INSIGNIA LTD
TERMS AND CONDITIONS OF SALE
Version 1.0
Effective Date: 1 June 2026
1. DEFINITIONS
1.1 In these Terms and Conditions:
“Company” means Insignia Ltd.
“Customer” means the person, company, charity, NHS organisation or other entity purchasing Goods or Services from the Company.
“Goods” means all promotional merchandise, branded products, apparel, print, display items, awards, badges, gifts, marketing materials and any other products supplied by the Company.
“Services” means sourcing, procurement, artwork management, project management, delivery and any related services provided by the Company.
“Order” means any order placed by the Customer and accepted by the Company.
2. BASIS OF CONTRACT
2.1
These Terms and Conditions apply to all quotations, Orders and contracts for the supply of Goods and Services by the Company.
2.2
Any variation to these Terms shall only be valid if agreed in writing by a Director of the Company.
2.3
The Customer’s Order constitutes an offer to purchase Goods or Services in accordance with these Terms.
2.4
No contract shall exist until the Company has accepted the Order in writing by email, quotation acceptance, order acknowledgement or invoice.
2.5
These Terms shall prevail over any terms proposed by the Customer unless expressly agreed in writing.
3. QUOTATIONS AND PRICING
3.1
Quotations remain valid for 30 days unless otherwise stated.
3.2
All prices are exclusive of VAT unless specifically stated otherwise.
3.3
Prices are based on supplier, manufacturing, freight and exchange rate costs applicable at the date of quotation.
3.4
Delivery charges, artwork charges, origination costs and setup charges may be charged separately unless specifically included within the quotation.
3.5
Where Goods are sourced from overseas manufacturers, the Company reserves the right to amend pricing prior to production in the event of significant increases in freight charges, customs duties, tariffs, import taxes, exchange rate fluctuations or other external costs beyond the Company’s reasonable control.
3.6
The Company will notify the Customer of any such adjustment before production commences and provide supporting information where reasonably requested.
3.7
If the Customer does not accept the revised pricing, either party may cancel the Order without further liability, provided production has not commenced.
4. ORDERS AND ARTWORK APPROVAL
4.1
The Customer is responsible for ensuring all Order details, quantities, artwork, specifications and delivery information are correct.
4.2
No production shall commence until artwork approval has been received where applicable.
4.3
Approval of artwork constitutes acceptance of all details shown on the proof, including:
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Colours
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Positioning
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Dimensions
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Spelling
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Product specifications
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Quantities
4.4
Once artwork has been approved and production has commenced, cancellation charges may apply.
4.5
The Company shall not be liable for errors contained within artwork approved by the Customer.
4.6
Orders for bespoke, custom-manufactured or personalised products may not be cancelled once artwork approval has been received and production has commenced.
4.7
Where an Order is cancelled after acceptance, the Customer shall be liable for all costs incurred by the Company up to the date of cancellation, including but not limited to artwork, setup charges, materials, production costs, freight costs and administrative costs.
4.8
The Company reserves the right to invoice such costs immediately upon cancellation.
5. INTELLECTUAL PROPERTY AND CUSTOMER MATERIALS
5.1
The Customer warrants that it owns or has permission to use all logos, trademarks, images, artwork, designs and content supplied to the Company.
5.2
The Customer shall indemnify the Company against any claim arising from the use of materials supplied by the Customer.
5.3
Unless otherwise agreed in writing, artwork, visuals and creative materials produced by the Company remain the property of the Company until paid for in full.
5.4
Dies, moulds, tooling, screens, setup materials and origination equipment remain the property of the Company unless otherwise agreed in writing.
6. PRODUCT SPECIFICATIONS AND MANUFACTURING TOLERANCES
6.1
Product descriptions, images, visuals, samples and illustrations are provided for guidance only.
6.2
Due to manufacturing processes, reasonable variations in colour, size, finish, material, print positioning and appearance may occur.
6.3
Such variations shall not constitute a defect.
6.4
Due to differences in manufacturing processes, substrates, materials and production methods, exact colour matching cannot be guaranteed unless specifically agreed in writing. Colours shown on visual proofs, screens, printed materials or previous production runs may vary from the finished product.
6.5
Natural variations in materials, finishes and manufacturing processes shall not constitute a defect where such variations fall within normal industry tolerances.
