Terms & Conditions

By placing an order with Barcode Warehouse Limited you are accepting these terms and conditions.

Your existing statutory rights are not affected by these conditions.

1. Definitions & interpretation

1.1. The following definitions and rules of interpretation in this Clause apply in these Conditions:

“Seller” means The Barcode Warehouse Limited;

“Buyer” means any person who accepts a quotation or Commitment Order, where applicable, for the sale of Goods by the Seller and/or whose order for Goods is accepted by the Seller;

“Conditions” means the terms and conditions set out herein and any special or additional conditions agreed unilaterally by the Supplier in writing;

“Commitment Order” means an order for Consumables agreed by the Seller for a prescribed quantity over an agreed term in which the Seller shall provide the Buyer with an agreed volume of Labels during such term, at an agreed frequency, where agreed.

“Consumable(s)” means goods sold under these conditions which is described in the relevant quote as a Label, Custom Label, ticket, tag, receipt; RFID label, ticket/tag and/or which is constructed of a face material of paper, synthetic or similar material which may include an adhesive back where applicable; thermal transfer ribbons, card printer ribbons & peripherals, inkjet ribbons & peripherals; cleaning materials for thermal printers, card printers & peripherals;

“Custom Label” means a Label which has been designed and manufactured by the Seller to a unique design/specification requested and approved by the Buyer

“Goods” means any goods (including Software and Warranty Packages) or services which the Seller has agreed to sell or supply to the Buyer under these Conditions and as further set out on the Seller’s relevant quotation or, where applicable, Commitment Order;

“Intellectual Property Rights” means all intellectual property rights wherever in the world arising, whether registered or unregistered (and including any application) and all existing and future rights capable of present assignment, applications for and renewals or extensions of such rights, and all similar or equivalent rights or forms of protection in any part of the world, including copyright and related rights, moral rights, rights in confidential information, know-how, trade secrets, business names and domain names, trademarks, service marks, trade names, patents, utility models, design rights, semi-conductor topography rights, database rights, rights in computer software, registered designs and all rights in the nature of unfair competition rights or rights to sue for passing off;

“Label” means a Good sold under these Conditions which is consumable item which is described in the relevant quote and/or Commitment Order as a label, ticket, tag or similar and/or which is a piece of paper, plastic or similar material which may include an adhesive back used to attach to an object to provide information regarding that object;

“Open Box Goods” means a type of Goods which may be in different packaging and/or show signs of wear and tear, in accordance with the relevant tier of Open Box Goods as set out on the Seller’s website, or otherwise as notified by the Seller.

“Party” means either the Buyer or the Seller both being a party to these Conditions. “Parties” shall be construed accordingly;

“Repair Service” means a type of Goods sold under these Conditions, which consist of a product including repair services to any other hardware Goods sold by the Seller, including but not limited to any xtracare service agreement or ad-hoc repairs.

“Software” means a type of Good sold under these Conditions, which is not physical hardware but a set of instructions, data or program used by a computer to undertake a specific task(s);

“Software Documentation” means the end user licence agreement, support terms and conditions, specification, fair usage policy and other documentation relating to the specification of the Software, the provision of the licence for use of the Software and governing the terms under which any support shall be provided to the Software as set out by the Software Owner.

“Software Owner” means the third party who has developed and/or owns the proprietary rights to the Software, enabling them to sell licences to any Software purchased through these Conditions.

“VAT” means value added tax chargeable under the Value Added Tax Act 1994 and any similar additional or replacement tax

“Warranty Package” means a Good sold under these Conditions which is not physical hardware but is a support and warranty package over and above standard manufacturer’s warranty provided to the Buyer by the manufacturer of the Goods or a third party;

“Writing” includes by mail or email but does not include facsimile communication.

1.2. A reference to one gender includes a reference to the other gender.

1.3. Words in the singular include the plural and, in the plural, include the singular.

1.4. A reference to a particular law is a reference to it as it is in force for the time being taking account of any amendment, extension, application or re-enactment and includes any subordinate legislation for the time being in force made under it.

1.5. Except where a contrary intention appears, a reference to a Clause is a reference to a clause of, these Conditions.

1.6. The use of terms Clause, Schedule and Annex headings shall not affect the interpretation of these Conditions.

1.7. No variation or addition to these Conditions shall be deemed to be effective or accepted by the Seller, save for a written variation agreed and signed by an authorised representative of the Seller.

2. Conditions

2.1. A contract for the provision of Goods under these Conditions shall only be deemed to have been formed at either the earlier of the dispatch of the Goods by the Seller, or when the Seller issues a written acceptance of the order, save where such a contract relates to a Commitment Order, in which case a contract shall be formed upon the issue of the relevant Commitment Order and Quote by the Seller to the Buyer by way of email. The Buyer accepts and acknowledges that an email to any representative of the Buyer shall be adequate to form the contract for the provision of Consumables under such a Commitment Order, in this fashion.

2.2. All quotations and contracts for the provision of Goods made by the Seller shall be governed by these Conditions and as such, the Customer is deemed to have accepted these Conditions either (a) upon receipt of such quotation or pro-forma invoice from the Seller, or by (b) providing an order, whether a purchase order or otherwise with the Seller, which the Seller subsequently accepts; or (c) by accepting delivery of the Goods from the Buyer, whichever the earlier of these events.

