Conditions of Sale and Supply of Services
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Definitions and interpretations
Basis of Sale
Orders and Specifications
Price of Goods
Price of Delivery
Payment Terms
Delivery
Returns and Refunds
Risk and Property
Notification of Claims
Warranties and Liability
Indemnity
Force Majeure
Insolvency of Buyer
General
Governing Law and Jurisdiction
In these Conditions, unless the context otherwise requires, the following words have the following meanings:
Buyer: The person whose order for the Goods is accepted by the Seller
Conditions: The standard terms and conditions of sale of goods set out in this document and (unless the context otherwise requires) including any special terms and conditions agreed in writing between the Buyer and the Seller in accordance with Condition 2.3
Contract: The contract for the sale and purchase of the Goods subject to the Conditions
Goods: The goods (including any instalment of the goods or any parts for them) which the Seller is to supply in accordance with the Conditions
Seller: UK Graphics Supplies whose registered office is at Shoats Barn, Shelvin Farm, Shelvin, Kent. CT4 6RL
2.1 The Seller shall sell and the Buyer shall purchase the Goods in accordance with any written order of the Buyer which is accepted by the Seller subject to these Conditions which shall govern the Contract to the exclusion of any other terms and conditions subject to which any such order is made or purported to be made by the Buyer.
2.2 Quotations issued to the Buyer by the Seller may be withdrawn or varied at any time and unless otherwise specified shall be automatically withdrawn after 30 days. No binding contract shall in any event arise until the Buyer‚ order has been accepted by the Seller.
2.3 No variation of these Conditions shall be binding unless agreed in writing between the authorised representative of the Seller and the Buyer.
2.4 The Seller‚ employees or agents are not authorised to make any representations concerning the Goods unless confirmed by the Seller in writing.
2.5 Any advice or recommendation given by the Seller or its employees or agents to the Buyer or its employees or agents as to the storage, application or use of the Goods which is not confirmed in writing by the Seller is followed or acted upon entirely at the Buyer‚ own risk, and accordingly the Seller shall not be liable for any such advice or recommendation which is not so confirmed.
2.6 Any samples, illustrations or descriptive material including but not limited to particulars of shade and pattern and other information contained in the Seller‚ brochures, advertising material or elsewhere shall not form part of the Contract and shall be treated as approximate and for guidance only unless specifically stated otherwise. The Seller may at its discretion from time to time vary the design of the Goods from that advertised without notice to the Buyer provided that any such variations do not constitute material alterations to the Goods.
3.1 The Buyer shall be responsible to the Seller for ensuring the accuracy of the terms of any order (including any applicable specification) submitted by the Buyer and for giving the Seller any necessary information relating to the Goods within a sufficient time to enable the Seller to perform the Contract in accordance with its terms.
3.2 The quantity, quality and description of, and/or any specification for, the Goods shall be those set out in the Buyer‚ order (if accepted by the Seller).
3.3 No order which has been accepted by the Seller may be cancelled by the Buyer except with the agreement in writing of the Seller and on terms that the Buyer shall indemnify the Seller in full against all loss (including loss of profit), costs (including the costs of all labour and materials used), damages, charges and expenses incurred by the Seller as a result of cancellation.
4.1 The price of the Goods shall be the Seller‚ quoted price or, where no price has been quoted, the price listed in the Seller‚ published price list current at the date of acceptance of the order.
4.2 The Seller reserves the right by giving notice to the Buyer at any time before delivery, to increase the price of the Goods to reflect any increase in the cost to the Seller, which is due to any factor beyond the control of the Seller (such as, without limitation, any significant increase in the costs of labour, materials or other costs of manufacture), any changes in Duty or Tariffs, any changes or variations in Sterling, Euro or Dollar rates, any change in delivery dates, quantities or specifications for Goods which is requested by the Buyer, or any delay caused by instructions of the Buyer or failure of the Buyer to give the Seller accurate information or instructions.
4.3 Unless otherwise agreed in writing between the Buyer and the Seller all prices are given by the Seller on an ex works basis and where the Seller agrees to delivery the Goods otherwise than at the Seller‚ premises the Buyer shall be liable to pay the Seller‚ charges for transport, packaging and insurance.
4.4 The price is exclusive of any applicable Value Added Tax which the Buyer shall be additionally liable to pay to the Seller.
