Terms and Conditions
1. Application – These Conditions apply to all sales of goods by the Seller to any purchase (“the Buyer”) and shall apply in place of and prevail over any terms and conditions contained or referred to in the Buyer’s order or in correspondence or elsewhere or implied by trade custom practice or course of dealing unless specifically agreed to in writing by a director or other authorised representative of the Seller and any purported provisions to the contrary are hereby excluded or extinguished.
2. Quotations – (A) A quotation by the Seller does not constitute an offer and the Seller reserves the right to withdraw or revise the same at any time prior to the Seller’s acceptance or deemed acceptance of the Buyer’s order. Any such withdrawal or revision will be notified to the Buyer within the period referred to in paragraph 2(B) below.
(B) Unless the Seller otherwise notifies the Buyer within 14 days of communication to it of the Buyer’s order, such order shall be deemed to be acceptable by the Seller at the expiry of such period.
3. Prices – (A) The prices payable for the goods or for any services supplied in connection therewith shall be contained in the Seller’s list prices therefore current at the time of despatch, in any relevant quotation or otherwise in accordance with the Seller’s standard charging rates prevalent at the time of despatch or installation. The Seller shall have the right at any time to withdraw any discount from its normal prices and/or revise prices to to take into account increases in costs including (without limitation) costs of any goods materials carnage labour or overheads the increase or imposition of any tax duty or other levy and any variation in exchange rates.
(B) All work carried out. whether preliminary or experimentally or otherwise at the Buyer’s request and materials so purchased shall be charged. A charge may be made to cover any additional work involved where copy supplied by the Buyer is not clear and legible.
(C) Proof of work may be submitted for the Buyer’s approval and the Seller shall incur no liability for any errors not corrected by the Buyer in proofs so submitted. Buyer’s alterations and additional proofs necessitated thereby shall be charged. Where style, type, colour or layout is left to the Seller’s judgement changes made there from by the Buyer shall be charged.
(D) The Buyer shall in addition be responsible for delivery charges In accordance with the Seller’s standard delivery charge rates from time to time.
(E) Unless otherwise specified VAT and any other lax or duties payable by the Buyer shall be added to the price.
4. Terms of Payment – (A) Payment of invoices shall unless otherwise agreed in writing be made in full without any deduction or set-off not later than 28 days following the date of invoice.
(B) Any extension of credit allowed to the Buyer may be charged or withdrawn at any time.
(C) Interest shall be payable on overdue accounts at the rate of 4% over Lloyds Bank PLC base rate to run from the due date for payment thereof until receipt by the Seller of the full amount whether or not after judgment.
(D) If in the opinion of the Seller the credit-worthiness of the Buyer shall have deteriorated at any time prior to delivery the Seller may require full or partial payment of the price prior to completion of the contract or delivery or the provision of security for payment by the Buyer in a form acceptable to the Seller.
5. Delivery – (A) Delivery dates mentioned in any quotation acknowledgement of order or elsewhere are approximate only and not of any contractual effect and the Seller shall not be under any liability to the Buyer in respect of any failure to deliver on any particular date or dates.
(B) The goods shall unless delivered by the Seller’s own transport or by a carrier on behalf of the Seller or installed by or on behalf of of the Seller or held onto by the Seller at the Buyer’s request be deemed to have been delivered and the risks therein to have passed to the Buyer upon their transfer to the carrier named by the Buyer or in the case of delivery “ex works”, upon the Seller notifying the Buyer that the goods are available for collection.
(C) Where the goods are to be delivered by the Seller’s own transport or by a carrier on behalf of the Seller or installed by or on behalf of the Seller the risk therein shall, subject as provided below, pass to the Buyer on delivery or installation whether to the Buyer or to or at a site or agent otherwise names by the Buyer. The choice of route and mode of carriage shall be at the discretion of the Seller.
(D) If the Buyer refuses or fails to take delivery of goods tendered in accordance with the contract or fails to take any action necessary on its part for delivery of installation of the goods the Seller shall be entitled to terminate the contract with immediate effect, to dispose of the goods as the Seller may undermine and to recover from the Buyer any loss and additional costs incurred as a result of refusal or failure.
(E) Unless otherwise expressly agreed the Seller may effect delivery in one or more instalments. Each instalment shall be treated as a separate contract.
6. Cancellation – No cancellation by the Buyer is permitted accept where expressly agreed in writing by the Seller.
7. Goods held on to for Customers – (A) Where the Seller holds goods (including stock items) at the request of the Buyer then the Seller shall notify the Buyer at least quarterly of the types and quantities of such goods or stock items so held.
(B) The Seller agrees to take responsible care of such goods and to insure such goods for their replacement value, provided the Buyer reimburses the Seller on demand its costs and expenses of doing so, together with such administration charges as shall be agreed from time to time.
(C) The Buyer agrees that following 28 days notice from the Seller it will pay for such goods at the prices therefor then current in the Seller’s list price, in any relevant quotation or otherwise in accordance with the Seller’s standard charging rate then prevalent, provided that where the Buyer and the Seller have agreed a quantity limit for any type of goods then the Buyer shall not be obliged to pay for any excess over 100 per cent of such limit.
