General Sales and Supply Conditions of TechnoSpark Ltd trading from The Riverside Innovation Centre, 1 Castle Drive, Chester, United Kingdom. Filed under business number 8826289, Companies House in the United Kingdom.

1.0 Definitions
The general terms that will be used in this document are as follows;
Vendor; the supplier of the product(s).
Customer or Client; the party in a (pre)-contractual relationship with the Vendor.

The term ‘goods’ refers to the products and services the customer is set to receive, including advice and creative expressions.

2.0 Applicability
Unless otherwise agreed in writing, these general sales and supply conditions are applicable to every agreement between vender and customer. Including further or additional agreements between the two parties where the General Sales and Supply Conditions are not specifically (explicitly) invoked.

3.0 Offers
All offers are without obligation by the vendor unless the offer contains a term of acceptance and are based on delivery under normal circumstances and normal working hours.
If an offer without obligation is accepted, the Vendor has the right to retract the offer within 7 working days after receiving acceptance.
All images, catalogues, drawings and any other information provided by the vendor are subject to change without prior notice and do not bind the vendor.

4.0 Prices
The price or prices specified in the offer are VAT exclusive in pound sterling (GBP) or an agreed currency on the cost-determine factors at that time. The vendor also has the right to determine if a certain project can and should only be delivered in a minimum quantity. The vendor can adjust the prices and rates at any time.

5.0 Supply of Customised Goods
If the Customer requirements are specific to their needs they are obliged to provide instantly reproducible material of good quality understood as .ai or .eps format for images of graphics or mp4 for video content.
The vendor is only obliged to provide the client with printed proof if the client stipulates this in writing before the issuing the order. In such cases, the vendor is obliged to submit a proof to the client within five (5) weeks. If no written confirmation or alterations are received form the client within five (5) working days (Monday to Friday) the images are deemed to be approved by the client.

6.0 Supplies and Delivery Time
Stated delivery dates shall never be regarded as firm dates unless otherwise explicitly agreed upon in writing by both parties. The delivery date begins at the latest of either, (A.) the day the agreement enters into force, (B.) The vendor receives the necessary documents, information, permits and the like in order to carry out the agreement. (C.) the vendor receives the amount which has already been mutually agreed will be in advance.

If all or part of the delivery is prevented by force majeure, the vendor may suspend the delivery or dissolve the agreement – in as much as it is not carried out – in full or in part, and demand payment for that which has been carried out without being required to pay any compensation to the client.
In these General Sales and Supply Conditions, force majeure means every circumstance beyond the control of the vendor.

Unless otherwise agreed in writing, without prejudice to the above regarding set prices, the price specified by the vendor are based on delivery exclusive of VAT, import obligations or other taxes, duties or obligations and exclusive of the cost of loading and unloading, transport and insurance. Unless otherwise agreed in writing, the delivery of the goods shall be ex warehouse, whereby the items are deemed to have been delivered by the vendor and accepted by the customer as soon as the goods are offered to the client and/or as soon as the goods are loaded in or on the means of transport. Unless otherwise agreed in writing, transport shall take place at the risk and expense of the client even if the carrier has expressly stipulated that all transport documents must state that all damage caused by the transport are at the expense of the sender.

If the vendor supplies samples to the client they must be returned to the vendor within fourteen (14) working days of receiving them. If the vendor displays or provided a model, sample or example, this is done only as an indication: the characteristics of the item to be delivered may differ from the sample, model or example. The provision in 7.0 shall apply mutatis mutandis.

7.0 Complaints
Complaints in regards to visual defects must be submitted in writing within two working days of delivery, beyond which, the vendor is not liable for any form of compensations. Complaints regarding defects not visible to the exterior must be submitted within two days of discovery within a maximum of two weeks after delivery, beyond which, the vendor is not liable for any form of compensation.

Complains in regards to the amount stipulated on the invoice sent by the vendor must be submitted in writing within eight days of the invoice date, which period is to be the expiry date. Inferior goods acknowledged by the vendor shall either be replaced or the purchase price shall be credited to the exclusion of any other means of (additional) compensation for damages.

Returns are permitted only after written approval by the vendor and at the expense and risk of the customer and shall never imply any additional liability by the vendor.

8.0 Retention of Title
The vendor retains the title of all of all goods it delivers to the customer until the purchase price for all of these goods is paid in full. If in the framework of the agreement with the customer, the vendor performs work for the customer that is to be paid for by the client, the retention of the title also applies until the customer has paid this claim in full. The retention of title also applies with regards to receivables due to the vendor by the customer because of a failure by the customer to fulfil one or more of its obligations to the vendor.

As long as the title of the goods delivered has not be transferred to the customer, the customer may not pledge the goods or give any right to a third party other than in the ordinary course of business operations, in which case the customer is required to negotiate a retention of title on the basis of the provision of the article on the case of credit sales to its customers.

If the customer has good reason to fear it will not been able to pay in full its payment obligation to the vendor, the vendor is entitled to take back the delivered goods under retention of title. Once the goods have been returned the customer will be credited the market value, which in no event shall exceed the original purchase price less the cost in their return. Excluding bespoke products manufactured to design approved by the client specific to their needs or having their branding displayed on the product.

9.0 Payment
Unless other wise agreed in writing and without prejudice to the following paragraph; a 50% upfront fee is required on all products and the remaining 50% is payable on receipt of goods.
An agreement enters into force on the day that the following conditions are met:
1 – Confirmation of the order, completed and signed has been received by the vendor.
2 – the deposit of 50% of the agreed upon invoice amount has been received.

Setoff or other forms of settlement are never permitted without an explicit written agreement. The vendor is at all time entitled, before delivery or before proceeding with delivery, to request sufficient, in its opinion, advanced payment or assurance of payment for payment obligations by the customer. In which case the vendor will be entitled to suspend further deliveries if the customer does not meet this requirement, even if a specific delivery time has been agreed upon, without prejudice to the vendors right to claim damages for delivery or non-performance of the agreement. If the customer does not pay within the agreed upon time period, the customer is in default and the vendor is entitled, without any notice, to charge interest from the due date of unpaid invoice(s) of the legal interest rate per annum on the invoice amount. All extrajudicial collection costs made by the vendor shall be born by the customer.

10.0 Liability
Other than gross negligence by the vendor, the vendor is not liable for costs, damages or interests that arise as a result of actions or negligence by the vendor or the vendor’s subcontractors or by the persons employed by the vendor in the performance of the contract. Each liability of the vendor for loss of profits or other indirect damage is specifically exclusive.

11.0 Designs and models
All drawings, sketches, mock-ups, samples, tools and such that are used by the vendor also remain the vendors intellectual or physical property even if they are consigned to the customer, and may therefore not be used for any purpose other than implementation of the agreement between the vendor and the customer unless the vendor has given prior written consent. The customer shall indemnify the vendor against claims by third parties, with regards to the goods referred to in the preceding paragraph from the customers, on intellectual property rights.

12.0 Applicable Law
The law governing England and Wales is applicable to all agreements to which conditions apply in whole or in part. Unless otherwise explicitly agreed upon in writing, all legal claims to which these General Conditions expire within one (1) year of the delivery date.