5.1 The price of delivery for UK deliveries is subsidized by the Seller where the value of the ordered goods exceeds £250. Orders under £250 will be charged at £9.95 or the actual cost, whichever is the greater.
5.2 Where the cost of delivery exceeds £9.95 an excess delivery charge will be applied.
5.3 All deliveries will routinely be shipped using “Economy 3-5 working days” deliver services. Where a faster delivery is requested by the Buyer, additional costs as Claus 6.2 will be charged.
5.4 Part shipment at the Buyers request, will also be subject the Claus 6.2.
5.5 Export deliveries (to freight forwarders, ports, end users and agents of the Buyer of any kind) will be charged at cost.
6.1 Subject to any special terms agreed in writing between the Buyer and the Seller, the Seller shall be entitled to invoice the Buyer with the price of the Goods on or at any time after delivery of the Goods, unless the Goods are to be collected by the Buyer or the buyer wrongfully fails to take delivery of the Goods, in which event the Seller shall be entitled to invoice the Buyer for the price at any time after the Seller has notified the Buyer that the Goods are ready for collection or (as the case may be) the Seller has tendered delivery of the Goods.
6.2 The Buyer shall pay the price of the Goods (less any prompt payment discount to which the Buyer is entitled but without any other deduction) not later than the sue date. The time of payment should be of the essence of the Contract. All payments shall be made in full without deduction in respect of any set-off or counterclaim.
6.3 If the Buyer fails to make any payment on the due date then without prejudice to any other right or remedy available to the Seller, the Seller shall be entitled to:
(a) cancel the Contract or suspend any further deliveries to the Buyer
(b) appropriate any payment made by the Buyer to such of the Goods (or the goods supplied under any other contract between the Buyer and the Seller) as the Seller may think fit (notwithstanding any purported appropriation by the Buyer)
(c) charge the Buyer interest (both before and after any judgement) on the amount unpaid, at the rate of 5% per cent per annum over the base rate for the time being of Bank of Scotland (such interest being deemed to accrue from day to day and being compounded on the last day of each calendar month) until payment is made.
6.4 Where the Buyer uses a Corporate credit card, a 2% plus VAT, surcharge will be applied to the value tendered.
7.1 Delivery of the Goods shall be made by the Buyer collecting the Goods at the Seller‚ premises at any time after the Seller has notified the Buyer that the Goods are ready for collection or if some other place for delivery is agreed by the Seller, by the Seller delivering the Goods to that place.
7.2 The Seller shall endeavor to deliver the Goods by the date quoted for delivery but such date is not guaranteed nor shall the time of delivery. The date quoted for delivery shall be extended by a reasonable period if there is any delay caused by industrial dispute or by any cause beyond the reasonable control of the Seller. The Goods may be delivered by the Seller in advance of the quoted delivery date upon giving reasonable notice to the Buyer.
7.3 Where the Goods are to be delivered in instalments, each delivery shall constitute a separate contract and failure by the Seller to deliver any one or more of the instalments in accordance with these Conditions or any claim by the Buyer in respect of any one or more instalments shall not entitle the Buyer to treat the Contract as a whole as repudiated.
7.4 If the Buyer fails to take delivery of the Goods or fails to give the Seller adequate delivery instructions at the time stated for delivery (otherwise than by reason of any cause beyond the Buyer‚ reasonable control or by reason of the Seller‚ fault) then without prejudice to any other right or remedy available to the Seller, the Seller may:
(a) store the Goods until actual delivery and charge the Buyer for the reasonable costs (including insurance) of storage; or
(b) sell the Goods at the best price readily obtainable and (after deducting all reasonable storage and selling expenses) account to the Buyer for the excess over the price under the Contract or charge the Buyer for any shortfall below the price under the contract.
8.1 Due to the nature of the goods sold, the seller will not accept cancellations and returns from the Buyer.
8.2 Where as a gesture of goodwill the Seller does agree in writing to accept returned goods, still in its original, unopened condition, a 25% of the returned good value restocking fee will be charged.