2.3. These Conditions shall apply to all contracts for the sale of Goods by the Seller to the Buyer formed in accordance with Clause 2.1, to the exclusion of all and any other terms and conditions, not accepted in writing by the Seller, including but not limited to any terms and conditions which the Buyer may seek to apply and/or enforce under any purchase order, confirmation of order, or similar document, whether issued electronically or otherwise. For the avoidance of doubt, no terms or conditions endorsed upon, delivered with or contained in the Buyer’s purchase order, acknowledgement or any other document shall form part of the contract and such terms are hereby expressly rejected. The Buyer waives any right which it otherwise might have to rely on such terms or conditions.

2.4. No employee or agent of the Seller is authorised to make any representations concerning Goods on the Seller’s behalf unless such representations are confirmed in Writing by an authorised representative of the Seller and any representations made without the written confirmation of such an authorised representative of the Seller may not be relied upon in connection with any contract.

2.5. The Seller shall be at liberty to correct without any liability on the Seller’s part and without prior notification any error or omission in any sales literature, price lists, acceptance of offer, quotation, invoice, or other document issued by the Seller.

3. Prices & Payment

3.1. The Buyer shall pay the price as set out in the relevant quotation, or Commitment Order, where applicable, by the Seller, for the Goods in accordance with these Conditions. If the Goods are sold without a quotation, the price payable shall be the Seller’s current price list at the time of the sale, or otherwise as agreed in writing by the Seller.

3.2. The price(s) set out in the Seller’s quotation or otherwise as provided for in Clause 3.1 are exclusive of VAT and The Buyer shall in addition pay to the Seller, the amount of any applicable VAT which the Seller is obliged to pay and/or collect from the Customer in respect of any supply under the relevant contract.

3.3. The price of the Goods is exclusive of charges for delivery and carriage, which shall be charged separately.

3.4. The Seller shall be entitled to invoice for the full price of the Goods upon dispatch of the Goods to the Buyer (whether this be from the Seller’s premises or directly from the Seller’s supplier, where applicable), or at a time otherwise notified by the Seller.

3.5. Notwithstanding Clause 3.4, if the Goods are to receive services from the Seller at the Seller’s premises as part of a managed service or otherwise before dispatch to the Buyer or the Buyer has requested the Seller to hold the stock for any reason whatsoever, the Seller shall be entitled to issue an invoice for the full price of the Goods at the point the Goods are received at the Seller’s premises, unless otherwise notified by the Seller.

3.6. Subject to Clause 4.3, the Buyer shall pay all undisputed invoices within thirty (30) days of the end of the month of the date of issue of the relevant invoice, unless otherwise agreed in writing by the Seller.

3.7. If the Buyer fails to pay any undisputed invoice in full when due any sum payable to the Seller in accordance with these Conditions, the Seller shall be entitled to charge interest on any such unpaid sum from the date when such payment was due, until the date of actual payment at a rate of two per cent (2%) above The Bank of England base rate per annum, as updated from time to time, and interest shall accrue on a daily basis and shall be compounded monthly.

3.8. If the Buyer wishes to dispute any part of an invoice issued by the Seller, it shall notify the Seller within seven (7) days of receipt of the relevant invoice, otherwise all invoices shall be deemed to have been accepted by the Buyer undisputed.

3.9. In the event of any such dispute of part of an invoice, the Buyer shall pay the undisputed part of the invoice in accordance with Clause 3.6.

3.10. The Buyer shall pay the full price for the Goods by BACS transfer to the account details included on the Seller’s invoice or by credit/debit card through the payment link on the Seller’s website, unless otherwise agreed by the Seller.

4. Credit Accounts & Pro-Forma Invoices

4.1. If the Buyer has an approved credit account with the Seller following a credit application reference, the Buyer shall make payment for the Goods in accordance with the terms of credit agreed by the Seller.

4.2. In the event that the Buyer’s credit account has been put on stop by the Seller due to non-payment for Goods previously sold, the Seller may cancel any such order for Goods or, at its ultimate and sole discretion, require payment of any outstanding debts and the price for the relevant Goods, in accordance with Clause 3.

4.3. If the Buyer does not have an approved credit account, the Seller may, at its absolute discretion, require the Goods to be paid for against a pro-forma invoice. Such pro-forma invoice shall be issued to the Buyer before dispatch of the Goods and the Buyer shall pay the price(s) set out therein immediately. Notwithstanding any other Condition, the Seller shall not be obliged to arrange dispatch of the Goods until payment for such Goods is received by the Seller, against the relevant pro-forma invoice.

5. Purchase of Goods through a third party

5.1. Notwithstanding Clause 3.6, in the event that the Buyer has purchased the Goods through a third-party leasing company or other third-party financier or agent, payment for all undisputed invoices shall be due immediately upon receipt.

5.2. If the Buyer has purchased the Goods through a leasing arrangement or through any other third party, the Buyer accepts and acknowledges that it shall still be liable for the payment of any invoices. The Buyer shall do all things necessary to ensure payment is made by such lease company or other third party, including but not limited to, the performance of any obligations under any agreement they may have with such third party in order to facilitate payment to the Seller. The Buyer shall indemnify and hold the Seller harmless against any loss, claim or costs arising out of its failure or delay to do so.

5.3. The Seller accepts no responsibility, liability or otherwise whatsoever, if such leasing company or financier has been introduced to the Buyer by the Seller and the Buyer accepts and acknowledges that it has not relied upon any recommendation in deciding to use such third party, from the Seller in this regard.

