الشروط التجارية

1.1 In these terms, “Vertex”, “we” and “us” mean Vertex Procurement Ltd, a company being registered in England and Wales. “You” means the business that accepts a quotation from us.

1.2 “Goods” means the products described in the quotation, with their packaging. “Quotation” means a written price offer from us for named Goods, in any form we issue it (a PDF, an email or a page in your account), with a validity date. “Estimate” means a price shown on our website or in an automatically produced document before a Quotation; it is not an offer. “Order” means a Quotation that you have accepted under clause 2. “Specification” means the written description of the Goods in the Quotation, your artwork and drawings, any approved sample, and the agreed AQL. “Factory” means the independent manufacturer that makes the Goods. “Tooling” means dies, moulds, print plates, screens, cutting tools and similar items made to produce Goods to your design. “Incoterm” means a trade term from Incoterms 2020, published by the International Chamber of Commerce, as named in the Quotation. “Deposit” and “Balance” have the meanings given in clause 3.5. “AQL” means the acceptable quality limit used to inspect a batch under clause 6. “Working Day” means a day other than a Saturday, a Sunday or a public holiday in England or in mainland China.

1.3 We sell as principal. We buy the Goods from the Factory and sell them to you. Your contract is with us only. The Factory is not a party to it, and nothing in these terms makes us your agent or the Factory’s.

1.4 These terms are for businesses only. By placing an Order you confirm that you are acting for a business and not as a consumer.

1.5 If documents conflict, the Quotation prevails for price, quantities, Specification, lead time, Incoterm and payment dates, and these terms prevail for everything else. Terms of your own, including those on a purchase order, do not apply, even if you refer to them, unless we agree them in a signed document.

2.1 Prices and lead times on our website are Estimates. They are not offers and do not bind us. Nothing on your quote list is an Order.

2.2 A Quotation is an offer. It stays open for the validity period it states (30 days unless it says otherwise), unless we withdraw it by notice before you accept. We may correct an obvious error in a Quotation before you accept it.

2.3 You accept a Quotation by confirming in writing, before it expires, that you accept it. Email is enough. Every Quotation refers to these terms, and by accepting it you accept them. A contract for the Order is formed when we receive your acceptance. Production does not start until we have received the Deposit and, where the Quotation requires it, your approved artwork or sample (clause 4).

2.4 If we have not received the Deposit within 7 days of our invoice, we may cancel the Order by notice and quote again. The prices in the cancelled Quotation then no longer apply.

2.5 Each Quotation states the minimum order quantity, and a different minimum for Goods that carry your branding. We do not accept an Order below the quantity the Quotation states. Quantity-break prices apply as the Quotation sets out.

2.6 If you ask to change an Order after you have accepted it (quantity, Specification, artwork, colours, packaging or dates), we will tell you within 3 Working Days whether the Factory can do it and what it changes in price and lead time. A change takes effect only when you accept our revised Quotation in writing. You pay any cost the Factory has already incurred because of your earlier instruction.

2.7 We make the Goods to the Specification. Colour, shade, print and finish can differ slightly between batches, screens and print runs. A variation within the tolerances in the Specification, or if there are none, within the normal tolerances for that type of goods, is not a defect. Unless the Quotation says otherwise, we may deliver up to 5% more or 5% less than the ordered quantity and invoice the quantity delivered.

2.8 We may refuse or cancel an Order if we cannot verify your business, if we reasonably suspect fraud or a breach of clause 12, or if the Factory cannot make the Goods to the Specification. If we cancel for one of these reasons before production starts, we refund what you have paid for that Order.

2.9 We sell only as Vertex Procurement Ltd. Until its registration at Companies House is complete and its company number appears at the top of these terms, we do not accept Orders: prices and quotations we send before then are for planning only, they cannot be accepted, and no contract is formed. Once the company is registered, we will send you a fresh Quotation in its name.

3.1 Prices are held in US dollars. If the Quotation shows another currency, it states the exchange rate used, and the amount in that currency is what you pay.

3.2 Prices exclude VAT, sales tax and similar taxes unless the Quotation says they are included. If tax is due on our supply, you pay it in addition against a valid invoice. A Quotation on DDP terms states which duties and import taxes it covers.

