*if purchased under loan agreement.
Terms & Conditions of Sale
These Terms and Conditions govern the supply of Goods by Lm Blasting Limited trading as Positive ID Labelling Systems trading as Nutridata.co.uk pursuant to website orders and orders placed in person, via this website, by telephone, post, facsimilie or e-mail. Defined terms appear at the end of this document.
By submitting Your order to Us, you formally defer any Terms and Conditions otherwise imposed (in your normal course of business) on Your Suppliers such that the Terms and Conditions set out herein supersede all others. When you do not secure formal written acceptance of Your Terms and Conditions from Us prior to ordering, You acknowledge the primacy of Our Terms and Conditions.
1. Contract Process
a. Where You submit Your Order to Us on our Websites or by e-mailing Your Order direct to Us:
i. You will be notified separately if the Goods are unavailable or if Your Order cannot be fulfilled for any other reason.
ii. If at any time you wish to alter the details of your Order, please contact us using the contact form on the contact page. You will not normally be able to alter the details of the Order once the Order has been placed in Production.
iii. A binding contract is formed when We have received your Order.
b. Where You submit Your Order to Us by telephone or by post or in person:
i. You will be notified if the Goods are unavailable or if your Order cannot be fulfilled in accordance with these terms for any other reason.
ii. A binding contract is formed when We have received your Order.
iii. Where artwork is requested, a binding artwork contract is formed upon placing your Order and as defined in Paragraph 8.
c. All Goods associated with all Orders are subject to our Retention of Title terms set out in Section 5 of these Terms and Conditions.
2. Obligation to Supply
a. We are only liable to supply You with those Goods which:
i. You describe accurately in your Order; and
ii. are in stock at the time of receipt of Your Order; or
iii. can be manufactured by us at the time of receipt of Your Order
b. Where You do not accurately describe the Goods, You authorise us to use Our reasonable judgement to supply the correct Goods but You shall not rely on Our skill or judgment in selecting the Goods.
c. We will accept the return of the Goods to Us and issue You a credit invoice only if the Goods delivered do not match the description given in Your Order.
d. Hardware Sales:
i. We accept the return of faulty hardware within 30 days of receipt by You in their original packaging fit for resale.
ii. We will pay the return carriage for faulty Goods.
iii. If We find returned Goods are not found to be faulty, You will be invoiced for carriage and return carriage. We will not return the Goods until the additional carriage charges are paid in full.
iv. We do not accept the return of Goods for any reason other than them being faulty, without prior Agreement.
v. In the event of accepting the return of non-faulty Goods, all returned Goods must be returned at Your cost, in their original packaging and fit for resale.
vi. The return of non-faulty Goods is subject to a restocking fee of 20% or £50, whichever is the greater value. This will be deducted from any refund paid by Us to You.
vii. All refunds will be credited to the Bank Account, Debit Card, Credit Card or Payee from which the original payment was received. The company will not give cash refunds.
a. In keeping with standard print industry practices, You accept “over runs” or “under runs” that do not exceed 10% of the quantity ordered on all jobs.
i. We will bill for actual quantity delivered within this tolerance.
ii. If You require a guaranteed quantity, the percentage of tolerance must be stated at the time of quotation.
b. We will dispatch the Goods to an address in the United Kingdom during normal business hours within 28 days of the date of receipt of your CONFIRMATION OF ARTWORK.
c. Agreement for delivery of the Goods prior to the 28 days after confirmation of artwork can only be authorized by the Managing Director and Production Manager jointly and in writing.
d. In either case, We will, unless otherwise agreed, dispatch the Goods by standard post and or Courier and charge You our standard handling charge which is subject to VAT.
e. If You request delivery by any other method We will advise You of our handling charge.
f. We reserve the right to deliver Goods in multiple packages which may be delivered on different days and/or by different delivery methods.
g. Where We cannot deliver, whether due to a Force Majeure Event or otherwise, in accordance with the timescales envisaged at 3(a) and 3(b) above, We will advise You and give You a revised delivery date. We may make a partial delivery of your Order where not all items are available.
h. We will arrange the return of the Goods and issue You a credit invoice where We are responsible, and You have been charged, for a duplicated delivery.
i. We may refuse to accept the return of any duplicate Order or to issue You a credit invoice where, in our reasonable opinion, the Goods were delivered in accordance with a valid Order. In those circumstances, unless we agree otherwise, You will remain liable to pay Us the Price together with the delivery fee and any other applicable taxes or duties in accordance with clause 7.
j. Where We do accept the return of duplicated Goods delivered in accordance with a valid Order, We reserve the right to apply an administration charge of 20% of the total value of the Order or £50, whichever is the greater.