6. Delivery or Collection of Goods

6.1. The Buyer accepts and acknowledges that any forecasted date, time or other period for delivery of any the Goods given by the Seller shall be given in good faith but shall be an estimate only. The Seller will use reasonable endeavours to keep to any such estimated delivery date, but time shall not be of the essence in respect of the delivery of the Goods.

6.2. The Seller shall not be liable for any losses, consequential or otherwise, arising directly or indirectly out of any failure to meet an estimated delivery date, whether the Seller was aware of the likelihood of the value or scope of any such damages.

6.3. The Seller reserves the right to make delivery in advance of the quoted delivery date on giving reasonable notice to the Buyer.

6.4. The Seller shall make delivery of the Goods to the Buyer’s address or other address as the Buyer requests in good time before the date of dispatch, and the Buyer shall make arrangements to take and accept delivery of the Goods at that address upon the same being tended for delivery. Delivery shall be deemed to have been completed upon the Goods being left at the relevant Buyer’s address or other address as the Buyer requestsl.

6.5. If the Goods are not received by the Buyer, it shall notify the Seller of such failed delivery within five (5) Business Days. If the Seller does not notify the Seller of such failed delivery within this timeframe, delivery shall be deemed to have been completed.

6.6. Unless otherwise agreed by the Seller in Writing, all shipments of the Goods shall be shipped under DAP Incoterms 2020® and the method of delivery shall be at the Seller’s absolute discretion.

6.7. Unless otherwise agreed in Writing by the Seller, the Seller may make delivery of the Goods to the Buyer’s premises, or other such premises as agreed by the Seller, up until 6.00pm on the date of delivery.

6.8. In the event any of the Goods are returned to the Seller by its courier as a direct result of the Buyer not making suitable arrangements to accept delivery of the Goods, the Seller shall contact the Buyer and re-arrange delivery, and the Buyer shall be liable for any additional shipping cost arising out of such re-delivery.

6.9. Upon the Seller’s agreement, the Buyer may collect the Goods from the Seller’s premises at the date and time agreed by the Seller, which shall be after receipt of payment of the Goods. The Buyer, when attending the Seller’s premises, shall and shall ensure that any third-party couriers shall:

a) Attend at the Seller’s premises in good time to collect the Goods at the collection time agreed as above;

b) Attend the Seller’s premises with suitable transportation and equipment to facilitate collection of the Goods;

c) Ensure that the Buyer’s vehicle, or where applicable, third-party courier’s vehicle is parked in an available parking space at the front of the Seller’s premises or any other area which the Seller’s staff may instruct, ensuring that the vehicle is not blocking any entrances or exits and ensure the Buyer’s vehicle is parked in a reasonable manner;

d) Not attempt to cross under or over any barriers around or within the Seller’s premises;

e) Attend upon the reception of the Seller’s premises set out above and ring the bell on the corner of the outer building and wait there until an employee of the Seller is available to receive the Buyer someone. The Buyer shall ask for a member of the Seller’s staff, as identified in prior communication from the Seller, with a copy of your sales order number and suitable identification (driving licence etc.);

f) Not enter the Seller’s premises unless cordially invited to do so;

g) Comply with all instructions issued by the Seller’s staff at all times, including but not limited to the wearing of any PPE or otherwise;

h) Act in a polite, reasonable, courteous manner towards the Seller’s staff at all times. Any abusive language or behaviour to the Seller’s staff whilst attending our premises or otherwise will not be tolerated at any time;

i) Act in accordance with the law at all times during your visit to the Seller’s premises;

j) Always use the guided route/ walk around the edge on the Seller’s premises, do not walk across the yard.

k) The Buyer shall be liable for any acts or omissions of its third party couriers in relation to any collection of the Goods and shall indemnify and hold the Seller harmless against any claim arising out of any injury or damage caused by the Buyer’s third party courier.

A breach of the provisions of this Clause 6.9 by the Buyer or its third-party courier may result in the Buyer or its third party courier being asked to leave the Seller’s premises before collection can be completed. In this instance, a new collection date shall be agreed, and the Seller reserves the right to charge any reasonable storage fees for the goods ins question for the period until the goods are collected.

6.10. For the avoidance of doubt, in the event that the Seller agrees to such collection, then notwithstanding Clause 6.4, delivery shall be deemed to have been completed upon the Seller, or their nominated third-party courier, where applicable, loading the Goods into their vehicle for the purposes of these Conditions.

6.11. Where the Buyer is based in Northern Ireland, it shall notify the Seller if it intends to re-sell the Goods into the European Union. Where the Seller has notified the Seller that it has no intention of re-selling the Goods into the European Union it failed to notify of its intention to do so, it confirms that such notification and information is truthful or failure to notify can be construed that it does not intend to do so. The Buyer shall indemnify and hold the Seller harmless against any costs, damages or claims for additional duties, arising out of any subsequent re-sale of the Goods into the European Union where is has notified it does not intend to undertake such re-sale and/or failed to notify of such intention.

7. Ownership & Risk in the Goods

7.1. Upon delivery of the Goods to the Buyer or upon the Goods being retained at the Seller’s premises for the provision of services or at the Buyer’s request the risk in the Goods shall pass to the Buyer.

7.2. If the Seller retains the Goods at their premises to undertake services to the Goods, the Seller shall hold the Goods on the Buyer’s behalf, until such time as title to the Goods passes to the Buyer in accordance with these Conditions. The Seller shall keep the Goods properly stored, protected and insured. Once title of the Goods passes to the Buyer in accordance with these Conditions, the Goods shall be identified as the Seller’s property.

