Terms & Conditions

1. General

1.1. These terms and conditions apply to our sale of Products to you unless we have agreed different terms with you in writing.

1.2 By ordering Products from us, you will be deemed to have understood and accepted these terms.

1.3 We reserve the right to change these terms and conditions from time to time; however, any changes will not apply to any orders that we have accepted before any changes are made.

2. Definitions

In these terms and conditions, the following definitions apply:

Definition	Meaning
Defect(s)	A Product which fails to comply with clause 8.1.
Delivery Point	The delivery address specified in your order (or an alternative delivery address) that has been accepted by us.
Intellectual Property Rights	All copyright, database rights, design rights, trade marks, trade names, utility models, patents, domain names and any other intellectual property rights of a similar nature (whether or not registered) subsisting anywhere in the world in or associated with the Products.
Product(s)	The product(s) specified in your order.
Specification	The specification of the Product(s) that we agree with you in writing from time to time.

3. Website orders

3.1 Our website contains straightforward instructions for ordering Products from us through our website. You place an order on our website by pressing the proceed to checkout button at the end of the checkout process. Your order shall be treated as an offer to contract with us on these terms.

3.2 We will acknowledge your order by sending you an order confirmation email. This is not an order acceptance. We do not accept your order or enter into a contract with you until we have dispatched the Products.  Before the Products are dispatched, we have the right to decline your order for any reason.

3.3 If we cannot supply you with the Product you ordered for any reason, we will notify you of this in writing. If you have already paid for the Product, we will promptly refund you. 

3.4 Dispatch confirmation email sent, will be sent in email format.

4. Non-website orders

4.1 For non-website orders, you will be required to complete and send us a written order form. Your order shall be treated as an offer to contract with us on these terms.

4.2 We will acknowledge your order by sending you an order confirmation email. This is not an order acceptance. We do not accept your order or enter into a contract with you until we have dispatched the Products.  Before the Products are dispatched, we have the right to decline your order for any reason.

5. Order reference

We will apply an order reference to each order that we receive from you, and we will inform you of the order reference as soon as reasonably practicable. The order reference must be used to identify each order from the time at which the order reference is known to it.

6. Delivery of the Products

6.1. Delivery charges and timescales vary depending on the value of your order and the Delivery Point. Our current delivery charges, and estimated delivery times, are as follows:

Delivery area	Order value	Delivery charge (plus VAT or equivalent tax)	Delivery time
UK and Eire	£125 and above	Free	Around 2 days
UK and Eire	Less than £125	£9.95	Around 2 days
International delivery – rest of EU			Around 4 days

6.2. Delivery or performance dates are approximate only and, unless otherwise expressly stated, time is not of the essence for delivery of the Products.

6.3. Delivery of the Products shall take place at the Delivery Point. We may accept a change to the Delivery Point at our sole discretion.

6.4. We will arrange suitable transport to the Delivery Point. We may affect delivery in one or more instalments.

6.5. You may return unopened Products to us in their full pack quantities, unused and undamaged in their original packaging, within 14 working days. In order for us to process any returns, you must contact us for a returns number. Products must be returned to us at Airpacksystems. Unit 10 Bilton Road. Basingstoke. Hampshire. RG24 8LJ

6.6. Where Products are returned to us under clause 6.5, we will provide you with a refund, minus a re-stocking administration fee of 15% of the price which you paid for the Products returned to us, within 14 working days. Any delivery charges are non-refundable.

6.7. You must check all Products you receive against your order and notify us in writing within a reasonable time if there are any Defects.

6.8. If you provide us with written notice of Defects within a reasonable time:

6.9. we may, within 7 working days of us receiving your written notice, require you to return the relevant Products (unaltered and unrepaired) to us for inspection; and

6.10. in respect of any Defects (where these have not been altered or repaired, or where the defect(s) are not so minor that rejection would be unreasonable), we will within 14 working days of your written notice, or the return of the Defects to us (whichever is later):

6.11. supply you with replacement Products, in which case we shall not have any liability to you in respect of the Defects; or

6.12. notify that we are unable to supply replacement Products, in which case we will refund you the price that you paid for the Defects, plus any delivery charges which you would not have paid to us but for the Defects. 