4. Damage or Loss in Transit
a. We will replace at no extra cost to You any Goods (including Goods despatched under a Standing Order or a Subscription) damaged on or before delivery, provided that You notify Us of the damage by telephone or in writing within 24 hours of receipt of the Goods.
b. Subject to clause 4(a) above, We will replace at no extra cost to You, any Goods which in Our reasonable opinion have been lost in transit provided that You notify us by telephone or in writing if the Goods fail to arrive within 28 days after the last anticipated delivery date.
c. Where Goods are despatched to You direct from Us, the company’s policy stated above, as regards all claims for items damaged or lost in transit shall apply.
5. Ownership of the Goods: Retention of Title
a. The risk in the Goods shall pass from Us to You upon delivery of such Goods to You.
b. However, notwithstanding delivery and the passing of risk in the Goods, title and property in the Goods, including full legal and beneficial ownership, shall not pass to You until We have received in cash or cleared funds payment in full for all Goods delivered to You under this and all other contracts between Us and You for which payment of the full price of the Goods thereunder has not been paid.
c. Payment of the full price of the Goods shall include the amount of any interest or other sum payable under the terms of this and all other contracts between Us and You under which the Goods were delivered.
d. Acceptance of the Goods Constitutes Agreement with the Retention of Title Terms.
e. Until ownership of the Goods has passed to You:
i. You are responsible for taking all necessary steps to prevent damage, loss or harm to the Goods and you shall insure the Goods at Your expense and for Our benefit; and
ii. You will hold the Goods as bailee and will resell them on Our behalf as Our agent only if we instruct you to do so.
f. If You become insolvent before We have received full payment for the Goods, We may at Our discretion take the Goods back at Your expense and You agree to:
i. Secure the Goods and store them separately from other Goods ensuring they are clearly identified as Our property; and
ii. You will immediately inventorise the Goods and supply Us with a copy of the inventory; and
iii. Grant Us access the Company’s premises at a time to be arranged, to inspect the Stock and make arrangements for its removal
I. Printed and Self Adhesive Goods
a. Subject to clause 6(b), We warrant that the Goods are of a satisfactory quality and reasonably fit for their normal purpose (subject to your specification at time of order). We do not give any other warranties in respect of the Goods, their condition or delivery, and any warranties implied by statute are excluded to the fullest extent permissible under law.
b. We do not offer any warranties as to the accuracy or completeness of the information contained in any of the Goods.
c. These Terms and Conditions do not affect any statutory rights You may have.
d. If you believe that the Goods are not of a satisfactory quality, You may, within 7 days of delivery, notify Us in writing stating the reason for Your dissatisfaction. If we authorise return of the Goods and they are returned to Us in their original condition and at Your expense, We will promptly replace them or refund the Price of such Goods.
a. All new hardware is warranted for 12 months to be of satisfactory quality and fit for purpose.
b. All re-conditioned (2nd user) hardware is warranted for 3 months to be of satisfactory quality and fit for purpose.
c. Hardware warranty is subject to fair wear and tear. Damage caused by mis-use of equipment is not warranted in any way.
d. Hardware consumables (e.g. Thermal Transfer Ribbons, Ink Rollers) are exempt from warranty unless specified within Your Order. Specifically, Direct Thermal Print Heads are warranted for 12 months or 26km use, whichever comes first.
a. All invoices are issued pursuant to the Late Payment of Commercial Debts (Interest) Act 1998 (See www.payontime.co.uk)
b. You shall pay Our invoice for the Price of the Goods in accordance with the terms prescribed in Our invoice, unless Our Managing Director or Credit Controller has agreed otherwise in writing.
c. If You do not pay any sums due hereunder by the due date for payment, We may charge a
i. £40 administrative surcharge for debts up to £999.99
ii. £70 administrative surcharge for debts up to £9999.99 and
iii. £100 administrative surcharge for debts exceeding £9999.99 and
iv. In all cases charge interest on any outstanding amount at the rate of 2% per month above the base rate of the Bank of England from the due date for payment to the date payment is made.
d. All payments shall be made in Great British Pounds (£s) sterling.
e. Cheques should be made payable to “Lm Blasting Limited trading as Positive ID Labelling Systems trading as Nutridata.co.uk”
f. You are responsible for paying any bank or transmission charge in addition to the Price.