7.3. Title to the Goods shall remain vested in the Seller until the invoice for the Goods has been paid in full by the Buyer, at which point title to the Goods shall automatically transfer to the Buyer. The Buyer shall hold the Goods as the Seller’s fiduciary, agent and bailee until such time as title to the Goods passes to the Buyer in accordance with this Clause 7.3 and shall keep the Goods properly stored and protected and insured and identified as the Seller’s property, at the Buyer’s expense. The Buyer shall not remove, deface or obscure any identifying mark or packaging on or relating to the Goods and shall maintain the Goods in satisfactory conditions during this period.

7.4. Until title of the Goods has transferred to the Buyer in accordance with Clause 7.3, the Buyer shall not pledge, charge by way of security or in any other way encumber the Goods which remain the property of the Seller.

7.5. If before title to the Goods passes to the Buyer in accordance with these Conditions, the Buyer becomes subject to any of the events listed in Clause 7.7, or the Seller reasonably believes that any such event is about to happen and notifies the Buyer accordingly, then, provided that the Goods have not been resold, or irrevocably incorporated into another product, and without limiting any other right or remedy the Seller may have, the Seller may at any time require the Buyer to deliver up the Goods and, if the Buyer fails to do so promptly, enter any premises of the Buyer or of any third party where the Goods are stored in order to recover them.

7.6. Furthermore, if the Buyer becomes subject to any of the events listed in Clause 7.7, or the Seller reasonably believes that the Buyer is about to become subject to any of them and notifies the Buyer accordingly, then, without limiting any other right or remedy available to the Seller, the Seller may terminate any contract entered into between the Parties and cancel or suspend all further deliveries under such contract or under any other contract between the Buyer and the Seller immediately, without incurring any liability to the Buyer, and all outstanding sums in respect of Goods delivered to the Buyer shall become immediately due.

7.7. For the purposes of Clauses 7.5 and 7.6, the relevant events are:

a) the Buyer suspends, or threatens to suspend, payment of its debts, or is unable to pay its debts as they fall due or admits inability to pay its debts, or (being a company) is deemed unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986, or (being an individual) is deemed either unable to pay its debts or as having no reasonable prospect of so doing, in either case, within the meaning of section 268 of the Insolvency Act 1986, or (being a partnership) has any partner to whom any of the foregoing apply;

b) the Buyer commences negotiations with all or any class of its creditors with a view to rescheduling any of its debts, or makes a proposal for or enters into any compromise or arrangement with its creditors other than (where the Buyer is a company) where these events take place for the sole purpose of a scheme for a solvent amalgamation of the Buyer with one or more other companies or the solvent reconstruction of the Buyer;

c) (being a company) a petition is filed, a notice is given, a resolution is passed, or an order is made, for or in connection with the winding up of the Buyer, other than for the sole purpose of a scheme for a solvent amalgamation of the Buyer with one or more other companies or the solvent reconstruction of the Buyer;

d) (being an individual) the Buyer is the subject of a bankruptcy petition or order;

e) a creditor or encumbrances of the Buyer attaches or takes possession of, or a distress, execution, sequestration or other such process is levied or enforced on or sued against, the whole or any part of its assets and such attachment or process is not discharged within 14 days;

f) (being a company) an application is made to court, or an order is made, for the appointment of an administrator or if a notice of intention to appoint an administrator is given or if an administrator is appointed over the Buyer;

g) (being a company) a floating charge holder over the Buyer's assets has become entitled to appoint or has appointed an administrative receiver;

h) a person becomes entitled to appoint a receiver over the Buyer's assets or a receiver is appointed over the Buyer’s assets;

i) any event occurs, or proceeding is taken, with respect to the buyer in any jurisdiction to which it is subject that has an effect equivalent or similar to any of the events mentioned in Clause 7.8 (a) to Clause 7.8 (h) (inclusive);

j) the buyer suspends, threatens to suspend, ceases or threatens to cease to carry on all or substantially the whole of its business;

k) the buyer's financial position deteriorates to such an extent that in the seller’s opinion the buyer’s capability to adequately fulfil its obligations under the contract has been placed in jeopardy; and

l) (being an individual) the Buyer dies or, by reason of illness or incapacity (whether mental or physical), is incapable of managing his or her own affairs or becomes a patient under any mental health legislation.

7.8 Termination of a contract formed under these Conditions, however arising, shall not affect any of the parties' rights and remedies that have accrued as at termination. Clauses which expressly or by implication survive termination of the contract shall continue in full force and effect.

7.9 Whilst the purchase price for any Goods delivered to the Buyer shall remain overdue for payment either wholly or in part without prejudice to any of its other rights the Seller may recover and/or resell the Goods or any of them and may enter on the Buyer’s premises by its servants or agents to recover the Goods and shall be entitled to recover from the Buyer any costs incurred in connection with such recovery.

8. Warranties

8.1. The Buyer accepts and acknowledges that the Seller has not manufactured the Goods, or where the Goods comprise of, or are, Software, has not created, published or licenced the relevant Software, and only sells the Goods with the benefit of the relevant manufacturer's warranty. As such, the benefit of the warranty given by the manufacturer of the Goods will be passed to the Buyer on delivery of the Goods to the Buyer, unless otherwise notified by the Seller.

