactured, converted or procured specifically for the Customer, accepted Orders shall not be cancellable unless UFabrik Ltd expressly agrees otherwise in writing.

3.5 Minimum order quantities, pack sizes and manufacturer tolerances shall apply where notified to the Customer.

3.6 Delivery dates are estimates unless expressly agreed otherwise in writing. Time for delivery is not of the essence unless specifically agreed.

3.7 UFabrik Ltd reserves the right to make reasonable changes to Products that do not materially affect their quality, performance or intended use, including changes required by manufacturers or applicable law.

3.8 The Customer shall promptly notify UFabrik Ltd of any error or discrepancy contained within an Order Acknowledgement.

3.9 UFabrik Ltd may suspend performance where the Customer fails to provide information reasonably required to fulfil the Order or where payment obligations have not been met.

3.10 Each accepted Order constitutes a separate Contract unless expressly agreed otherwise in writing.

Clause 4 – Prices and Payment

4.1 The price of the Products shall be the price stated in the applicable Quotation or, if no Quotation has been issued, the price confirmed by UFabrik Ltd in the Order Acknowledgement or invoice.

4.2 Unless expressly stated otherwise, all prices are exclusive of VAT, duties, taxes, carriage, insurance and other applicable charges, which shall be payable by the Customer.

4.3 UFabrik Ltd may revise its prices before accepting an Order where supplier costs, exchange rates, freight, duties or other external costs have materially changed.

4.4 Invoices shall be paid in full, in cleared funds and without deduction, set-off or counterclaim, by the agreed payment due date.

4.5 Time for payment is of the essence of the Contract.

4.6 If the Customer fails to make payment when due, UFabrik Ltd may charge interest under the Late Payment of Commercial Debts (Interest) Act 1998 or any successor legislation, together with reasonable debt recovery costs.

4.7 UFabrik Ltd may suspend deliveries, refuse further Orders, withdraw credit facilities or require payment in advance while any amount remains overdue.

4.8 Any credit limit granted to the Customer may be varied, suspended or withdrawn at any time at UFabrik Ltd.’s reasonable discretion.

4.9 Payments shall be applied by UFabrik Ltd to such invoices or outstanding balances as it determines.

4.10 The Customer shall reimburse UFabrik Ltd for any bank charges, collection costs or other reasonable expenses incurred as a result of late or failed payment where legally recoverable.

Clause 5 – Delivery

5.1 Delivery dates provided by UFabrik Ltd are estimates only unless expressly agreed otherwise in writing.

5.2 Delivery shall take place in accordance with the Incoterms® 2020 rule agreed between the parties or, where no Incoterm has been agreed, when the Products are made available at the agreed delivery location.

5.3 UFabrik Ltd may make delivery by instalments. Each instalment shall constitute part of the same Contract and any delay or defect in one instalment shall not entitle the Customer to reject the remaining instalments.

5.4 The Customer shall provide suitable access, facilities and information necessary to enable delivery.

5.5 If the Customer fails to accept delivery or causes delay, UFabrik Ltd may store the Products at the Customer's risk and expense and charge reasonable storage, handling and redelivery costs.

5.6 UFabrik Ltd may make reasonable substitutions or changes to packaging where they do not materially affect the Products.

5.7 Shortages, damage or delivery discrepancies must be notified in writing within 3 working days after delivery procedures or, where none is specified, within three Business Days after delivery.

5.8 Failure to notify shortages or damage within the applicable period may prevent the Customer from making a claim to the extent permitted by law.

5.9 UFabrik Ltd shall not be liable for delay caused by events outside its reasonable control, carriers, customs authorities or the Customer.

5.10 The Customer shall obtain and maintain any import licenses, permits or approvals required unless otherwise agreed under the applicable Incoterms® 2020 rule.

Clause 6 – Risk and Title

6.1 Risk in the Products shall pass to the Customer in accordance with the agreed Incoterms® 2020 rule or, where no Incoterm has been agreed, upon delivery in accordance with Clause 5.

6.2 Title to the Products shall not pass to the Customer until UFabrik Ltd has received payment in full, in cleared funds, for the Products and all other sums due from the Customer.

