| Standard
Terms and Conditions:
1. Definitions
The adherents
to these Conditions of Sale are referred to
throughout as 'the Seller' and 'the Buyer'. All
transactions are between the Seller and the
Buyer as between Principal and Principal and are
subject to the following conditions.
2. General
(a) There shall
be no binding contract between Seller and Buyer
until Buyer's order has been accepted by Seller.
(b) These
conditions shall apply to the exclusion of all
other terms, including any standard terms of
Buyer, except as agreed in writing by the
Seller. Acceptance of the goods shall be deemed
to indicate the Buyer's agreement to these
conditions.
(c) Seller
reserves the right to change the design and
specification of goods ordered by the Buyer
without notice and to substitute comparable
goods
3. Price
(a) Unless
otherwise agreed, the price of the goods will be
that in Seller's price list at the date of
despatch. Seller shall be entitled to amend its
price list from time to time without
notice.
(b) Unless
otherwise agreed, prices quoted are exclusive of
the cost of delivery to any destination in the
United Kingdom and are exclusive of Value Added
Tax.
4. Payment
(a) Payment
shall be made no later than 30 days from the
date of the invoice.
(b) Seller
reserves the right to charge interest of 2.5%
monthly on accounts that are not settled within
our terms of trading
(c) Unless
otherwise agreed. all accounts are net.
5. Quotations
A quotation is
for information only and is binding on the
Seller only If and to the extent that it is
incorporated in an order which the Seller has
accepted in writing
6. Samples
Samples are
submitted on approval and will be charged unless
returned in good condition within 28 days.
7. Quantity
Variations
The Seller will
use its best endeavours to produce and deliver
the quantity and specification of goods ordered,
but every contract and delivery is subject to
the margins and tolerances, over or under,
customary in the trade and no guarantee or
warranty is given or implied on the part of the
Seller which is incompatible with this
provision.
8 Printing and
Design
(a) All
printing, artwork, composition and design is
done on the Buyer's instructions and the Buyer
will assume all liability for any resultant
infringement of copyrights and trademarks and
will hold the Seller harmless for any liability
therefore. .
(b) Alterations
from the original copy on and after the first
proof, including alterations in style, will be
charged extra
(c) All blocks,
rubbers, printing plates, sketches and other
original work produced by the Seller in
connection with the order shall remain the
property of the Seller unless paid for by the
Buyer.
(d) Preliminary
work produced, whether experimentally or
otherwise, at the Buyer's request, will be
charged extra.
(e) The Seller
shall not be required to print any matter in
their opinion is of an illegal nature.
9. Cancellation
If an order is
cancelled by the Buyer at any time after the
date of acceptance by the Seller then the Buyer
shall reimburse the Seller any costs and
expenses incurred by the Seller in connection
with that order
10. Trade Marks
(a) The supply
of goods by the Seller shall not confer any
right upon the Buyer to use any of the Seller's
trade marks without prior written consent of the
Seller and at all times such trade marks shell
remain the property of the Seller.
(b) It is the
responsibility of the Buyer to ensure that his
requirements do not constitute an infringement
of any copyright, patent rights, design. trade
mark or name, or any other protected rights. The
Buyer shall save harmless and indemnify the
Seller from and against all claims and
Proceedings for or on account of any such
infringement and from and against all claims,
demands. proceedings, damages costs, charges and
expenses whatsoever in respect thereof or in
relation to.
11. Delivery
and Risk
(a) Any times
quoted for delivery are estimates only and
Seller shall not be liable for failure to
deliver within the time quoted
(b) Delivery of
the goods to the stipulated place of delivery or
to a carrier nominated by the Buyer, whichever
is the sooner, shall constitute delivery to the
Buyer. All risks in the goods shall pass to
Buyer on such delivery.
(c)
Discrepancies and damage apparent at the time of
delivery must be noted on the carriers receipt
note and notified to the Seller in writing
forthwith. Other discrepancies or damage in
transit must be notified to Seller in writing
within seven m days after receipt of invoice. .
(d) Seller
shall be entitled to make partial deliveries or
deliveries by instalments and to invoice for
such deliveries made. These conditions shall
apply to each such delivery
12. Transfer of
Property
(a) Property in
the goods shall remain in Seller until Seller
has received payment in full of the price and
any additional sums due under contract.
(b) Buyer shall
store the goods in such a way that they can be
identified as Seller's property. If Buyer shall
sell or otherwise dispose of or shall make an
insurance claim in respect of the goods prior to
making payment in full for them, he shall do so
as principal and not as agent for Seller and
shall not give any warranties or incur any
liability on behalf of the Seller. The proceeds
of any such sale or other disposition [or claim
theretoJ as well as the proceeds of any
insurance claim made by the Buyer in respect of
the goods shall belong to Seller to the extent
of all sums due to Seller in respect of the
goods
(c) Failure by
the Buyer to make all payments when due shall
give Seller the right without prejudice to any
other remedy of Seller, to repossess the goods
without prior notice and to enter any premises
for the purpose of such a repossession
(d) Nothing in
this condition shall give the Buyer any right to
return goods sold hereunder. Seller may sue
Buyer for the price when due notwithstanding
that property in the goods may have not passed
to Buyer
13. Guarantee
and Limitation of Liability
(a) Seller
guarantees that the goods will be free from
defects by faulty materials or poor workmanship
upon delivery. Under this guarantee Seller will
at its option either repair, replace or give
credit for any goods found to be so defective
proved that '
1) Seller is
notified in writing within 7 days of receipt of
the of any defect.
2) The
defective goods are returned to Seller carriage
prepaid by Buyer.
3) Examination
of the goods by Seller reveals to its
satisfaction that such defect exists and has not
caused by misuse, neglect, accident, improper
storage of handling or by repair or alteration
not effected by Seller.
(b) Save as
expressly set out above, Seller shall be under
no liability whatsoever whether in respect of
negligence or otherwise in connection with the
goods or this contract. All conditions.
warranties or other terms, whether expressed or
implied, statutory or otherwise are hereby
excluded, provided that nothing in this
paragraph shall restrict any liability of Seller
for negligently caused death or personal injury
14. Force
Majeure
Without
prejudice to any other of these conditions.
Seller shall be under no liability for delay or
non performance of any obligations hereunder due
to any circumstances whatsoever beyond the
control of the Seller.
15. Buyers
Breach and Financial Situation
If Buyer shall
be in breach of any of its obligations hereunder
or under other contract with Seller or if at any
time Buyer's financial condition does not in
Seller's unfettered judgement justify
continuance of this contract on the terms of
payment agreed, Seller may, without prejudice to
any rights and without liability whatsoever to
Buyer, cancel any outstanding part of the
contract or suspend any deliveries until such
time as Buyer shall provide security
satisfaction to Seller for the performance of
all obligations of Buyer to Seller
16. law
This contract
shall be governed by and construed in accordance
with English law and the courts of England shall
have jurisdiction to hear all disputes arising
in connection with it |