8.2. Goods include the warranty offered from the relevant manufacturer on a pass-through basis to the Buyer or directly by the manufacturer to the Buyer.

8.3. The Buyer accepts and acknowledges that whilst the Seller may have recommended any such Goods or undertaken any design of a system to which the Goods are a component of, any such advice or recommendation is followed or acted upon by the Buyer entirely at the Buyer’s own risk and the Seller shall have no liability for any such advice or recommendation in respect of the selection of the Goods purchased. For the avoidance of doubt, Goods shall not be deemed defective if the Buyer has selected incorrect Goods in this fashion.

8.4. Notwithstanding Clause 8.1, the Seller warrants to the Buyer that the Goods delivered will correspond and function in accordance with the description or specification given by the Seller to the Buyer on delivery and such warranty is given subject to the following conditions:

a) The Seller accepts no liability for any defect arising on errors or omissions in any drawing specification or design supplied by the Buyer to the Seller.

b) The Seller will accept no responsibility for any defect in the Goods arising from:

i. wilful damage or neglect of the Goods by the Buyer or anybody outside of the control of the Seller, using the Goods;

ii. failure by the Buyer or anybody outside of the control of the Seller, using the Goods to follow manufacturers or Seller’s oral or written instructions as to the storage, maintenance or installation of Goods;

iii. the failure by the Buyer or anybody outside of the control of the Seller, using the Goods to use good practice regarding the usage of Goods;

iv. the Goods being exposed to abnormal working conditions or abuse or alteration or repair during the manufacturer’s warranty period, without the Seller’s written approval by the Buyer or anybody outside of the control of the Seller, using the Goods.

v. Fair wear and tear of the Goods during use

8.5 The Seller’s warranty as set out in Clause 8.4 shall not come into force unless the Goods have been paid for in full in accordance with these Conditions.

8.6 Save as provided in these Conditions and save and except where the Buyer is dealing as a consumer all warranties, conditions or other terms implied by statute, common law or otherwise are excluded to the fullest extent permitted by law.

9. Open Box Goods

9.1. Notwithstanding any other provision of these Conditions, the Buyer accepts that the provisions as set out in Clauses 8 and 16 of these Conditions shall not apply to the sale of Open Box Goods.

9.2. The sale of Open Box Goods is on a “sold as seen” basis and as such Open Box Goods are non-returnable, except for by way of a defect in such Open Box Goods during the relevant warranty period, as set out on the Seller’s website for the Open Box Goods in question or as otherwise notified by the Seller.

9.3. The Seller warrants that such Open Box Goods shall operate in accordance with the manufacturer’s original specification and shall be in accordance with the relevant condition and/or state as set out and further described on the Seller’s website, or as otherwise notified by the Seller to the Buyer only and that all other warranties, conditions or other terms implied by statute, common law or otherwise are excluded to the fullest extent permitted by law.

10. Warranty Packages

10.1. If the Goods consist of a Warranty Package, the Buyer accepts and acknowledges that any support or services provided under such Warranty Package shall be provided by the manufacturer of the Goods or relevant third party and shall be provided in accordance with the relevant terms and conditions relating to the Warranty Package as notified to the Buyer.

10.2. The Buyer accepts that the Seller shall not be liable for any act or omission by any manufacturer or third party, where applicable, in respect of the provision of support or services provided under a Warranty Package.

10.3. The Buyer shall undertake any obligations places upon it by such terms and conditions of the Warranty Package, including but not limited to any steps necessary for the registration of the Warranty Package, as notified to it and shall indemnify and hold the Seller harmless in relation to any claims arising out of its failure to do so.

10.4. The Buyer is deemed to have accepted the terms and conditions in relation to the use of provision of support or services under the Warranty Package, upon receipt of any registration information of the same, regardless of whether or not it has physically or electronically received such terms and conditions. The Buyer may request a copy of the same from the relevant Goods manufacturer or third party providing such support or services, contact details of which can be obtained from the Seller.

11. Software

11.1. If the Goods sold under these Conditions consist of Software, then, notwithstanding any other provision of these Conditions, Clauses 6, 7, 8, 16 or 17 of these Conditions shall not apply to the sale of such Software.

11.2. The Buyer accepts and acknowledges that ownership of any Software shall not transfer to the Buyer at any time and shall be retained by the Software Owner at all times. The Buyer’s purchase of Software through these conditions is limited to the purchase of a licence to use the Software in accordance with the Software Documentation.

11.3. The Seller warrants that the Software shall generally conform to the relevant Software Documentation under normal use and normal circumstances.

11.4. Notwithstanding Clause 11.3, the Buyer accepts and acknowledges that any Software purchased and licenced to the Buyer under these Conditions is licenced on an “as-is” basis, without warranty of any kind, either express or implied, including, but not limited to the implied warranties of merchantability and fitness for any particular purpose, other than as expressly set out in the Software Documentation. For the avoidance of doubt, the Buyer’s rights in relation to returns of Software shall limited to its rights as expressly set out within any such Software Documentation.

11.5. The Buyer is deemed to have received and accepted the Software Documentation, including but not limited to, the terms and conditions of any end user licence agreement, support documentation or specification or similar, in relation to the use of the Software, upon receipt of the Software, regardless of whether or not it has physically or electronically received such Software Documentation. The Buyer may request a copy of the same from the relevant Software Owner, contact details of which can be obtained from the Seller.