6.13. We shall be entitled to deduct from any refund provided to you under clause 6.8(b) (ii), the loss of any value to the Products resulting from any handling of the Products which was more than necessary to establish the nature, characteristics and functioning of the Products.

6.14. If you do not provide us with written notice in accordance with clause 6.8, you will be deemed to have accepted delivery of the Products and we shall have no liability to you in respect of that delivery.

6.15. We will refund you any reasonable costs that you incur returning any Defects to us; however, we will not be responsible for any loss or damage to the Products in transit. If returned Products are lost or damaged in transit, we reserve the right to charge you (or not refund any amounts attributable) to such loss or damage.

7. Payment

7.1. We may have different payment terms for different customers. The payment terms contained in this clause 7 apply unless we agree different payment terms with you in writing.

7.2. Payment must be in sterling unless we agree an alternative currency with you in writing. 

7.3. During our website checkout process, and for certain non-website orders, you will be required to provide us with your payment details. You confirm that any credit or debit card which you use is yours. All card payments are subject to authorisation by the card issuer.

7.4.  No payment shall be deemed to have been made until we have received payment in cleared funds.

7.5. All amounts of money referred to in these terms shall be interpreted as being amounts exclusive of VAT, any similar tax or any tax that replaces such sales taxes. Any such tax payable in relation to any such amounts shall be paid in addition to those amounts. If you are required to withhold or deduct any amount from the payments due to us, you must increase the sum you pay to us by the amount necessary to leave us with an amount equal to the sum we would have received if no such with holdings or deductions had been made.

8. Specification of the Products

8.1. We warrant that all Products that we sell to you shall:

8.2. conform in all material respects to the Specification; and

8.3. be free from defects in design, materials and workmanship and be fit for all purposes for which the Products are ordinarily used and for any particular purpose made known to us which we agree to in writing.

8.4. All warranties or conditions (whether express or implied) as to quality, condition, description, compliance with sample or fitness for purpose (whether statutory or otherwise) other than those expressly set out in these terms are excluded to the fullest extent permitted by law.

8.5. You may reject any Defects, except where the defects are so minor that rejection would be unreasonable. Rejection must take place in accordance with clause 6.8.

9. Title and risk

Title, risk in and responsibility for the Products shall pass to you once they have been delivered to the Delivery Point.

10. Changes

We may on written notice to you elect to alter the Specification of any of the Products:

10.1. provided that the alteration does not materially adversely affect the performance, quality or value of the Products; and

10.2. if the alteration does not fall within sub-clause (a) above, you may cancel the part of the order that relates to the varied Products only.

11. Intellectual property rights

11.1. You acknowledge that:

11.2. the Intellectual Property Rights are our (or our licensor’s) property; and

11.3. any reputation in any trade marks affixed or applied to the Products shall accrue to our sole benefit or any other owner of the trade marks from time to time.

11.4. You must not remove any copyright notices, confidential or proprietary legends or identification from the Products.

11.5. You must not use or seek to register any trade mark or trade name (including any company name) which is identical to, confusingly similar to or incorporates any trade mark or trade name which we own or we claim rights in anywhere in the world.

11.6. If at any time it is alleged that the Products infringe the rights of any third party or if, in our reasonable opinion, such an allegation is likely to be made, we may at our option and own cost:

11.7. modify or replace the Products (without reducing the overall performance of the Products) to avoid the infringement;

11.8. or procure a right for you to continue using the Products; or

11.8.i. repurchase the Products for the price which you paid us for the Products (plus a reasonable amount of any delivery charges that you paid to us in respect of the Products), less depreciation at the rate we apply to our own stock.

12. Force majeure 

We shall have no liability for any delay or failure to deliver Products if the delay or failure is wholly or partly caused by circumstances beyond our control.

13. General limitation of liability

13.1. We do not exclude or limit our liability to you where it would be unlawful for us to do so; for example, for death or personal injury caused by our negligence or the negligence of our employees, agents or subcontractors, or for fraud (including fraudulent misrepresentation).

