TERMS & CONDITIONS
Henley Albums provides bespoke wedding album services (the Deliverables) exclusively to professional photographers.
These Conditions apply to and form part of the contract (the Contract) between Henley Albums Limited (the Company) and you (the Customer) to the exclusion of all other terms and conditions (including any terms or conditions which you purport to apply under any confirmation of order, specification or other document).
No terms or conditions endorsed on, delivered with, or contained in the Customer’s purchase conditions, order, confirmation of order, specification or other document shall form part of the contract except to the extent that we otherwise agree in writing.
Each ordermade by you shall be an offer to purchase the Deliverablessubject to these Conditions.
You must ensure that the applicable specification to your order is complete and accurate in all respects. For the avoidance of doubt, nothing in any written correspondence between the parties by letter or email before, on or after acceptance shall expressly or by implication form part of and/or be incorporated into any Contract or shall be deemed to vary the Contract (in whole or part) unless such letter or email originates from and is written and sent by a duly authorised officer of the Company.
These Conditions take precedence over your own terms and conditions, including any terms and conditions that may be printed on your order forms or other documentation. In the case of any conflict between these Terms and any other document presented by us, these Conditions shall prevail.
The advertising on our website is an invitation to treat only. They are not an offer to supply Deliverables and are incapable of being accepted by the Customer.
Orders will be accepted and dealt with by payment made upon acceptance. Once the order is placed materials are ordered and work can commence at any time. The Customer acknowledges that the bespoke nature of the Deliverables makes cancellation impossible from the point the order is placed and slight variations from the sales literature may be apparent as a result.
The Company reserves the right without prior notice to discontinue or change specifications and prices on products, programs and services offered without incurring any obligations (although changes to specification and pricing will not affect orders placed prior to the change).
Title in the Deliverables will not pass until they are paid for in full.
The Company accepts card payments. All prices displayed are exclusive of value added taxes where applicable.
You recognise that any default of payment authorises us and third parties acting as our agents to supply and disclose appropriate information relating to you in order to obtain payment. You further acknowledge that we have a legitimate interest in so doing.
DELIVERY & COLLECTION
We endeavour to make all orders within 3 weeks of acceptance but time is not of the essence in relation to the performance or delivery of the Deliverables. The Company shall use its reasonable endeavours to meet estimated dates for delivery and performance, but any such dates are approximate only.
The dimensions of the Deliverables are quoted in our sales literature in all published formats but are a guide only as there can be minor variations in the dimensions of the finished goods owing to the bespoke nature of the product. If you are in any doubt as to whether access is going to be adequate, we advise you to contact the Company beforehand. Risk in the Deliverables will pass to the Customer on delivery.
Due to the bespoke nature of the Deliverables, we are unable to accept returns except where they are deemed to be faulty or damaged in transit.
We take our own intellectual property rights seriously and value that of others’. When you place an order, you warrant that the images used will not infringe upon or violate any contract with a third party or any third party’s rights and that you have full authority to use the image in question. You agree to indemnify the Company against any third party claims (including legal fees) that arise in the event this Condition is breached.
You also warrant that none of the images supplied will be offensive or contrary to public morals. The Company, acting in its sole discretion, expressly reserves the right to refuse your order if this is the case.
The Company makes the Deliverables using printing equipment and materials of the highest standards, but as colours may change over time, colour prints are not guaranteed against change. If in our judgement your image files or album designs may not meet our standards we reserve the right to decline to proceed with the work or to proceed only on the basis that you accept responsibility and will not make any claim for the results
All materials may also vary between production batches, therefore albums supplied may vary slightly in colour and/or finish as an inherent part of the bespoke nature of the Deliverables. We may perform a test printing run for a nominal additional fee if requested to do so; please refer to our FAQs for more information.
Except as set out in this Condition,we give no warranty and make no representation in relation to the Deliverablesandall warranties and conditions (including the conditions implied by ss 12–16 of the Supply of Goods and Services Act 1982 and ss 13–15 of the Sale of Goods Act 1979), whether express or implied by statute, common law or otherwise are excluded to the extent permitted.
INDEMNITY & INSURANCE
The Customer shall indemnify, and keep indemnified, the Supplier from and against any losses, damages, liability, costs (including legal fees) and expenses incurred by the Supplier as a result of or in connection with the Customer’s breach of any of the Customer’s obligations under the Contract.
The Customer shall have in place contracts of insurance with reputable insurers incorporated in the United Kingdom to cover its obligations under the Contract. On request, the Customer shall supply so far as is reasonable evidence of the maintenance of the insurance and all of its terms from time to time applicable.
LIMITATION OF LIABILITY
The extent of the parties’ liability under or in connection with the Contract (regardless of whether such liability arises in tort, contract or in any other way and whether or not caused by negligence or misrepresentation) shall be as set out in this Condition.
The Company’s total liability shall not exceed the order price for the Deliverables. The Company shall not be liable for consequential, indirect or special losses.
The Company shall not be liable to the Customer for any of the following (whether direct or indirect):
- damage of the deliverables after transit and acceptance of delivery
- loss of profit;
- loss or corruption of data;
- loss of use;
- loss of production;
- loss of contract;
- loss of opportunity;
- loss of savings, discount or rebate (whether actual or anticipated);
- harm to reputation or loss of goodwill.
Notwithstanding any other provision of the Contract, the liability of the parties shall not be limited in any way in respect of the following:
- death or personal injury caused by negligence;
- fraud or fraudulent misrepresentation;and
- any other losses which cannot be excluded or limited by applicable law.
Neither party shall be liable if delayed in or prevented from performing its obligations due to an event or sequence of events beyond a party’s reasonable control (after exercise of reasonable care to put in place robust back-up and disaster recovery arrangements) preventing or delaying it from performing its obligations under the Contract, provided that it:
- promptly notifies the other of the Force Majeureevent and its expected duration; and
- uses best endeavours to minimise the effects of that event.
The Company may terminate the Contract at any time by giving notice in writing to the Customer if the Customer:
- stops carrying on all or a significant part of its business, or indicates in any way that it intends to do so;
- is unable to pay its debts either within the meaning of section 123 of the Insolvency Act 1986 or if the Supplier reasonably believes that to be the case;
- becomes the subject of a company voluntary arrangement under the Insolvency Act 1986;
- has a receiver, manager, administrator or administrative receiver appointed over all or any part of its undertaking, assets or income;
- has a resolution passed for its winding up;
- has a petition presented to any court for its winding up or an application is made for an administration order, or any winding-up or administration order is made against it;
- has a freezing order made against it;and/or
- is subject to any recovery or attempted recovery of items supplied to it by a supplier retaining title in those items.
Termination or expiry of the Contract shall not affect any accrued rights and liabilities of the Supplier at any time up to the date of termination.
VARIATION & ASSIGNMENT
No variation of the Contract shall be valid or effective unless it is in writing, refers to the Contract and theseConditionsand is duly signed or executed by, or on behalf of, the Company. The Customer may not assign, subcontract or encumber any right or obligation under the Contract, in whole or in part, without the Company’s prior written consent
The Contract and any dispute or claim arising out of, or in connection with, it, its subject matter or formation (including non-contractual disputes or claims) shall be governed by, and construed in accordance with, the laws of England and Wales.
The parties irrevocably agree that the courts of England and Wales shall have exclusivejurisdiction to settle any dispute or claim arising out of, or in connection with, the Contract, its subject matter or formation (including non-contractual disputes or claims).