3.3 The price covers the items the Quotation lists: the Goods, any Tooling, freight to the Incoterm, and inspection. Anything not listed, such as insurance beyond the minimum for CIF, storage, special packaging, re-inspection or certification testing, is extra and is quoted separately.

3.4 If, after you accept a Quotation and before the Goods ship, a government changes an import or export duty, tariff, tax or customs requirement that raises the cost of the Goods or their delivery, including under DDP, we may pass the extra cost on to you at cost, and we will show you the new figure with evidence. If the increase is more than 5% of the price of the affected Goods, you may cancel the affected part of the Order under clause 10.2.

3.5 Unless the Quotation says otherwise: (a) 30% of the price (the “Deposit”) is due on acceptance, and production starts when we receive it; and (b) the balance (the “Balance”) is due before despatch. We send you the pre-shipment inspection report (clause 6) before the Balance is due, and we ship when the Balance has been received in full. Charges for Tooling and for samples are due as the invoice states.

3.6 Pay by bank transfer to the account shown on our invoice, which is always an account in the name of Vertex Procurement Ltd, in the invoice currency, without set-off or deduction. You bear the charges of your own bank. A payment is made when the full amount reaches our account.

3.7 We do not change our bank details by email. If you receive a message that says our details have changed, do not pay. Confirm the new details with us through a separate channel first, for example by calling the person you have been dealing with.

3.8 If you do not pay an amount by its due date, we may: (a) charge statutory interest and compensation under the Late Payment of Commercial Debts (Interest) Act 1998 from the due date until payment; (b) suspend work on that Order and on any other Order of yours; and (c) hold the Goods. If the Balance is still unpaid 14 days after we tell you the Goods are ready, you pay our reasonable storage costs, and after a further 30 days’ notice we may sell the Goods and apply the proceeds to what you owe, you remaining liable for any shortfall.

3.9 If you dispute an invoice, tell us within 7 days and give your reasons. You pay the undisputed part on time. We do not give credit terms unless we agree them in writing.

4.1 Where an Order needs Tooling, the Quotation states its price. Tooling charges cannot be refunded once the Factory has started making the Tooling.

4.2 Tooling you have paid for is made for your Goods. We will require the Factory not to use it for anyone else without your written consent.

4.3 Tooling stays at the Factory. We will require the Factory to keep it for at least 12 months after the last production run. After that, we may give you 30 days’ notice, and if you do not ask us to keep it or to release it, the Factory may scrap it.

4.4 You may ask for the Tooling to be released to you or to someone you name, once you have paid everything you owe us. We will ask the Factory to agree. Release is subject to the Factory’s agreement and to your paying for packing, transport and export formalities.

4.5 Where Goods carry your branding, production starts only after you approve the artwork proof in writing. Where the Quotation includes a pre-production sample, production starts after you approve it. If you do not approve or reject a proof or sample within 10 Working Days of our request, we may treat it as approved, and the delivery date moves by the days you took.

4.6 An approved proof or sample fixes what it shows. We are not responsible for an error in your artwork that you approved, such as spelling, colours, resolution, dimensions or barcodes.

4.7 We price and invoice each sample request. Sample prices are not listed on our website. You pay for a sample and its delivery before we send it. A sample shows the standard of the product, and production Goods may differ within the tolerances in clause 2.7.

4.8 Sample charges are not credited against a later Order unless the Quotation or the sample invoice says so.

5.1 We deliver under the Incoterm named in the Quotation. If it names none, FOB applies. The Incoterm decides who arranges and pays for each part of the journey, and when risk passes, as this table summarises. Where the Incoterms 2020 rules say something different, the rules prevail.

5.2 After risk has passed to you, you bear the risk of loss or damage even if title has not yet passed. Under EXW, FOB and CIF, the carrier or the insurer, not us, is liable for loss or damage in transit. We will help you make the claim and, under CIF, we will assign you the benefit of the insurance.

5.3 Title to the Goods passes to you only when we have received payment in full of everything you owe us for them, including freight, Tooling and taxes. Until then you must keep the Goods identifiable and insured, must not pledge or charge them, and must let us recover them if you do not pay. You may resell them in the ordinary course of your business.

5.4 Dates in a Quotation are estimates. Production lead time runs from the later of (a) the day we receive the Deposit and (b) your approval of artwork or a sample where one is required. Shipping times depend on carriers, ports, weather and customs, and we do not guarantee them. We tell you promptly if we expect a delay.