8. Title – All goods are supplied to the Buyer by the Seller on the following terms:-
(i) The goods shall remain the sole and absolute property of the Seller as legal and equitable owner until such time as the Buyer shall have paid to the Seller the amount due hereunder together with the full price of any other goods the subject of any other contract with the Seller.
(ii) Until such payment the Buyer shall be in possession of the goods solely as bailee for the Seller and in a fiduciary capacity and shall store the goods in such a way as to enable them to be identifies as the property of the Seller.
(iii) The Seller reserves the immediate right or re-possession of any goods to which it has retained title as aforesaid and thereafter to re-sell the same and for this purpose the Buyer hereby grants an irrevocable right and licence to the Seller servants and agents to enter upon all or any of its premises with or without vehicles during normal business hours. This right shall continue to subsist notwithstanding the termination of the contract for any reason and is without prejudice to any accrued rights of the Seller thereunder or otherwise.
9. Variations and Sub-Contractors – (A) The Seller shall be deemed to have fulfilled its contractual obligations in respect of any delivery though the quantity may be up to 10% more or less than the quantity specified in the contract and in such event the Buyer shall pay for the actual quantity delivered.
(B) Unless expressly agreed in writing by the Seller all drawings, designs, colours, typefaces, specification and particulars of weights and dimensions submitted by the Seller are approximate only and the Seller shall have no liability in respect to any deviation therefrom. The Seller accepts no responsibility for any errors omissions or other defect in any drawings, designs, colours, typefaces or specifications not prepared on or behalf of the Seller and the Seller shall be indemnified by the Buyer against any and all liabilities and expenses incurred by the Seller arising therefrom.
(C) All drawings, designs, specifications and information submitted by the Seller are confidential and shall not be disclosed to any third party without the Seller’s written consent.
(D) The Seller may sub-contract all or any part of its obligations hereunder except in so far as the Buyer otherwise instructs the Seller in writing.
10. Materials Supplied by the Buyer – (A) The Seller may reject any paper, plates or other materials supplied or specified by the Buyer which appear to be unsuitable at any time prior to delivery or installation. Additional costs incurred if materials are found to be unsuitable during production may be charged except that if the whole or any part of such additional cost could have been avoided but for unreasonable delay by the Seller in ascertaining the unsuitability of the materials then that amount shall not be charged to the Buyer.
(B) Where materials are so supplied or specified, the Seller will take all reasonable care to secure the best results, but responsibility will not be accepted for imperfect work caused by defects in or unsuitability of materials so supplied or specified.
(C) Quantities of materials supplied shall be sufficient to cover normal spoilage.
11. Third Party Rights – (A) The Buyer shall indemnify the Seller against any and all liabilities claims and costs incurred by or made against the Seller as a direct or indirect result of carrying out of any work required to be done on or to the goods in accordance with the requirements or specifications of the Buyer involving any infringement or alleged infringement of any intellectual on industrial property rights of any third party.
(B) The Seller shall have no liability to the Buyer in the event of goods infringing or being alleged to infringe the intellectual or industrial property rights of any third party. In the event that the goods are or may be the subject to third party the Seller shall be obligated to transfer to the Buyer only such title as the Seller may have.
12. Purchase at Buyer’s Request – Where the Seller purchases goods for resale to the Buyer or as it may direct from suppliers specified by or on behalf of the Buyer, the Buyer agrees to indemnify the Seller against any cost, claim, loss or expense it may suffer directly or indirectly in connection therewith.
13. Liability – (A) The Seller shall not be liable to the Buyer:
(i) for shortages in quantity delivered unless the Buyer notifies the Seller of any claim for short delivery within 7 days of receipt of the goods:
(ii) for damage to or loss of the goods or any part thereof in transit or installation (where the goods are carried by the Seller’s own transport or by a carrier on behalf of the Seller or installed by or on behalf of the Seller) unless the Buyer shall notify the Seller of any such claim within 7 days of receipt or installation of the goods or the scheduled date of deliver whichever shall the the earlier:
(iii) for defects in the goods caused by fair wear and tear, abnormal conditions of storage or use or any act, neglect or default of the Buyer or of any third party:
(iv) for other defects in the goods resulting from faulty material or workmanship unless notified to the Seller within one month of receipt of the goods by the Buyer.
(B) (i) Where liability is accepted by the Seller under paragraph (A) the Seller’s only obligation shall be at its option to make good any shortage or non-delivery and/or as appropriate to replace or repair any goods found to be damaged or defective and/or to refund the cost of such goods to the Buyer provided that as a condition thereof the Seller may require that the goods are returned to the Seller within 28 days of discovery of the damage or defect.
(ii) The Seller’s aggregate liability to the Buyer whether for negligence, breach of contract, misrepresentation or otherwise shall in no circumstances exceed the cost of the defective, damaged or undelivered goods which give rise to such liability as determined by net price invoices to the Buyer in respect of any occurrence or series of occurrences.