8. Intellectual Property Rights
a. You will not do, or permit to be done, anything that may detrimentally affect Our copyright, trade marks or any other intellectual property rights in the Goods.
b. All artwork prepared for You by Us to fulfil your Order, irrespective of format, remains the property of Us unless express consent to transfer copyright ownership is given in writing by Us.
c. Unless otherwise specified in writing, any artwork completed by Us (or our third party contractors) for You to fulfil your Order is chargeable in the event that:
i. you do not to proceed with the Order; or
ii. if artwork requires more than 1 hour labour
d. Unless otherwise specified, artwork shall be charged at £45 per hour or part thereof and will be identified on the Artwork Proofs We provide and designated as the “Nil Order Value”.
9. Cancellation of Order
a. You may cancel your order
i. at any stage before the Goods have been placed in Production
ii. where we have failed to deliver Goods described within the time limits set out in these Terms and Conditions
b. We reserve the right to cancel your order
i. at any stage before being placed in Production.
ii. If we find that we are unable to make the product to the specification required.
iii. If we find that the production cost of the product becomes uneconomic.
iv. where we have failed to deliver Goods described within the time limits set out in these Terms and Conditions.
10. Waiver & Severability
a. Our failure to exercise or delay in exercising any of Our rights or remedies under these Terms and Conditions does not constitute a waiver of such rights or remedies.
b. If any provision of these Terms and Conditions is found by a court or administrative body of competent jurisdiction to be invalid or unenforceable, it shall not affect the other provisions of these Terms and Conditions which shall remain in full force and effect.
a. Apart from Orders placed pursuant to clause 1 above, any notices, request or other communication required under these Terms and Conditions shall be in writing, and may be delivered by post or facsimile.
b. Notices will be deemed to be delivered within 48 hours of posting where they are delivered by ordinary first class mail to an address within the UK and within five working days of posting where there are delivered by air mail to an address outside of the UK or,
c. where they are sent by fax, on receipt of a successful facsimile transmission report
d. where they are sent by email, on transmission of said email
e. Notices shall be delivered to Us at the address set out in these Terms and Conditions and to You at the address to which the invoice is sent or such other address as either party notifies from time to time.
a. These Terms and Conditions are the only terms which apply to this Contract. Any variation to these Terms and Conditions is valid only if it is agreed in writing by Our Managing Director, Head of Sales or Our Credit Controller.
a. The headings used in these Terms and Conditions are for guidance only and shall not affect the interpretation of these Terms and Conditions.
14. Governing Law and Language
a. These Terms and Conditions shall be governed by English Law and shall be subject to the non-exclusive jurisdiction of the English courts.
b. These Terms and Conditions are written in the English language and all notices and communications shall be in the English language. In the event that these Terms and Conditions are translated into another language, the English language text shall prevail.
15. Consequential Loss
a. You agreed that We accept no liability for consequential loss in any form.
In these and any other terms and conditions included in the Contract, the expressions listed below shall have the following meanings:
“Contract” means the agreement between Us and You, which includes these Terms and Conditions, made by Our acceptance of your Order.
“Customer, (You, Your)” means whoever places the Order for the Goods with Us.
“Consumer” means any Customer who is a natural person acting for purposes which are outside his business.
“Production” means the process producing your Order which includes the administrative tasks associated with the timely management of your Order.
“Effective Start Date” means the date of delivery of the first item of the Goods under a Subscription or Standing Order.
“Force Majeure Event” means any circumstances beyond Our reasonable control, including (but not limited to) accidents, flood, fire, natural disasters, industrial disputes, as a result of which the Goods are unavailable.
“Goods” means any items offered for sale by Us and requested by You in Your Order.
“Order” means Your request to purchase any Goods. This includes Standing Orders and/or Subscriptions.
“Price” means that amount quoted or in Our current price list from time to time plus delivery costs and any applicable Value Added Tax or other taxes or duties.