5.5 If the Goods are not despatched within 60 days after the estimated despatch date, for a reason within our or the Factory’s control, you may cancel the undelivered Goods by notice, and we refund what you have paid for them (clause 10.2). That is your only remedy for delay, subject to clause 9.1.

5.6 For CIF and DDP, you give us your importer’s details (legal name, address and tax or customs registration number) and the documents we ask for, within 2 Working Days of our request. You are responsible for any licence, permit or registration that importing the Goods needs in your country, unless the Quotation says we are. If customs hold, inspect, fine or refuse the Goods because of the information you gave, a licence you lacked or your Specification, you bear the cost. Under DDP, we or a customs agent we appoint act as importer of record for customs purposes only; you remain the business that places the Goods on the market in your country, responsible there for product-safety, labelling and similar duties (clause 12.3), unless the Quotation says otherwise.

5.7 We may deliver in instalments. Each instalment is invoiced and treated as a separate delivery. A delay in one does not let you cancel the rest.

5.8 If you do not take delivery, do not give us shipping instructions we need, or do not pay on time, we may store the Goods at your cost and risk. Risk passes to you when the Goods are ready for delivery under the Incoterm.

6.1 Before despatch, we inspect the Goods, or have them inspected, by drawing a random sample in line with ISO 2859-1 (single sampling, general inspection level II) and measuring it against the Specification. The AQL is the one stated in the Quotation. If it states none, the default limits are:

6.2 We send you the inspection report, with photographs, before the Balance is due. You may appoint your own inspector, at your cost, to attend, by giving us at least 5 Working Days’ notice. If the two reports differ, we will arrange a joint re-inspection to the same AQL.

6.3 If the sample exceeds the AQL, we will require the Factory to sort, rework or replace the Goods at its cost and to have them re-inspected. We do not ship Goods that failed inspection without your approval. We tell you the revised timing, and clause 5.5 applies if the delay is long enough. If the batch still fails the re-inspection, you may accept it at a price reduction that we agree, or reject the failed Goods, in which case we refund what you paid for them.

6.4 Goods that pass the inspection are taken to meet the Specification as regards defects that an inspection of that kind would be expected to find. Passing does not remove your right to claim under clause 6.5 for defects it could not have revealed, or for Goods that do not match the Specification.

6.5 You must check the Goods on delivery. If they are damaged, short, or do not match the Specification or the inspection result, you must notify us in writing within 30 days of delivery, with photographs, a count and the carton or batch numbers, and you must keep the Goods and their packaging for us to inspect. “Delivery” means the day the Goods reach the place named in the Quotation, or under EXW, FOB and CIF the day they are made available to you at the collection point or the destination port. For a defect that a reasonable check could not have found, you must notify us within 30 days of finding it, and in any case within 6 months of delivery. A claim made after these periods is barred, so far as the law allows.

6.6 We acknowledge a claim within 3 Working Days. Within 10 Working Days of receiving your evidence, we tell you whether we accept it. We may ask for samples, further photographs or a third-party report.

6.7 If Goods do not conform, we will, at our choice, (a) have the Factory replace or repair them at its cost, including freight, (b) refund the price of the non-conforming Goods and the freight paid for them, or (c) agree a price reduction with you. This is your only remedy for non-conforming Goods, but it does not limit any liability that clause 9.1 says cannot be limited.

6.8 Do not return Goods without our written instruction. The remedy in clause 6.7 does not apply to defects caused by wear and tear, misuse, wrong storage, modification, damage after risk has passed to you, variations within clause 2.7, or a fault in a Specification, drawing or artwork you supplied or approved.

6.9 We warrant that, when risk passes to you, the Goods will conform in all material respects to the Specification and will be free from material defects in materials and workmanship. That warranty and the remedies in this clause 6 replace all terms about quality, fitness for purpose, description and sample that the law would otherwise add to these terms, including those in sections 13 to 15 of the Sale of Goods Act 1979, which are excluded so far as the law allows. This does not exclude the term about title in section 12.

7.1 You keep ownership of your artwork, logos, designs, specifications and anything else you give us (“Your Materials”). You give us and the Factory a non-exclusive, royalty-free licence to use them for as long as needed to quote, make, inspect, ship and support the Goods, and to show what we did.