6.3 Until title passes, the Customer shall store the Products separately, clearly identify them as the property of UFabrik Ltd, keep them in satisfactory condition and maintain appropriate insurance.

6.4 The Customer may resell the Products in the ordinary course of business before title passes, provided that any such sale is made as principal and not as agent for UFabrik Ltd.

6.5 If the Customer fails to pay any amount due, UFabrik Ltd may require the Customer to deliver up the Products and may enter any premises, so far as legally permitted, to recover them.

6.6 The Customer shall not pledge, charge or otherwise encumber the Products before title has passed.

6.7 Termination of the Contract shall not affect UFabrik Ltd.’s rights under this Clause 6 until title has passed.

6.8 Nothing in this Clause prevents UFabrik Ltd from bringing proceedings to recover the price of the Products when payment has become due.

6.9 Where applicable law restricts retention of title provisions, this Clause shall be interpreted to give effect to the maximum protection permitted by that law.

6.10 The rights contained in this Clause are cumulative and in addition to any other rights or remedies available to UFabrik Ltd.

Clause 7 – Product Information and Customer Responsibilities

7.1 UFabrik Ltd shall use reasonable endeavours to ensure that descriptions, specifications, technical information and product data are accurate at the time they are provided.

7.2 Product images, samples, colours, dimensions and performance data are provided for guidance only and may vary within normal manufacturing tolerances unless expressly agreed otherwise in writing.

7.3 The Customer is responsible for satisfying itself that the Products are suitable for the Customer's intended application, processes and operating environment.

7.4 Unless expressly agreed in writing, UFabrik Ltd does not warrant that any Product is suitable for a particular purpose or compatible with any specific equipment, substrate, ink system or production process.

7.5 The Customer shall follow all product instructions, technical data sheets, storage recommendations and handling guidance issued by UFabrik Ltd or the manufacturer.

7.6 Where trialling or testing is appropriate, the Customer shall carry out adequate testing before using Products in commercial production.

7.7 UFabrik Ltd reserves the right to amend product specifications where required by the manufacturer, applicable law or continuous product improvement, provided the change does not materially reduce the Product's intended performance.

7.8 The Customer shall promptly notify UFabrik Ltd of any suspected defect, non-conformity or quality issue and shall preserve the affected Products for inspection where reasonably requested.

7.9 Technical advice provided by UFabrik Ltd is given in good faith based on information available at the time but does not relieve the Customer of its responsibility to verify suitability for its intended use.

7.10 Nothing in this Clause limits any statutory rights or remedies that cannot lawfully be excluded.

Clause 8 – Returns and Claims

8.1 No Products may be returned without UFabrik Ltd.’s prior written authorisation and compliance with its returns procedure.

8.2 The Customer shall inspect the Products promptly upon delivery and notify UFabrik Ltd in writing of any shortages, incorrect deliveries, visible damage or defects within the time limits specified in these Terms or any agreed delivery procedure.

8.3 Products returned without prior authorisation may be refused and returned to the Customer at the Customer's expense.

8.4 Products must be returned in their original condition and packaging unless the nature of the alleged defect makes this impracticable.

8.5 Products manufactured, converted, cut to size, specially procured or otherwise supplied to the Customer's specific requirements are not returnable except where defective or otherwise required by law.

8.6 UFabrik Ltd may inspect, test or require samples of any Products forming the subject of a claim before determining the appropriate remedy.

8.7 Where a valid claim is accepted, UFabrik Ltd may, at its option, replace the Products, repair the defect where appropriate, or credit or refund the purchase price paid for the affected Products.

8.8 The remedies set out in this Clause constitute the Customer's exclusive remedies for shortages, incorrect deliveries and defective Products, subject always to applicable law.

8.9 Returns resulting from Customer error may be accepted at UFabrik Ltd.’s discretion and may be subject to a reasonable handling or restocking charge.

8.10 Nothing in this Clause limits any statutory rights that cannot lawfully be excluded.

Clause 9 – Warranty

9.1 UFabrik Ltd warrants that, at the time risk passes, the Products shall materially conform to their agreed specification and be free from material defects in materials and workmanship, subject to this Clause.