“Seller (We, Us, Our)” means LM Blasting Ltd trading as “Positive ID Labelling Systems trading as Nutridata.co.uk” a company registered in England under number 2178668 and whose registered office is at Cofton House, 1 Trent Lane, Kings Newton, Melbourne, Derby DE73 8BT, and its authorised representatives and assignees. Our VAT registration number is 507776913 and our email address is firstname.lastname@example.org
“Standing Order” means Your Order for any Goods during the Term and fitting the description submitted to Us by You in the Order.
“Subscription” means Your Order for specific Goods to be provided periodically during the Term.
“Term” means the period of 12 calendar months commencing on the date of the first delivery of the whole or any part of the Goods or any subsequent anniversary thereof.
“Website” means Our website to be found at www.nutridata.co.uk
Nutridata License Summary
• License does not expire.
• Commercial use allowed
• Cannot modify source-code for any purpose (cannot create derivative works)
• Parts of the software are provided under .NET Framework version 4.0 License agreement.
Nutridata by Positive ID Labelling – Terms and conditions
a. This Agreement, coming into effect by the acceptance of these terms by installing the software governs the relationship between YOUR COMPANY and/or YOU, a Business Entity or individual, (hereinafter: Licensee) and LM Blasting Ltd. Trading as Positive ID Labelling trading as Nutridata.co.uk, a duly registered company in whose principal place of business is Castle Lane, Melbourne, Derby, DE73 8JB (hereinafter: Licensor). This Agreement sets the terms, rights, restrictions and obligations on using Nutridata by Positive ID Labelling (hereinafter: The Software) created and owned by Licensor, as detailed herein.
2. License Grant:
a. Licensor hereby grants Licensee a Personal, Non-assignable & non-transferable, Commercial, Royalty free, Without the rights to create derivative works, Non-exclusive license, all with accordance with the terms set forth and other legal restrictions set forth in 3rd party software used while running Software.
i. Limited: Licensee may use Software for the purpose of:
1. Running Software on Licensee’s computer;
2. Publishing Software’s output to Licensee and 3rd Parties;
3. This license is granted according to the fee agreement, as long as you do not materially breach it.
4. Non Assignable & Non-Transferable: Licensee may not assign or transfer his rights and duties under this license.
5. Commercial, Royalty Free: Licensee may use Software for any purpose, including paid-services, without any royalties
3. Term & Termination:
a. The Term of this license shall be until terminated. Licensor may terminate this Agreement, including Licensee’s license in the case where Licensee :
i. became insolvent or otherwise entered into any liquidation process; or
ii. exported The Software to any jurisdiction where licensor may not enforce his rights under this agreement in; or
iii. Licensee was in breach of any of this license’s terms and conditions and such breach was not cured, immediately upon notification; or
iv. Licensee in breach of any of the terms of clause 2 to this license; or
v. Licensee otherwise entered into any arrangement which caused Licensor to be unable to enforce his rights under this License.
a. In consideration of the License granted under clause 2, Licensee shall pay Licensor a fee, via Credit-Card, PayPal or any other mean which Licensor may deem adequate. Failure to perform payment shall construe as material breach of this Agreement.
5. Data Storage:
a. The Licensee agrees to store a copy of their ingredient, recipe and product data (hereinafter: Licensee’s Data) on the Licensor’s computer systems.
b. The Licensor agrees to provide reasonable backups of the Licensee’s Data.
c. The Licensor grants the Licensee the right to download, unmolested, a full copy of their data in a format of the Licensor’s choosing (Microsoft Excel).
d. The Licensee hereby grants Licensor a Perpetual, Non-assignable & non-transferable, Commercial, Royalty free, Without the rights to create derivative works, Exclusive license, to copy, store, exploit and re-distribute the Licensee’s data as they see fit.
e. The Licensee indemnifies the Licensor against data loss of the Licensee’s Data.
