CONDITIONS OF SALE
These Conditions have been drawn in the light of the Unfair Contract Terms Act 1977 and are considered to be fair and reasonable and prices are based on contracts made subject to them. If you consider these terms to be unreasonable you should inform us in writing before any contract is made otherwise with the placing of your order you will be deemed to have accepted that these conditions are fair and reasonable and that the contract for the delivery for the Goods has been made upon and subject to them. Unless otherwise specifically agreed in writing no cancellation, alteration, qualification or variation to these Conditions shall be valid and no conditions of purchase supplied by you whether made in your order or otherwise howsoever will have any affect.
These conditions apply to any quotation or order and to all future business we do with you. These Conditions and your order constitute a binding contract for special items once your order has been accepted and confirmed by us in our Acknowledgement of Order Form (the contract) and in the case of stock items upon our actual acceptance of your order.
All quotations, specifications and descriptions of our products and product details are subject to withdrawal or to amendment by us at any time prior to actual receipt and acceptance of the order by us. If there are clerical errors in any quotation or acknowledgment, we may adjust the terms on notice to you. In any case where you have been seriously misled, you may then cancel the Contract within 10 days of the notice.
Unless otherwise agreed or indicated, all prices in the quotation are exclusive of tax and inclusive of delivery charges unless the order is outside our delivery area or for a value of less than £100. Where an order is received for a quantity less than that quoted for or where delivery is required in instalments smaller than those specified in the quotation or where Clause 11 applies, prices quoted may be subject to an increase.
Delivery of the quantity ordered, 10% more or less shall be a good delivery, a pro rata charge or allowance at the quoted price being made to cover any such variations.
Where goods are ordered for delivery by instalments, each instalment shall be deemed to be a separate contract.
Subject to satisfactory references being given, account terms will be granted and payment is to be made within 30 days of the end of the month during which the goods were despatched; otherwise payment to be made by cash with order. No discounts or other deductions will be allowed. If any payment is not made on the due date, without prejudice to any other remedy (including a right to damages) including but not limited to that expressed in clause 7.3:
Interest may be charged at the rate of 1% a month from the date of the invoice on the balance outstanding, part of a month being treated as a whole month.
We reserve the right to cancel deliveries under the same order.
7 Property in Goods
So long as any money owing to us from you is outstanding in respect of any goods sold:
7.1 The property in any such goods (whether delivered or not) will not pass to you;
7.2 We retain the right to recover or re-sell such goods at any time after the date for payment has passed.
7.3 We may recover those goods at any time from you if in your possession if the amount outstanding from you to us in respect of goods supplied shall remain unpaid after the due date for payment has passed and for that purpose our servants and agents may enter upon any land or building upon which the goods are situated.
7.4 You may have the right to dispose of the goods in the course of your business for our account (but any warranties, conditions or representations given or made by you to any third party shall not be binding on us and we shall be indemnified by you) and to pass good title to the goods to your customer being a bona fide purchaser for the value without notice of our rights. In the event of such disposal you have the fiduciary duty to us to account to us for the proceeds over the amount outstanding under this or any other sale contract between you and them and we have the additional right to recover your price directly from your customer to the extent unpaid. If we avail ourself of such right we will account to you for any such excess as aforesaid less any expenses incurred by us in respect of such recovery.
7.5 PRNT STERIOS/ CUTTING FORMES
Tooling – in the form of Printing Stereos and Die Cutting Formes shall remain the property of the seller until paid for in full. Such goods will subsequently, after full payment has been received, be held by the seller on behalf of the buyer or if requested returned to the buyer at the buyers cost. Notwithstanding this arrangement should such goods remain un-used for a period of twenty four months the seller reserves the right to dispose of them at their expense and without charge for interim storage.
We shall be entitled to fulfil a quotation or order with comparable substitute products, brands or materials of a different specification to that determined in the quotation or order as long as such comparable materials achieve an equivalent or greater performance specification. We will be happy to provide performance specifications of the comparable materials upon request.
9.1 We will make every reasonable effort to maintain quoted delivery dates but time shall not be of the essence and we shall not be liable for failure to deliver the goods by such dates
9.2 You agree that notwithstanding the provisions in Clause 7 above, the goods shall be at your risk from the time they arrive at your premises.
9.3 Liability for non-delivery of goods will not be accepted by us unless it is notified in writing within 5 working days of the date of despatch of the invoice by us to you.