9.2 Where Products are supplied with a manufacturer's warranty, UFabrik Ltd shall use reasonable endeavours to pass the benefit of that warranty to the Customer where transferable.

9.3 UFabrik Ltd does not provide any warranty beyond those expressly set out in the Contract and, to the fullest extent permitted by law, excludes all implied warranties, conditions and terms.

9.4 The warranty does not apply where any defect arises from improper storage, handling, installation, processing, misuse, alteration, accident, fair wear and tear, or failure to follow technical guidance.

9.5 The Customer shall notify UFabrik Ltd promptly upon discovering any alleged defect and provide reasonable information and access for investigation.

9.6 UFabrik Ltd may inspect, test or require return of the affected Products before determining whether a warranty claim is valid.

9.7 Where a valid warranty claim is established, UFabrik Ltd may, at its option, replace the Products, repair them where appropriate, or refund or credit the price paid for the affected Products.

9.8 The remedies set out in this Clause are the Customer's exclusive remedies for breach of warranty, subject to applicable law.

9.9 Nothing in this Clause affects any liability that cannot lawfully be excluded or limited.

9.10 This warranty is provided solely for the benefit of the original Customer and is not assignable without UFabrik Ltd.’s prior written consent.

Clause 10 – Limitation of Liability

10.1 Nothing in these Terms limits or excludes liability for death or personal injury caused by negligence, fraud or fraudulent misrepresentation, or any liability that cannot lawfully be excluded or limited.

10.2 Subject to Clause 10.1, UFabrik Ltd shall not be liable for any indirect, incidental, special or consequential loss.

10.3 Subject to Clause 10.1, UFabrik Ltd shall not be liable for loss of profit, revenue, business, contracts, goodwill, anticipated savings, production, or data, whether direct or indirect.

10.4 UFabrik Ltd.’s total aggregate liability arising out of or in connection with any Contract shall not exceed the amount paid under the relevant contract giving rise to the claim.

10.5 UFabrik Ltd shall not be liable where loss arises from the Customer's misuse, incorrect storage, processing, modification, failure to follow technical guidance, or use of the Products in unsuitable applications.

10.6 The Customer is responsible for carrying out appropriate testing before commercial production and for verifying product suitability for its intended purpose.

10.7 The Customer shall take reasonable steps to mitigate any loss arising from an alleged breach of Contract.

10.8 The Customer acknowledges that the pricing of the Products reflects the allocation of risk set out in these Terms.

10.9 The limitations and exclusions contained in this Clause apply to the fullest extent permitted by applicable law.

Clause 11 – Force Majeure

11.1 UFabrik Ltd shall not be liable for any delay or failure to perform its obligations where caused by a Force Majeure Event beyond its reasonable control.

11.2 A Force Majeure Event includes, without limitation, acts of God, flood, fire, explosion, epidemic, pandemic, war, terrorism, civil unrest, industrial disputes, shortages of raw materials, transport disruption, utility failures, cyber incidents affecting critical infrastructure, governmental action, sanctions, embargoes and failures of suppliers or carriers beyond UFabrik Ltd.’s reasonable control.

11.3 UFabrik Ltd shall use reasonable endeavours to minimise the effects of any Force Majeure Event and resume performance as soon as reasonably practicable.

11.4 Where a Force Majeure Event continues for more than ninety (90) consecutive days, either party may terminate the affected Contract by written notice without liability other than for obligations accrued before termination.

11.5 During the Force Majeure Event, the time for performance shall be extended for the duration of the delay.

11.6 UFabrik Ltd shall notify the Customer as soon as reasonably practicable where a Force Majeure Event materially affects performance.

11.7 The Customer shall remain liable to pay for Products already delivered before termination or suspension under this Clause.

11.8 A Force Majeure Event shall not excuse the Customer from making payments that became due before the event occurred.

11.9 This Clause does not affect any rights arising before termination of the Contract.

11.10 Nothing in this Clause limits any rights or remedies available under applicable law.

Clause 12 – Intellectual Property Rights

12.1 All intellectual property rights in and relating to the Products, catalogues, technical literature, specifications, drawings, images, trademarks, trade names, software and other materials supplied by UFabrik Ltd shall remain vested in UFabrik Ltd or its licensors.

