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.
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
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.
(c) Although every effort will be made to match or better other supplier
prices, we reserve the right to refuse to match these prices within
the [Price Guarantee] pledge.
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.
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
Samples
Samples are submitted on approval and will be charged unless returned
in good condition within 28 days.
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.
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.
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
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.
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
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
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
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.
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
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