11.6. The Buyer warrants that it shall always and shall ensure that any of its employees, representatives, or any other party using the licence of the relevant Software shall always, act in accordance with any terms and conditions as set out in the Software Documentation and that it shall undertake all things necessary to comply with any reasonable instructions of the Software Owner in respect of registration of the Software and/or validation or activation of the relevant product key as provided to the Buyer.

11.7. The Buyer accepts and acknowledges that the Software and any support or services provided in relation to such Software shall be provided in accordance with the Software Documentation and by the Software Owner and the Seller shall not be deemed to be in breach of these Conditions or liable to the Buyer (under any circumstance, whether it be in contract or in tort) for any delay in performance or any non-performance of any such obligations or laws by the Software Owner.

11.8. The Buyer shall indemnify and hold the Seller harmless against all claims, costs, expenses, damages and losses (whether direct or indirect), including any interest, fines, legal and any other professional fees and expenses awarded against or incurred or paid by the Seller arising as a result or in connection with the Buyer’s failure to act in accordance with this Clause 11 and the relevant Software Documentation.

12. Consumables

12.1. The Buyer accepts and acknowledges that any Consumables, including any Custom Labels:

a) May include colours which are +/- half a pantone colour reference variance to pre-print colour specification;

b) are subject to a 10% over or under run and that the quantity of Custom Labels received may vary to this extent accordingly

12.2. If the Goods sold under these Conditions consist of Customs Labels, the Buyer accepts and acknowledges that such Custom Labels are designed and manufactured solely for the Buyer and to the specification and/or design as agreed by the Buyer.

12.3. At the point of placing an order for Custom Labels, the Buyer shall provide the Seller with the design, artwork, layout, PMS numbers/references, specification and any other information reasonably required by the Buyer to produce such Custom Labels, where applicable. The Seller may assist the Buyer in the design of such artwork but, for the avoidance of doubt, the Seller has no liability whatsoever in respect of the fitness for purpose of the final design. The Seller shall not commence any work on the design or manufacture of Custom Labels until it has received all such information.

12.4. The Seller shall forward a version of the completed design for the Custom Label to the Buyer within agreed timeframes, who shall use best endeavours to respond with requested amendments or approval as soon as reasonably possible and in any event, in accordance with any pre-agreed timescales between the Parties.

12.5. In the event the Customer does not approve a design created for them then the Supplier may, at its absolute discretion, charge the Buyer for the time taken in the creation of the relevant design.

12.6. Upon receipt of final approval of the design of the relevant Custom Labels, such design shall be locked in (“Design Lock In”) and the Buyer shall commence the manufacture of such Custom Labels against such approved design. The Buyer shall be liable for payment of all Custom Labels manufactured against such agreed design and the Buyer shall not accept any further changes to the design or the quantity of the Custom Labels to be provided following Design Lock In without further charges.

12.7. Any agreed timeframes for the delivery of Custom Labels shall be automatically extended as a result of the delay of the provision of such information, comments or approval or any act or omission of the Buyer.

12.8. Notwithstanding any other provision in these Conditions, the Supplier shall not under any circumstances, permit any cancellation of an order for Custom Labels.

12.9. Notwithstanding any other provision of these Conditions, the Buyer accepts and acknowledges that the Seller does not warrant that any Consumable shall be fit for any particular purpose.

12.10. It is the Buyer’s sole responsibility to confirm the correct printer parameters for the supply of any Consumable and warrants that it has taken all steps required to independently determine if any such Consumable conforms to all requirements of their unique application and compliance with relevant legal requirements.  In particular, the Buyer is referred to the fact that pre-printed consumables have different properties from un-printed consumables with regard to print results and that environmental influences such as chemical contact, abrasion, UV, light and heat may affect performance results

13. Commitment Orders

13.1. Where the Buyer purchases Consumables through a Commitment Order, the Buyer shall be deemed to have committed to purchase the volume of the relevant Consumables set out therein at the volume, frequency and for the duration as set out therein, or where no frequency of deliveries is set out, the entirety of the volume during the relevant term.

13.2. The Seller shall automatically ant without further notice, deliver the relevant Consumables at the volumes and frequencies as set out within the Commitment Order using its own courier and in accordance with Clause 6 of these Conditions, to the delivery location set out therein. The Buyer reserves the right to manufacture and/or order such Consumables at its own discretion in order to meet such delivery requirements.

13.3. In the event that the Buyer fails to accept a delivery or wishes to cancel or amend the duration, volume, frequency and/or quantity of Consumables to be provided under a Commitment Order, or cancel the remainder of a Commitment Order, the Buyer shall be liable for immediate payment for the provision of all Consumables as if all Consumables had been delivered under the relevant Commitment Order and any additional costs incurred by the Seller in modifying or ceasing manufacture or supply of the relevant Labels.

13.4. Where a Commitment Order provides for a quantity of Consumables to be called off, upon agreement during a relevant term, the Buyer shall issue a written request for such a call-off to the Seller who shall confirm receipt of the same in writing. The Seller shall notify the Buyer of the lead time for the manufacture and/or delivery of the relevant Consumables following receipt of such a request and agree a delivery time accordingly.

13.5. The Seller is entitled to amend or vary the prices for the provision of Consumables under any Commitment Order at its absolute discretion and shall notify the Buyer of such updated price. Such notification shall be deemed to vary the price set out in the relevant Commitment Order, automatically from the date of such notice.

