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.
(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
(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.
(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.
(d) First orders are processed on a proforma basis at which point a credit application form is made available to apply for a credit account for future orders based on a satisfactory credit check.
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
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.
If an order is cancelled by the Buyer at any time after the date of acceptance to proceed with the order 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 shall 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 thereto] 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 provided 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
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