6. Upgrades, Updates and Fixes:
a. Licensor may provide Licensee, from time to time, with Upgrades, Updates or Fixes, as detailed herein and according to his sole discretion. Licensee hereby warrants to keep The Software up-to-date and install all relevant updates and fixes, and may, at his sole discretion, purchase upgrades, according to the rates set by Licensor. Licensor shall provide any update or Fix free of charge; however, nothing in this Agreement shall require Licensor to provide Updates or Fixes.
b. Upgrades: for the purpose of this license, an Upgrade shall be a material amendment in The Software, which contains new features and or major performance improvements and shall be marked as a new version number. For example, should Licensee purchase The Software under version 1.X.X, an upgrade shall commence under number 2.0.0.
c. Updates: for the purpose of this license, an update shall be a minor amendment in The Software, which may contain new features or minor improvements and shall be marked as a new sub-version number. For example, should Licensee purchase The Software under version 1.1.X, an upgrade shall commence under number 1.2.0.
d. Fix: for the purpose of this license, a fix shall be a minor amendment in The Software, intended to remove bugs or alter minor features which impair the The Software’s functionality. A fix shall be marked as a new sub-sub-version number. For example, should Licensee purchase Software under version 1.1.1, an upgrade shall commence under number 1.1.2.
a. Software is provided under an AS-IS basis and without any support, updates or maintenance. Nothing in this Agreement shall require Licensor to provide Licensee with support or fixes to any bug, failure, mis-performance or other defect in The Software.
b. Bug Notification: Licensee may provide Licensor of details regarding any bug, defect or failure in The Software promptly and with no delay from such event; Licensee shall comply with Licensor’s request for information regarding bugs, defects or failures and furnish him with information, screenshots and try to reproduce such bugs, defects or failures.
8. Feature Request:
a. Licensee may request additional features in Software, provided, however, that
i. Licensee shall waive any claim or right in such feature should feature be developed by Licensor;
ii. Licensee shall be prohibited from developing the feature, or disclose such feature request, or feature, to any 3rd party directly competing with Licensor or any 3rd party which may be, following the development of such feature, in direct competition with Licensor;
iii. Licensee warrants that feature does not infringe any 3rd party patent, trademark, trade-secret or any other intellectual property right; and
iv. Licensee developed, envisioned or created the feature solely by himself.
a. To the extent permitted under Law, The Software is provided under an AS-IS basis. Licensor shall never, and without any limit, be liable for any damage, cost, expense or any other payment incurred by Licensee as a result of Software’s actions, failure, bugs and/or any other interaction between The Software and Licensee’s end-equipment, computers, other software or any 3rd party, end-equipment, computer or services. Moreover, Licensor shall never be liable for any defect in source code written by Licensee when relying on The Software or using The Software’s source code.
a. Intellectual Property: Licensor hereby warrants that The Software does not violate or infringe any 3rd party claims in regards to intellectual property, patents and/or trademarks and that to the best of its knowledge no legal action has been taken against it for any infringement or violation of any 3rd party intellectual property rights.
b. No-Warranty: The Software is provided without any warranty; Licensor hereby disclaims any warranty that The Software shall be error free, without defects or code which may cause damage to Licensee’s computers or to Licensee, and that Software shall be functional. Licensee shall be solely liable to any damage, defect or loss incurred as a result of operating software and undertake the risks contained in running The Software on License’s Server[s] and Website[s].
c. Prior Inspection: Licensee hereby states that he inspected The Software thoroughly and found it satisfactory and adequate to his needs, that it does not interfere with his regular operation and that it does meet the standards and scope of his computer systems and architecture. Licensee found that The Software interacts with his development, website and server environment and that it does not infringe any of End User License Agreement of any software Licensee may use in performing his services. Licensee hereby waives any claims regarding The Software’s incompatibility, performance, results and features, and warrants that he inspected the Software.
11. No Refunds:
a. Licensee warrants that he inspected The Software according to clause 7(c) and that it is adequate to his needs. Accordingly, as The Software is intangible goods, Licensee shall not be, ever, entitled to any refund, rebate, compensation or restitution for any reason whatsoever, even if The Software contains material flaws.
a. Licensee hereby warrants to hold Licensor harmless and indemnify Licensor for any lawsuit brought against it in regards to Licensee’s use of The Software in means that violate, breach or otherwise circumvent this license, Licensor’s intellectual property rights or Licensor’s title in The Software. Licensor shall promptly notify Licensee in case of such legal action and request Licensee’s consent prior to any settlement in relation to such lawsuit or claim.