9.4 Any shortages or apparent defects of goods must be reported to us in writing within 5 days of delivery. If you do not give notice within such period you shall not have any claim in respect of shortages or apparent defects not notified within such period and the goods shall in any event be conclusively presumed to have been accepted by you.
9.5 If we accept your notice under Clause 9.4 above, we shall be bound to repair or replace the goods or at our option to allow you credit in respect of the goods that are the subject of the claim. We shall not be liable for any further claims for direct, indirect or consequential damage or loss and out sole obligation shall be the making of such repair, replacement or giving credit.
9.6 If goods manufactured to your order are ready for delivery, even if there has been an agreement for delivery by instalments, and you fail to take delivery at the time reasonably required by us we shall be entitled to invoice such goods forthwith and to take the invoice into account and to charge at rates giving an economic return for handling and storage of such goods and for their insurance from the date of invoice to the date when you take delivery or we dispose of same.
9.7 If you fail to take delivery within 30 days of the date of invoice we shall be entitled to treat the contract as at an end and without prejudice to any other right we may have against you we shall be entitled to resell the goods.
9.8 If the contract provides for delivery by instalments, delay in delivery or non-delivery of any instalment shall not entitle you to treat the contract as at an end or to reject any other instalments.
10.1 Save as provided in Clause
10.2 our liability for loss or damage under the Contract to you shall not in any event exceed the amount invoiced by us to you for the goods supplied under the Contract whether such liability arises in contract or in tort or otherwise howsoever.
10.2 You will indemnify us and keep us indemnified against all claims, proceedings, costs and expenses in connection with any breach of law or third party claim in relation to goods, or materials or components packaged within the goods supplied by us (including without limitation breach of health or safety regulations or infringement of intellectual property rights) except where such third party claim would not have arisen if the goods supplied by us complied with specification.
10.3 Our liability in the event of any defect shall in no circumstances include or extend to consequential losses or damage nor shall it extend to goods which have been subjected to any further process after they have left our hands.
10.4 All expressed or implied warranties or conditions statutory or otherwise as to the quality of the goods or their fitness for any purpose are hereby excluded.
11 Price Variation
In the event of any change in the cost of raw materials required to fill the order, prices quoted may be subject to an appropriate variation. Where such change occurs after an order has been accepted, the price may be subject to appropriate variation as we notify to you by not less than one month’s notice by us to you.
12 Force Majeure
The acceptance of an order may be revoked (in whole or part) or delivery dates postponed by us without liability in the event of any contingency beyond our control which does or in our opinion is likely to prevent, hinder, delay, interrupt or interfere with the fulfilment of the order or any part of it.
13.1 Any contract between us may be ended by not less than thirty days notice in writing by either of us to the other. But if it is a contract for which we have made purchase commitments specifically for you, you will be liable to us for any loss on those materials if you end the contract.
We will each be entitled to end this contract and, without prejudice to our other rights, recover from the other any loss or damage we incur, where:-
in your case you fail to collect or take delivery of any goods within 10 days from the agreed collection or delivery date; or
either of us defaults on or commits a breach of any obligations under the Contract or any other agreement between us; or
distress or execution or any other legal process shall be levied upon any of the others property, goods or assets; or
either of us go into liquidation, or a receiver or administrative receiver of your undertaking, property or assets or any part thereof is appointed, or a petition is presented for an appointment of an administrator; or if we or you make or offer to make an arrangement or composition with creditors, or a petition is presented for your or our bankruptcy or application made for an interim order relating to a proposed voluntary arrangement by either of us.
14 Governing Law
The contract shall be governed by and construed in accordance with English law and each party submits to the non-exclusive jurisdiction of the Supreme Court of Judicature of England in relation to any claim, dispute or difference which may arise in relation to the Contract.
No forbearance or indulgence by us shown or granted to you whether in respect of these general conditions or otherwise shall in any way prejudice our rights against you or be regarded as a waiver of any of these general conditions.
16 Customer’s requirements, printing and construction
Alterations from original copy on and after first proof including alteration in style or construction will be charged extra. Proofs of all work may be submitted for customer approval and no responsibility will be accepted for any errors in proofs which may be passed by you. You shall be solely responsible for any matter which we print on the goods on your instructions or at your request for any design or construction whether the same shall have been supplied by us or by you and solely responsible for any claim or proceedings made or brought by a third party arising from them.
17 Customer’s Property
Customer’s property when supplied will be held at your risk. Every care will be taken to secure the best results where materials are supplied by customer but responsibility will not be accepted for imperfect work caused by defects or unsuitability of materials so supplied.