13.6. The Buyer accepts and acknowledges that the Seller may, at its absolute discretion, amend the specification of the Consumables as a result of supply chain issues, insofar that such amendments shall not compromise the specification of the relevant Consumables as agreed

14. Repair Services

14.1. If the Goods sold under these Conditions consist of a Repair Service then, the provision of such Repair Services shall be governed by the conditions as amended from time to time and as set out at https://www.thebarcodewarehouse.co.uk/help/terms-for-repair-services/ to the exclusion of all other terms and conditions which are hereby expressly excluded.

15. Technical Product Support

15.1. The Seller shall provide, at no additional cost to the Buyer, basic technical product support in relation to issues arising with certain Goods sold under these Conditions. Such technical product support shall consist of basic support and attempted initial triage of issues with Goods and escalation to the manufacturer of the goods as necessary. The “TPS”.

15.2. The Buyer shall be able to access the TPS via the details set out on the Seller’s website.

15.3. The Buyer accepts and acknowledges that the TPS is a free service provided by the Seller. The Seller makes no warranty as to the level of expertise or know-how provided through the TPS and that there shall be no guarantee in respect of any time frames for responses from the TPS or whether any such issue in the goods will be resolved by the TPS.

15.4. The Buyer accepts and acknowledges that the Seller shall have no liability whatsoever to the Buyer in relation to the repair of the Goods, the provision of advice or any act undertaken by the Seller through the TPS.

15.5. In the event that the Seller cannot resolve an issue through the TPS and the Buyer wishes to return such Goods, Clause 16 shall apply.

16. Return/Replacement of Goods

16.1. No contract for the sale of Goods formed under these Conditions may be cancelled once it is accepted by the Seller and no non-defective Goods may be returned to the Seller, save for at the absolute discretion of the Seller.

16.2. In the event that the Seller agrees to accept the return of non-defective Goods such return will be on the following conditions:

a) The Buyer shall obtain a Goods return number from the Seller and shall ensure that such number is clearly displayed on each parcel to be returned to the Seller.

b) The Buyer shall be responsible for arranging and paying for the shipping of the Goods back to the Seller, unless otherwise agreed by the Seller.

c) The returned Goods must be returned in the manufacturer’s original packaging in and unopened condition, complete with any accessories, manual and other documentation.

d) Software packages must have the software seal intact.

16.3 If in the opinion of the Seller, any damage has been caused to the Goods during transport from the Buyer to the Seller, the Buyer will remain liable for the full cost of the Goods or, at the absolute discretion of the Seller, the cost of remedying any damage.

16.4 If the Seller accepts the return of Goods (other than on the grounds of defect) the Seller reserves the right to make a handling and restocking charge of 25%.

16.5 Any alleged defect in the Goods must be notified to the Seller within seven (7) days of the date of delivery. In the event that delivery is not refused, and the Buyer fails to notify the Seller within the time stated, then the Goods shall be deemed to have been accepted by the Buyer and no subsequent rejection of the Goods will be accepted. The Buyer shall be liable for payment of the full price for the Goods.

16.6 In the event that any valid claim is notified to the Seller based on the Goods delivered under a contract for sale formed under these Conditions being defective, within the time frame as set out in Clause 16.5, the Seller shall at their discretion be entitled to replace the Goods free of charge or refund the Buyer the price of the Goods actually paid by the Buyer and the Seller shall have no further liability to the Buyer.

16.7 The Buyer shall retain the Goods in respect of which allegation of defect is made together with the original manufacturer’s packaging for a reasonable time to enable the Seller or its agent to inspect the Goods or to arrange for the Goods to be collected from the Buyer if the Seller would so require.

16.8 Unless otherwise agreed in Writing by the Seller no credit for return Goods will be given in the case of Goods returned, other than by reason of defect.

16.9 Goods ordered by customers other than those included in the Seller’s sales catalogue will not be accepted for return save where specifically agreed in Writing by the Seller.

16.10 For the avoidance of doubt, this Clause 16 does not apply to Open Box Goods.

17. Intellectual Property Rights

17.1. All Intellectual Property Rights are and shall remain the exclusive property of the Party owning them (or, where applicable, the third party from whom its right to use the Intellectual Property Rights has derived) and nothing in these Conditions shall be construed as a right to the title of such Intellectual Property Rights being given to the other Party.

17.2. Each Party shall grant or procure the grant of a royalty free, perpetual, irrevocable licence to the other Party to use Intellectual Property Rights as are necessary to allow the other Party to exercise its rights and perform its obligations under these Conditions and for the Buyer to use the Goods as intended and notified to the Seller. For the avoidance of doubt, the granting of such licence in the Goods to the Buyer shall only occur upon full payment for the Goods.

17.3. Each Party shall, at its own cost, promptly do or procure the doing of all such acts and things and execute or procure the execution of all such documents as may from time to time be required to give effect to this Clause 17.

17.4. Except as expressly provided in these conditions, no rights or obligations in respect of a Party's Intellectual Property Rights are granted to the other Party or shall be implied from these Conditions.

17.5. The Seller shall indemnify and keep the Buyer indemnified in full against all costs, expenses, damages and losses (whether direct or indirect), including any interest, fines, legal and other professional fees and expenses awarded against or incurred or paid by the Buyer as a result of or in connection with any claim made against the buyer for actual or alleged infringement of a third party's Intellectual Property Rights arising out of, or in connection with the Goods.