12.2 The sale of Products does not transfer ownership of any intellectual property rights except for the limited right to use the Products for their intended purpose.

12.3 The Customer shall not copy, reproduce, modify, reverse engineer, remove proprietary markings or otherwise misuse any intellectual property belonging to UFabrik Ltd or its licensors except where expressly permitted by law.

12.4 Any trademarks, logos or branding supplied by UFabrik Ltd shall be used only with UFabrik Ltd.’s prior written consent and in accordance with any branding guidelines provided.

12.5 Where Products incorporate third-party intellectual property, the Customer shall comply with the applicable license terms and usage restrictions.

12.6 The Customer shall promptly notify UFabrik Ltd of any suspected infringement or unauthorised use of intellectual property relating to the Products that comes to its attention.

12.7 Nothing in the Contract grants the Customer any license other than those expressly stated in writing.

12.8 UFabrik Ltd reserves all rights not expressly granted under the Contract.

12.9 This Clause does not affect any mandatory intellectual property rights or remedies available under applicable law.

Clause 13 – Confidentiality

13.1 Each party shall keep confidential all Confidential Information received from the other party in connection with the Contract and shall not disclose it except as permitted by this Clause.

13.2 Confidential Information includes commercial, financial, technical, operational and business information, pricing, customer details, supplier information, product information, trade secrets and any information identified as confidential or which ought reasonably to be regarded as confidential.

13.3 A party may disclose Confidential Information only to its employees, officers, professional advisers, insurers, auditors, subcontractors or affiliated companies who need to know the information for the purposes of the Contract and who are subject to equivalent confidentiality obligations.

13.4 A party may disclose Confidential Information where required by law, regulation, court order or any competent governmental authority, provided that it gives prior notice where legally permitted.

13.5 The receiving party shall use the Confidential Information solely for the purposes of performing or exercising its rights under the Contract.

13.6 Neither party shall make public announcements relating to the Contract without the prior written consent of the other party, except where required by law.

13.7 Upon request or termination of the Contract, each party shall return or securely destroy Confidential Information belonging to the other party, except where retention is required by law or for legitimate record-keeping purposes.

13.8 The obligations contained in this Clause shall continue for five (5) years after termination or expiry of the Contract, except in respect of trade secrets, which shall remain confidential for so long as they retain their confidential nature.

13.9 Nothing in this Clause prevents either party from using information that is or becomes publicly available other than through a breach of the Contract.

13.10 The rights and obligations contained in this Clause are in addition to any duties of confidence arising under applicable law.

Clause 14 – Termination

14.1 Either party may terminate the Contract immediately by written notice if the other party commits a material breach of the Contract which, if capable of remedy, is not remedied within thirty (30) days of receiving written notice requiring it to do so.

14.2 UFabrik Ltd may suspend performance or terminate the Contract immediately if the Customer fails to pay any sum due when payable.

14.3 Either party may terminate immediately if the other becomes insolvent, enters administration, liquidation or any analogous insolvency process, or ceases or threatens to cease trading.

14.4 Termination shall not affect any rights, remedies, obligations or liabilities accrued before the effective date of termination.

14.5 On termination, all outstanding sums owed to UFabrik Ltd shall become immediately due and payable.

14.6 The Customer shall cease representing itself as authorised by or associated with UFabrik Ltd except to the extent necessary to complete outstanding obligations.

14.7 Any licenses or permissions granted under the Contract shall terminate unless expressly stated otherwise.

14.8 Termination of one Contract shall not automatically terminate any separate Contract between the parties unless expressly stated.

14.9 The exercise of termination rights is without prejudice to any other rights or remedies available under the Contract or applicable law.

Clause 15 – Compliance with Laws and Regulations

15.1 Each party shall comply with all applicable laws, regulations and binding governmental requirements relevant to the performance of the Contract.

15.2 The Customer shall obtain and maintain all licenses, permits and approvals required for the importation, resale, storage and use of the Products where applicable.

15.3 Neither party shall knowingly act in a manner that would cause the other party to breach applicable export control, sanctions or trade compliance laws.

15.4 UFabrik Ltd reserves the right to suspend or refuse performance where it reasonably believes that supplying the Products would breach any applicable law or regulation.