7.2 You promise that you have all the rights you need in Your Materials, and that making, importing and selling Goods to your design will not infringe anyone’s intellectual property rights or break the law.

7.3 You will cover our losses, costs and liabilities, including reasonable legal fees and the cost of Goods seized or destroyed, that arise from a claim that Your Materials, or Goods made to them, infringe a third party’s rights. We may refuse or suspend an Order that we reasonably think infringes.

7.4 All rights in our catalogue, photographs, specifications and price information belong to us or our licensors. You may use them to evaluate our offer. Please ask us before you use them anywhere else.

7.5 The Factory’s own designs and standard products stay the Factory’s. You get no rights in them beyond buying the Goods. We do not knowingly sell counterfeit goods, and we will stop supplying an item if a rights holder gives us a credible notice. Write to legal@vertex-procurement.com.

8.1 Each party will keep confidential the other’s non-public information, including, for you, your Specification, artwork and Order details, and for us, our prices and costs and the identity of the Factory. A party uses the other’s confidential information only to carry out the contract, and tells it only to people who need to know and are bound to keep it confidential, such as employees, advisers, insurers, carriers, customs authorities and, for us, the Factory, or where the law requires. This does not apply to information that is public through no breach, that the recipient already had, that it develops independently, or that it receives lawfully from someone else. It lasts for 5 years after the contract ends.

8.2 We do not disclose the name or address of the Factory, except (a) as needed to meet a legal duty, for example product-safety traceability, customs and origin documents, or a regulator’s request, (b) to your authorised inspector for an inspection, or (c) with our written consent. Where we disclose it, you may use it only for that purpose.

8.3 For 12 months after the date of your last Order for Goods made by a Factory, you will not, without our written consent, directly or through anyone else, buy from that Factory, or ask it to make, the same or substantially similar goods outside our contract. This does not stop you buying from a factory you were already dealing with before we introduced it, if you can show it, or buying similar goods from any other supplier.

8.4 If you breach clause 8.3, we may claim damages, including the profit we would have earned on the orders concerned, in addition to our other rights.

8.5 We do not tell other buyers your prices or your Order details.

9.1 Nothing in these terms limits or excludes liability for death or personal injury caused by negligence, for fraud or fraudulent misrepresentation, for breach of the term about title in section 12 of the Sale of Goods Act 1979, or for anything else that the law does not allow to be limited or excluded.

9.2 Subject to clause 9.1, our total liability to you for everything connected with an Order, whether in contract, tort (including negligence), breach of statutory duty or otherwise, is limited to the amount you have paid us for that Order.

9.3 Subject to clause 9.1, we are not liable for loss of profit, revenue, sales, business, goodwill or anticipated savings, or for indirect or consequential loss, or for the cost of recalling, withdrawing or replacing goods you have already supplied to your own customers, or for fines or penalties imposed by a regulator, whether or not we could foresee them.

9.4 We are not liable for the acts or omissions of carriers, customs authorities or insurers. We will pass to you any recovery we obtain from them for your Goods.

9.5 We are not liable for loss that comes from your decision to sell the Goods in a market for which they are not suitable or certified (clause 12.3).

9.6 The parties agree that the limits in this clause are reasonable, given the price of the Goods and the risks each party takes.

10.1 You may cancel an Order by written notice, but only as this table allows.

10.2 You may cancel the affected part of an Order by notice, without a cancellation charge, where clause 3.4 (a price increase of more than 5%), clause 5.5 (delay) or clause 11.3 (an event beyond our control lasting more than 60 days) applies. We refund what you have paid for the cancelled Goods.

10.3 Either party may end an Order by notice if the other (a) commits a material breach and, where it can be put right, does not do so within 14 days of a notice asking it to, or (b) becomes insolvent, enters administration or liquidation, or stops trading. We may suspend or end an Order immediately if you do not pay when due, or if we reasonably suspect a breach of clause 12.

10.4 Ending an Order does not affect rights that have already arisen. If we end an Order because of your breach, you pay as set out in the third row of the table in clause 10.1. If you end an Order because of our breach, we refund what you have paid for Goods not delivered.