7. QUANTITY VARIATIONS
7.1
For bespoke, custom-manufactured or imported products, quantities supplied may vary by up to 10% above or below the quantity ordered unless otherwise agreed in writing.
7.2
The Customer shall be invoiced for the actual quantity supplied.
8. DELIVERY
8.1
Delivery dates are estimates only and are not guaranteed.
8.2
The Company shall not be liable for delays caused by suppliers, manufacturers, carriers, customs authorities or any event beyond its reasonable control.
8.3
Risk in the Goods passes to the Customer upon delivery.
8.4
The Customer shall inspect the Goods immediately upon receipt and prior to use, distribution or onward supply.
8.5
Any shortages, damage, defects or discrepancies must be notified to the Company in writing within 48 hours of delivery. Failure to do so shall be deemed acceptance of the Goods.
8.6
Delivery shall be deemed complete when the Goods have been delivered to the delivery address specified by the Customer.
8.7
Where Goods are ready for delivery but the Customer requests a delay in despatch, the Company reserves the right to charge reasonable storage and handling costs.
8.8
Risk in the Goods shall pass to the Customer from the date the Goods are made available for delivery.
9. PAYMENT
9.1
Payment terms shall be those agreed between the Company and the Customer and stated on the quotation or invoice.
9.2
Where no credit terms have been agreed, payment shall be made prior to production or despatch.
9.3
The Company reserves the right to require full or part payment in advance.
9.4
The Company reserves the right to suspend work or withhold despatch where payments are overdue.
9.5
Interest may be charged on overdue amounts at a rate of 4% above the Bank of England Base Rate.
10. RETENTION OF TITLE
10.1
Ownership of Goods shall remain with the Company until all sums due have been paid in full.
10.2
Until ownership passes, the Customer shall:
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Store Goods separately
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Clearly identify the Goods as belonging to the Company
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Keep the Goods in satisfactory condition
10.3
The Company reserves the right to recover Goods where payment remains outstanding.
11. LIMITATION OF LIABILITY
11.1
The Company’s total liability arising from any Order shall not exceed the total amount paid by the Customer for the Goods or Services supplied under that Order.
11.2
The Company shall not be liable for indirect or consequential losses including:
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Loss of profits
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Loss of revenue
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Loss of business
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Loss of opportunity
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Loss of goodwill
11.3
Nothing in these Terms excludes liability for death or personal injury caused by negligence or any liability which cannot legally be excluded.
12. FORCE MAJEURE
12.1
The Company shall not be liable for any failure or delay in performance arising from events beyond its reasonable control.
12.2
Such events include but are not limited to:
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Supplier failure
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Transport disruption
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Industrial disputes
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Pandemics
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Natural disasters
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War or civil unrest
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Government restrictions
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Import or export restrictions
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Utility failures
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Cyber incidents
13. SUSTAINABILITY AND ETHICAL SOURCING
13.1
The Company seeks to source products responsibly through reputable suppliers and manufacturers.
13.2
Where available, sustainable alternatives and information regarding environmental certifications may be provided to Customers.
13.3
The Company supports responsible sourcing practices and expects suppliers to comply with applicable labour, environmental and ethical standards.
14. DATA PROTECTION
14.1
Each party shall comply with applicable UK data protection legislation, including the UK GDPR and Data Protection Act 2018.
14.2
Personal data shall only be processed where necessary for the fulfilment of the contract.
15. CONFIDENTIALITY
15.1
Both parties shall keep confidential any commercially sensitive information obtained during the course of the business relationship.
15.2
This obligation shall survive termination of the contract.
16. GENERAL
16.1
Failure by either party to enforce any provision of these Terms shall not constitute a waiver of that provision.
16.2
If any provision is found to be unenforceable, the remaining provisions shall remain valid.
16.3
These Terms apply solely to business-to-business transactions and do not affect statutory rights applicable to consumers.
17. GOVERNING LAW
17.1
These Terms and Conditions shall be governed by and construed in accordance with the laws of England and Wales.
17.2
The courts of England and Wales shall have exclusive jurisdiction in relation to any dispute arising under these Terms.
Insignia Ltd
PO Box 891
Bury St Edmunds
Suffolk
IP33 9RN
Email: info@insigniauk.com
Telephone: 0345 200 4049
Website: www.insigniauk.com
Version 1.0 – Effective 1 June 2026