15.5 The Customer shall comply with all applicable environmental, health and safety requirements relating to the storage, handling and use of the Products.

15.6 Where the Products are subject to manufacturer safety instructions or regulatory requirements, the Customer shall ensure these are followed.

15.7 Each party shall maintain appropriate records where required by law relating to the performance of the Contract.

15.8 Any failure by the Customer to comply with this Clause shall constitute a material breach of the Contract where it exposes UFabrik Ltd to legal or regulatory risk.

15.9 Nothing in this Contract requires either party to act in a manner that would violate applicable law.

Clause 16 – Data Protection

16.1 Each party shall comply with all applicable data protection and privacy laws in connection with the Contract.

16.2 Where either party processes personal data on behalf of the other, it shall do so only on documented instructions and implement appropriate technical and organisational security measures.

16.3 Each party shall ensure that personal data is processed only for lawful purposes and only to the extent necessary for the performance of the Contract.

16.4 Neither party shall knowingly do anything that causes the other party to breach applicable data protection legislation.

16.5 Where required by law, the parties shall cooperate in responding to requests from data subjects and regulatory authorities.

16.6 Each party shall notify the other without undue delay of any personal data breach affecting the performance of the Contract where notification is reasonably necessary.

16.7 UFabrik Ltd may process personal data for order administration, delivery, customer support, legal compliance and legitimate business purposes in accordance with its Privacy Notice.

16.8 Personal data shall not be retained for longer than necessary, subject to legal and regulatory retention requirements.

16.9 This Clause applies only to the extent that personal data is processed in connection with the Contract.

16.10 Nothing in this Clause relieves either party of its own statutory obligations under applicable data protection law.

Clause 17 – Assignment

17.1 The Customer shall not assign, transfer, charge, subcontract or otherwise dispose of any of its rights or obligations under the Contract without the prior written consent of UFabrik Ltd.

17.2 UFabrik Ltd may assign or transfer any of its rights under the Contract, including the right to receive payment, to any associated company, successor in business or financing provider.

17.3 Any permitted assignee shall be entitled to enforce the rights assigned to it in accordance with the Contract.

Clause 18 – Entire Agreement

18.1 These Terms, together with the applicable Quotation, Order Acknowledgement and any documents expressly incorporated by reference, constitute the entire agreement between the parties in relation to the Contract.

18.2 The Customer acknowledges that it has not relied upon any statement, representation, assurance or warranty that is not expressly set out in the Contract.

18.3 Nothing in this Clause limits or excludes liability for fraud or fraudulent misrepresentation.

Clause 19 – Third Party Rights

19.1 A person who is not a party to the Contract shall have no right to enforce any term of the Contract under the Contracts (Rights of Third Parties) Act 1999.

19.2 The rights of the parties to vary, amend or terminate the Contract shall not require the consent of any third party.

19.3 Nothing in this Clause affects any right or remedy of a third party which exists independently of the Contracts (Rights of Third Parties) Act 1999.

Clause 20 – Survival

20.1 Termination or expiry of the Contract shall not affect any provision which expressly or by implication is intended to continue in force after termination or expiry.

20.2 Without limitation, the following Clauses shall survive termination or expiry of the Contract to the extent applicable: Payment, Risk and Title, Returns and Claims, Warranty, Limitation of Liability, Intellectual Property Rights, Confidentiality, Compliance with Laws and Regulations, Data Protection, Assignment, Entire Agreement, Third Party Rights, this Clause (Survival), and Governing Law and Jurisdiction.

20.3 The survival of any provision shall not prejudice any rights or remedies that accrued before termination or expiry of the Contract.

Clause 21 – Governing Law and Jurisdiction

21.1 The Contract and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter shall be governed by and construed in accordance with the laws of England and Wales.

21.2 Subject to Clause 21.3, the courts of England and Wales shall have the exclusive jurisdiction to settle any dispute or claim arising out of or in connection with the Contract.

21.3 Nothing in these Terms prevents UFabrik Ltd from bringing proceedings against the Customer in any other court of competent jurisdiction where this is necessary to protect or enforce its rights, recover sums due, or enforce judgments.