13.2. Subject to clause 13.1 above, our total liability to you in contract, tort (including negligence), misrepresentation or otherwise in relation to these terms shall be limited to the price (plus delivery charges and taxes) which you paid for the Products to which you claim relates. 

13.3. We shall not be liable to you for: 

1.  any economic losses (including without limitation loss of actual or anticipated profit, interest, revenue, anticipated savings or business or damage to goodwill or reputation);
2. any indirect, special or consequential loss or damage;
3. incurring of liability for loss or damage of any nature whatsoever suffered by third parties (including in each case incidental and punitive damages); or
4. loss of data or other equipment or property,

even if we are advised in advance of the possibility of any such losses or damages.

13.4. We shall not be liable for any losses arising from your subsequent use or misuse of the Products where such loss is due to:

1. fair wear and tear;
2. wilful damage;
3. your negligence, or the negligence of your agents or employees, or any failure to follow instructions for the use of the Products;
4. abnormal working conditions that are not referred to in the Specification;
5. any alternation or repair of the Products, except for any latent defect which means that the Product did not comply with the Specification; or
6. any circumstances analogous to those described in sub-clauses (a) – (e) above.

13.5. You acknowledge and agree that the prices for the Products reflect the above limitations of liability. 

14. Website limitation of liability

14.1. Our website is provided on an “as is” basis without any representation, warranty, condition or guarantee whatsoever. It may not be accurate or comprehensive.

14.2. We make no warranty that our website will be uninterrupted, error free, or that the site or server that makes it available are free of viruses or bugs. We will not be responsible or liable to you for any loss of content or material uploaded or transmitted through our website.

15. Assignment

You must not, without our prior written consent, assign, transfer, charge or deal in any other similar manner with your rights, or any part of them, or subcontract any or all of your obligations, under these terms, or purport to do the same. 

16. Severance

The invalidity, illegality or unenforceability of any provision contained in these terms, shall not affect the other provisions which shall be given effect to as if the invalid, illegal or unenforceable provision had been deleted.

17. Waiver

17.1. No waiver of any term, provision or condition shall be effective except where it is clearly made in writing and signed by the waiving party. No waiver of any breach shall be held to be a waiver of any other or subsequent breach.

17.2. No omission or delay on the party of any party in exercising any right, power or privilege pursuant to these terms shall operate as a waiver by it, or of any right to exercise it in the future, or of any other of its rights.

The rights and remedies provided for in, or in connection with, these terms are cumulative and, except where otherwise expressly provided, do not exclude rights and remedies provided by law or otherwise.

18. Notices

18.1. Any notice or other communication to be given under these terms shall be in writing and may be delivered by email, or by hand or pre-paid post (by airmail post if to an address outside the country of posting) to the relevant party’s registered office or last known trading address.

18.2. Any notice delivered by email shall be sent to an authorised email address confirmed in writing by the other party from time to time.

18.3. Any notice or document shall be deemed served:

1. if delivered by email, on the date of the electronic read receipt or on the date of sending where no notice of delay is received by the server;
2. if delivered by hand, at the time of delivery unless delivered after 5:00pm in which case they shall be given on the next working day; and
3. if posted, two working days after posting (five working days if sent by airmail post).

19. Governing law and jurisdiction

These terms are governed by and shall be construed in accordance with the laws of England & Wales. Each party irrevocably submits to the exclusive jurisdiction of the courts of England & Wales over any claim, dispute or matter arising under or in connection with these terms (including non-contractual disputes or claims). 

20. Contact and company details

Please contact us on 01256 300480 if you have any questions about our Products or these terms and conditions.

Our company details are:

Opendoor Print Limited T/A airpacksystems. Unit 10 Bilton Road. Basingstoke. Hampshire. RG24 8LJ.

Registered office: University House, Oxford Square, Oxford Street, Newbury, RG14 1JQ

Registered in England & Wales with the company registration number 06042242.

VAT number GB 919 8804 78