18. Promotions & Testimonials

18.1. The Buyer accepts, acknowledges and hereby consents to the Seller announcing that the Buyer is a customer of the Seller in marketing promotions following the sale of the Goods, by any means the Seller may wish to do so.

18.2. By purchasing the Goods, the Buyer shall be deemed to have provided the Seller with permission to use the Buyer’s logo on its website and for marketing promotions and to refer to the Buyer as a customer of the Seller in such promotions. The Buyer hereby grants the Seller an irrevocable, perpetual, royalty free licence to use the Buyer’s Intellectual Property Rights in its logo for such purposes.

18.3. The Buyer shall assist the Seller in any such marketing promotion, including but not limited to the proving of any testimonial which the Seller may wish to undertake in relation to the sale of the Goods in question. Such assistance shall be provided at the Seller’s cost.

18.4. The Buyer accepts and acknowledges that any such marketing promotion and/or case study shall be in the sole ownership of the Seller and the Buyer shall not use the same for its own purposes unless agreed by the Seller in Writing.

19. Limitation of Liability

19.1. The Seller shall not be responsible for any incompatibility of use issues or held liable to the Buyer by reason of any representation or any implied warranty, condition or other term or any duty of common law, which arise out of or in connection with the supply of Goods or their use or resale by the Buyer of whatsoever nature, save for as expressly set out in these Conditions.

19.2. Any liability of the Seller in connection with claims made under a contract formed under these Conditions, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall not exceed the price of the Goods actually paid by the Buyer.

19.3. The Seller shall under no circumstances whatsoever be liable to the Buyer, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, for any loss of profit, or any indirect or consequential loss arising under or in connection with a contract formed under these Conditions, even if the Seller was aware of the possibility and/or scope of such damages at any time;

19.4. Notwithstanding any other provision in these Conditions, nothing shall limit or exclude the Seller's liability for:

a) death or personal injury caused by its negligence, or the negligence of its employees, agents or subcontractors (as applicable);

b) fraud or fraudulent misrepresentation;

c) breach of the terms implied by section 12 of the Sale of Goods Act 1979;

d) defective products under the Consumer Protection Act 1987; or

e) any matter in respect of which it would be unlawful for the Seller to exclude or restrict.

20. Force Majeure

20.1. The Seller shall not be liable to the Buyer or held to be in breach of the contract by reason of any delay in performing or failure to perform any of the Seller’s obligations in respect of the Goods if such delay or failure was caused by a Force Majeure Event. A Force Majeure Event means any event beyond a party's reasonable control, which by its nature could not have been foreseen, or, if it could have been foreseen, was unavoidable, including without limitation strikes, lock-outs or other industrial disputes (whether involving its own workforce or a third party's), failure of energy sources or transport network, acts of God, war, terrorism, riot, civil commotion, interference by civil or military authorities, national or international calamity, armed conflict, malicious damage, breakdown of plant or machinery, nuclear, chemical or biological contamination, sonic boom, explosions, collapse of building structures, fires, floods, storms, earthquakes, loss at sea, epidemics or similar events, natural disasters or extreme adverse weather conditions, or default of suppliers or subcontractors.

21. Notices

21.1. Any notice required to be given by the Buyer to the Seller shall only be valid if provided in Writing, addressed to the Seller at his registered office or principal place of business and shall be delivered personally or sent by first class pre-paid recorded delivery mail.

22. Entire Agreement

22.1. Any contract created under these Conditions shall constitute the entire agreement between the Parties in relation to the sale of the Goods in question.

22.2. Each Party acknowledges and agrees that it has not relied on any representation, warranty or undertaking (whether written or oral) in relation to the subject matter of any contract formed under these Conditions and therefore irrevocably and unconditionally waives any rights it may have to claim damages against the other Party for any misrepresentation or undertaking (whether made carelessly or not) or for breach of any warranty unless the representation, undertaking or warranty relied upon is set out in any contract formed under these Conditions or unless such representation, undertaking or warranty was made fraudulently.

23. Severance

23.1. If any court or competent authority finds that any provision of these Conditions (or part of any provision) is invalid, illegal or unenforceable, that provision or part-provision shall, to the extent required, be deemed to be deleted, and the validity and enforceability of the other provisions of the Conditions shall not be affected.

23.2. If any invalid, unenforceable or illegal provision of the Conditions would be valid, enforceable and legal if some part of it were deleted, the provision shall apply with the minimum modification necessary to make it legal, valid and enforceable.

24. Waiver

24.1. A waiver of any right or remedy under these Conditions is only effective if given in Writing and shall not be deemed a waiver of any subsequent breach or default.

24.2. No failure or delay by a Party to exercise any right or remedy provided under these Conditions or by law shall constitute a waiver of that or any other right or remedy, nor shall it preclude or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall preclude or restrict the further exercise of that or any other right or remedy.

25. Third Party Rights

25.1. A person who is not a Party to any Contract created under these Conditions has no right under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of such contract but this does not affect any right or remedy of a third party which exists or is available apart from that Act

26. Variation

26.1. Except as set out in these Conditions, any variation to a contract formed under these Conditions, including the introduction of any additional terms and conditions, shall only be binding when agreed in Writing and signed by an authorised signatory of the Seller.

27. Governing Law

27.1. These Conditions and any contracted formed hereunder, or any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims), shall be governed by, and construed in accordance with, English law, and the parties irrevocably submit to the exclusive jurisdiction of the courts of England & Wales.