13. Governing Law, Jurisdiction:
a. Licensee hereby agrees not to initiate class-action lawsuits against Licensor in relation to this license and to compensate Licensor for any legal fees, cost or attorney fees should any claim brought by Licensee against Licensor be denied, in part or in full.
Where you purchase a printing package paid for on a monthly basis, the following loan agreement will be entered into by both You and Us.
THIS LOAN AGREEMENT (this “Agreement”) dated on the date of purchase of a “Nutridata Printing Bundle” consisting of either:
a) D225 SOLO Printer and Label Direct for SOLO Software and a Lifetime Nutridata License.
b) T245C SOLO Printer and Label Direct for SOLO Software and a Lifetime Nutridata License.
c) ME240 SOLO Printer and Label Direct for SOLO Software and a Lifetime Nutridata License.
Hereafter referred to as “PACKAGE A”, PACKAGE B” or “PACKAGE C” as referenced above
LM Blasting Ltd of Croft House, Trent Lane, King’s Newton, Derby, DE73 1BT
Trading as nutridata.co.uk, trading as Positive ID Labelling Systems
Trading at Castle Lane, Melbourne, Derby, ENGLAND, DE73 8JB
OF THE FIRST PART
The purchaser of the Nutridata Printing Bundle System as indicated in the Purchase Order.
OF THE SECOND PART
IN CONSIDERATION OF the Lender loaning certain monies (the “Loan”) to the Borrower, and the Borrower repaying the Loan to the Lender, both parties agree to keep, perform and fulfil the promises and conditions set out in this Agreement:
Loan Amount & Interest
1. The Lender promises to loan
i) £981.00 GBP for PACKAGE A
ii) £1232.50 for PACKAGE B
iii) £1484.00 for PACKAGE C
2. Whichever applies, to the Borrower and the Borrower promises to repay this principal amount to the Lender, with interest payable on the unpaid principal at the rate of 25.00 percent per annum, calculated yearly not in advance. (See Appendix I)
3. This Loan will be repaid in consecutive monthly instalments of principal and interest on the first day of each month commencing the month following execution of this Agreement and continuing until 36 months after the purchase date with the balance then owing under this Agreement being paid at that time.
i) £39.00 per month for PACKAGE A
ii) £49.00 per month for PACKAGE B
iii) £59.00 per month for PACKAGE C
4. At any time while not in default under this Agreement, the Borrower may pay the outstanding balance then owing under this Agreement to the Lender without further bonus or penalty.
5. Notwithstanding anything to the contrary in this Agreement, if the Borrower defaults in the performance of any obligation under this Agreement, then the Lender may declare the principal amount owing and interest due under this Agreement at that time to be immediately due and payable.
6. This Agreement will be construed in accordance with and governed by the laws of Country of England.
7. All costs, expenses and expenditures including, without limitation, the complete legal costs incurred by enforcing this Agreement as a result of any default by the Borrower, will be added to the principal then outstanding and will immediately be paid by the Borrower.
8. This Agreement will pass to the benefit of and be binding upon the respective heirs, executors, administrators, successors and permitted assigns of the Borrower and Lender. The Borrower waives presentment for payment, notice of non-payment, protest, and notice of protest.
9. This Agreement may only be amended or modified by a written instrument executed by both the Borrower and the Lender.
10. The clauses and paragraphs contained in this Agreement are intended to be read and construed independently of each other. If any term, covenant, condition or provision of this Agreement is held by a court of competent jurisdiction to be invalid, void or unenforceable, it is the parties’ intent that such provision be reduced in scope by the court only to the extent deemed necessary by that court to render the provision reasonable and enforceable and the remainder of the provisions of this Agreement will in no way be affected, impaired or invalidated as a result.
11. Headings are inserted for the convenience of the parties only and are not to be considered when interpreting this Agreement. Words in the singular mean and include the plural and vice versa. Words in the masculine mean and include the feminine and vice versa.
12. This Agreement constitutes the entire agreement between the parties and there are no further items or provisions, either oral or otherwise.
Payment Schedule for PACKAGE A (GBP)
Total Interest Charge: £423.12
Total Payable: £1404.00
Payment Schedule for PACKAGE B (GBP)
Total Interest Charge: £531.63
Total Payable: £1764.00
Payment Schedule for PACKAGE C
Total Interest Charge: £640.11
Total Payable: £2124.00