10.5 Clauses 3 (for amounts already due), 5.3, 7, 8, 9, 10.4, 13, 14 and 15 continue after an Order ends.

11.1 Neither party is in breach for a delay or failure caused by an event beyond its reasonable control. Such events include natural disaster, fire, flood, epidemic, war, terrorism, civil unrest, strikes (other than by that party’s own staff), government action such as export or import bans, sanctions and tariffs imposed after the contract, port, carrier or customs disruption, shortages of power or raw materials affecting the Factory, and failure of utilities or telecommunications. A duty to pay for Goods already delivered is not excused.

11.2 The affected party must tell the other promptly and do what is reasonable to limit the effect. Dates move by the length of the delay.

11.3 If the event lasts more than 60 days, either party may cancel the affected part of the Order by notice. We refund what you have paid for Goods not yet delivered, less costs the Factory has incurred for them that cannot be recovered. Goods that are complete may still be delivered when possible.

11.4 A failure by the Factory is an event beyond our control only if it is itself caused by an event of the kind described in clause 11.1.

12.1 Each party will comply with the laws that apply to it in connection with an Order, including anti-bribery and anti-corruption laws, sanctions and export-control laws, and customs laws.

12.2 You confirm that neither you, nor your owners, nor the destination or end use of the Goods, is subject to sanctions that would make the sale unlawful. We may refuse to supply, cancel an Order or stop a delivery if continuing would break sanctions or other laws, or if we reasonably suspect that it would.

12.3 Unless the Quotation says otherwise, we make the Goods to the Specification and we do not confirm that they meet the safety, labelling, marking, packaging, chemical, electrical or other rules of the country where you sell them, for example product-safety rules, CE or UKCA marking, REACH, FCC or textile labelling. This applies with particular force to Goods for food contact, for medical or protective use, or for children. You are responsible for deciding which rules apply, and for making sure the Goods and their labelling comply before you place them on the market. On request and at your cost we will ask the Factory for test reports and certificates it holds, but we do not promise that they are valid for your market.

12.4 Some goods, for example those with batteries, blades or hazardous materials, need special carriage or permits. We tell you in the Quotation if a product has restrictions, and we may decline to ship goods that carriers or customs will not accept.

12.5 You will give us accurate information about the destination, the importer and the intended use of the Goods, and you will tell us before ordering if the Goods are for food contact, medical or protective use, or children.

13.1 Each party handles the other’s contact details as an independent controller, for the purposes of the contract. Our privacy notice explains how we use personal data.

13.2 You must have the right to give us the personal data of your staff and delivery contacts, and you must tell those people. We pass the Factory and our freight agents only what an Order needs.

14.1 The Quotation and these terms are the whole agreement for an Order. They replace earlier proposals and discussions, and neither party relies on a statement that is not in them. This does not limit liability for fraud.

14.2 We may update these terms for future Orders by publishing the new version on our website. The terms in force when you accept a Quotation apply to that Order. A change to an existing Order needs both parties’ written agreement.

14.3 Notices must be in writing and sent by email, to the address in the Quotation or your account, or for us to legal@vertex-procurement.com. A notice of a claim about Goods goes to sourcing@vertex-procurement.com. An email takes effect on the next Working Day after it is sent, unless the sender gets a failure message.

14.4 You may not assign or transfer your rights or duties without our written consent. We may assign them to a group company or successor, and we may use subcontractors, including the Factory, carriers and inspectors. We remain responsible to you under these terms when we do.

14.5 No one other than you and us has any right under these terms, and the Contracts (Rights of Third Parties) Act 1999 does not apply. In particular, the Factory cannot enforce them.

14.6 A delay in using a right is not a waiver of it. If a part of these terms is invalid, the rest stays in force, and a court may narrow the invalid part so that it is valid.

14.7 These terms are in English, and the English version prevails over any translation. The UN Convention on Contracts for the International Sale of Goods does not apply. Nothing makes either party the partner, agent or employee of the other.

15.1 These terms, every Order, and any dispute or claim connected with them, including non-contractual claims, are governed by the law of England and Wales.

15.2 If a dispute arises, the party raising it writes to the other, and senior people from both sides meet, by video if need be, within 14 days to try to settle it. If it is not settled within 30 days of that letter, either party may start proceedings. This does not stop either party seeking urgent relief from a court, or us claiming unpaid sums.

15.3 The courts of England and Wales have exclusive jurisdiction over any dispute or claim connected with these terms or an Order. This does not stop either party asking any court for urgent interim relief, for example to protect confidential information or intellectual property, or to preserve Goods or money in dispute.