(C) Subject to the foregoing all conditions warranties and representations expresses or implied by statute common law or otherwise in relation to the goods are hereby excluded and the Seller shall be under no liability to the Buyer for any loss damage or injury direct or indirect resulting from defective material faulty workmanship or otherwise howsoever arising and whether or not caused by the negligence of the Seller its employees or agents SAVE THAT the Seller shall accept liability for death or personal injury caused by the negligence of the Seller.
(D) The Seller’s prices are determined on the bases of the limits of liability set out in the Condition. The Buyer may by written notice to the Seller request the Seller to agree a higher limit of liability provided insurance cover can be obtained therefor. The Seller shall effect insurance up to such limit and the Buyer shall pay upon demand the amount of any and all premiums. The Buyer shall disclose such information as the insurers shall require. In no case shall the Buyer be entitled to recover from the Seller more than the amount received from the insurers.
14. Machine Readable Codes – (A) In the case of machine readable codes or symbols the Seller shall print the same as specified or approved by the Buyer in accordance with generally accepted standards and procedures and within the tolerances generally accepted within the printing industry for such codes or symbols.
(B) The Buyer shall be responsible for satisfying himself that the code or symbol will read or read correctly on the equipment likely to be used by those for whom the code or symbol is intended.
(C) The Buyer shall indemnify the Seller against any claim by any party resulting from the code or symbol no reading or not reading correctly for any reason.
15. Standing Material and Buyer’s Property – (A) Unless otherwise agreed between the Buyer and Seller and in writing, all metal, glass, film and any other materials owned by the Seller and used by him in production of all type plates, moulds, stereotypes, electotypes, film setting negatives, positives and the like and all tooling and moulding (whether prepared for the Buyer or otherwise) shall be and/or remain the exclusive property of the Seller. Such items supplied by the Buyer shall remain the property, and the risk of the Buyer and, unless otherwise agreed in wiring, the Seller shall not be liable for the storage, safe keeping and good order of any such items supplied by the Buyer.
(B) Type may be distributed and all film, plates, moulds and any other work or materials used in the process of the Buyer’s order may be effaced immediately after the order is executed unless the Buyer specifically requests in wiring that arrangements are made to the contrary.
16. Illegal Matter – (A) The Seller shall not be required to print any matter which in his opinion is no maybe of an illegal or libellous nature.
(B) The Seller shall be indemnified by the Buyer in respect of any claims costs and expenses arising out of any libellous or illegal matter. The indemnity shall extend to any amounts paid under the advice of the Seller’s legal advisers in settlement of any claim.
17. Licence and Consents – If any licence or consent of any government or other authority shall be required for the acquisition, carriage or use of the goods by the Buyer the Buyer shall obtain the same at its own expense and produce evidence of the same to the Seller on demand. Failure so to do shall not entitle the Buyer to withhold or delay payment of the price. Any additional expenses or charges incurred by the Seller resulting from such failure shall be for the Buyer’s account and the Buyer agrees to indemnify the Seller against the same.
18. Force Majeure – (A) The Seller shall not be liable to the Buyer for any loss or damage which may be suffered by the Buyer as a direct or indirect result of the supply or installation of goods by the Seller being prevented hindered delayed or rendered uneconomic by reason of circumstance or events beyond the Seller’s control including but not limited to Act of God war riot strike lock-out trade dispute or labour disturbance accident breakdown of plant or machinery fire flood storm difficulty or increased expense in obtaining workmen materials or transport or other circumstances affecting the supply of goods by the Seller’s normal means or the delivery of the goods by the Seller’s normal route or means of delivery.
(B) If due to such circumstances or events the Seller has insufficient stocks to meet all its commitments the Seller may apportion available stocks between its customers at its sole discretion.
19. Insolvency and Default – If the Buyer enters into a deed of arrangement or commits to an act of bankruptcy or compounds with his creditors or if a receiving order is made against him or if (being a company) an order is made or a resolution is passed for the winding up of the Buyer (otherwise than for the purpose of amalgamation or reconstruction previously approved in writing by the Seller) or if a receiver or administrator is appointed or any or the Buyer’s assets or undertaking or if circumstances arise which entitle the Court or a creditor to appoint a receiver or manager or administrator or which entitle the Court to make a winding-up order or if the Buyer takes or suffers any similar or analogous action in consequence of debt or commits any breach of this or any other rights stop any goods in-transit and/or suspend further deliveries and/or determine the rights of the Buyer under Condition 8 and/or by notice in writing to the Buyer determine the contract.
20. Waiver – Failure by the Seller to enforce any rights hereunder shall not be deemed to be a waiver of any such right not operate so as to bar the exercise or enforcement thereof at any times thereafter.
21. Notices – Any notice hereunder shall be deemed to have been duly given if sent by prepaid first class post telex or facsimile to the party concerned at its last know address. Notices sent by first class post shall be deemed to have been given seven days after dispatch and notices sent by telex or facsimile shall be deemed to have been given on the date of dispatch.
22. Governing Law – The contract shall be governed by and construed in accordance with the Laws of England and the parties hereby submit to the jurisdiction of the English courts.
This document was last updated on June 2015