(In these Conditions the expression “contract” means an offer or an order followed by an acceptance thereof whether by conduct or otherwise)
a) Prices shall be those quoted or accepted by the Seller subject to a revision in the event of any increase or decrease of the costs to the seller between the date of the quotation or acceptance by the Seller and the date of despatch to the Buyer.
b) All prices quoted or accepted are exclusive to Value Added Tax and the contract price shall be such price plus V.A.T.
a) Net cash by 30 days from the date of invoice. Interest will be charged at 2% per month or part month if payment condition is not met.
b) In the case of a contract involving more than one delivery, if default is made in payment on the due date for any one delivery, the Seller, at his option, shall be entitled to treat the contract as repudiated by the buyer and claim damages accordingly.
c) A contract cannot be cancelled except by mutual agreement and then only on terms which would fully indemnify the Seller.
d) Incoterms 2010 shall apply to export sales.
a) Subject to clause 3 b) below unless a date for delivery is specified the goods shall be despatched as soon as ready.
b) In the case of a contract involving more than one delivery unless the contract provides otherwise the whole of such deliveries shall be accepted within six months from the date of first delivery.
In the event of failure to accept any delivery that delivery shall be immediately invoiced and the costs involved charged to customer’s account the goods being held at customer’s risk and expense.
c) Subject to Clauses 2(b) and 3 (b) above, each delivery shall constitute a separate contract and any failure or defect in any one delivery shall not affect the contract as to the remaining deliveries.
d) The Seller shall have the option of revising the delivery date or dates prior to manufacture if circumstances beyond the Seller’s control prevent the Seller keeping to the originally agreed date or dates.
e) The liability of the Seller for failure to comply with agreed delivery dates as varied where necessary in accordance with the sub-clause and unless covered by Clause 10, shall be limited to the reimbursement to the Buyer of the actual loss incurred, but in no case exceeding the value of the goods which are the subject of the contract.
f) All orders on Ex Works or other terms where the Buyer is responsible for freight will be invoiced on completion and it will be the Buyers responsibility to arrange collection of the goods or to instruct the Seller accordingly at the time of order. Collection of goods must be arranged within 14 days of completion. If not collected within that time the Seller reserves the right to charge the Buyer for storing the goods.
4. QUANTITY VARIATIONS:
In the case of goods specifically manufactured (or printed) for the Buyer a shortage or surplus, charged pro rata, not exceeding 20% up to 1 tonne, and 10% over 1 tonne will be considered due to execution of the contract.
All SKETCHES, drawings, artwork and origination work remain the property of the Seller unless paid for by the Buyer
In the case of printed items alterations from the original copy on and after the first proof, including alteration in style, will be charged extra. No responsibility will be accepted for any errors in proofs which have been passed by the Buyer.
7. PASSING OF OWNERSHIP AND CLAIMS:
a) Title to the goods shall in no case pass to the Buyer until the full contract price has been paid to the Seller for these goods and all other goods supplied by the Seller to the Buyer under any contract whatsoever. The Seller shall in any event have a particular and general lien over the goods for all claims under contract against the Buyer.
b) All claims for damage to or partial loss of goods in transit must be submitted in writing to both carrier and Seller within fourteen days of delivery.
c) The return of goods after delivery to the Buyer will not be accepted unless the Seller or his representative shall first have had the opportunity of examining them.
d) The return of bespoke goods will not be accepted if the goods have been manufactured in accordance with the agreed artwork and proofs as agreed by the Buyer.
8. LIMITATION OF REMEDIES FOR BREACH:
In the event of a breach of warranty by the Seller, Seller shall be given reasonable and prompt opportunity to examine any claim of defect by the Buyer. Buyer agrees that its sole and exclusive remedy against the Seller shall be limited to either repair or replacement of the Products or a refund of the purchase price for the defective Products only at Seller’s option. This exclusive remedy shall not be deemed to have failed of its essential purpose so long as Seller is willing to repair or replace the defective Products.
9. LIMITATION OF DAMAGES:
a) The maximum liability, if any, of Seller for all damages including without limitation contract damages and damages for injuries to persons or property, whether arising from sellers breach of contract, breach of warranty, negligence, strict liability, or other tort, is limited to an amount not to exceed the purchase price of the products at issue in the claim.
b) In no event shall Seller be liable to Buyer for any special, incidental, indirect, consequential, or punitive damages, including without limitation lost revenues and profits and/or monetary requests relating to recall expenses and repairs to property including third party claims, even if it has been advised of the responsibility of such damages.
10. BUYERS PROPERTY:
The Buyer’s property when supplied to the Seller will be held at the Buyer’s risk. Every care will be taken by the Seller to secure the best results when materials are supplied by the Buyer but no responsibility will be accepted for imperfect work caused by defects in or unsuitability of the materials supplied.
Whilst every endeavour will be made to supply material in accordance with the quality of samples submitted or quoted for, the contract is not a contract of sale by sample.
12. FORCE MAJEURE:
This contract may be varied or cancelled by the seller if it is affected by an act of God, War, Strike, Lock-out, Fire, Flood, Drought, Tempest or any other cause beyond the control of the seller whether similar to the foregoing or not, or if the Seller shall for any reason be unable to procure materials or articles required for the performance of the contract.
13. PASSING OF RISK:
From the time of delivery the goods shall be at the risk of the Buyer who shall be solely responsible for their custody and maintenance unless otherwise expressly agreed in writing. Pending payment of the full purchase price of the goods the Buyer shall at all times keep the goods comprehensively insured against loss or damage by accident, fire, theft and other risks.
14. LAW AND JURISDICTION
a) A contract under these terms and conditions shall be governed by and construed in accordance with English law.
b) Any disputes relating to a contract under these terms and conditions shall be subject to the exclusive jurisdiction of the courts of England.