8.3 Where a return is accepted as in clause 4.2, the buyer will be responsible for return carriage and any charges due.
9.1 Risk of damage to or loss of the Goods shall pass to the Buyer:
(a) in the case of Goods to be delivered at the Seller‚ premises, at the time when the Seller notifies the Buyer that the Goods are available for collection; or
(b) in the case of Goods to be delivered otherwise than at the Seller‚ premises, at the time of delivery or, if the Buyer wrongfully fails to take delivery of the Goods, the time when the Seller has tendered delivery of the Goods.
9.2 Notwithstanding delivery and the passing of risk in the Goods, or any other provision of these Conditions, the property in the Goods shall not pass to the Buyer until the Seller has received in cash or cleared funds payment in full of the price of the Goods and all other goods agreed to be sold by the Seller to the Buyer for which payment is then due.
9.3 Until such time as the property in the Goods passes to the Buyer, the Buyer shall hold the Goods as the Seller‚ fiduciary agent and bailee, and shall keep the Goods separate from those of the Buyer and third parties and properly stored, protected, insured and identified as the Seller‚ property. Until that time the Buyer shall be entitled to resell or use the Goods in the ordinary course of its business.
9.4 Until such time as the property in the Goods passes to the Buyer (and provided that the Goods are still in existence and have not been resold) the Seller shall be entitled at any time to require the Buyer to deliver up the goods to the Seller and, if the Buyer fails to do so forthwith, to enter upon any premises of the Buyer or any third party where the Goods are stored and repossess the Goods.
9.5 The Buyer shall not be entitled to pledge or in any way charge by way of security for any indebtedness any of the Goods which remain the property of the Seller, but if the Buyer does so all monies owing by the Buyer to the Seller shall (without prejudice to any other right or remedy of the Seller) forthwith become due and payable.
10.1 Any claim for non-delivering of any Goods shall be notified in writing by the Buyer to the Seller within 14 days of the date of the Seller‚ invoice.
10.2 Any claim which is based on any defect in the quality or condition of the Goods or their failure to correspond with specification shall (whether or not delivery is refused by the Buyer) be notified to the Seller within 3 days from the date of delivery or (where the defect or failure was not apparent on reasonable inspection) within 28 days from the date of delivery. All packaging materials must be retained for 28 days by the Buyer for inspection by the Seller.
10.3 If delivery is not refused, and the Buyer does not notify the Seller of any claim in accordance with the provisions of this Condition, the Buyer shall not be entitled to reject the Goods and the Seller shall have no liability for such defects or failure, and the Buyer shall be bound to pay the price as if the Goods had been delivered in accordance with the Contract.
11.1 Where the Goods have been manufactured by a third party, the Seller shall pass on to the Buyer the benefit of any warranties in relation to such Goods offered by the manufacturer or third-party supplier and the Buyer shall comply with any requirements stipulated in such warranties.
11.2 In respect of Goods manufactured or Branded by the Seller, the Seller warrants that the Goods will correspond with their specification at the time of delivery and will be free from defects in material and workmanship for a reasonable period.
11.3 The warranty in clause 11.2 is given by the Seller subject to the following conditions:
(a) the Seller shall be under no liability in respect of any defect in the Goods arising from any drawing, design or specification supplied by the Buyer
(b) the Seller shall be under no liability in respect of any defect arising from fair wear and tear, willful damage, negligence, failure to follow the Seller‚ instructions (whether oral or in writing), misuse, alteration, or repair of the Goods without the Seller‚ approval
(c) the Seller shall be under no liability under the above warranty (or any other warranty, condition, or guarantee) if the total price for the Goods has not been paid by the due date for payment; and
(d) the above warranty does not extend to parts, materials, or equipment not manufactured by the Seller, in respect of which the Buyer shall only be entitled to the benefit of any such warranty or guarantee as is given by the manufacturer to the Seller.
11.4 Subject as expressly provided in these Conditions all warranties, conditions or other terms implied by statute or common law are excluded to the fullest extent permitted by law.
11.5 Where the Goods are sold under a consumer sale (as defined by the Consumer Transactions (Restriction on Statements) Order 1976) the statutory rights of the Buyer are not affected by these Conditions.
11.6 If the Seller fails to deliver the Goods for any reason other than any cause beyond the Seller‚ reasonable control or the Buyer‚ fault, and the Seller is accordingly, liable to the Buyer, the Seller‚ liability shall be limited to the excess (if any) of the cost to the Buyer (in the cheapest available market) of similar goods to replace those not delivered over the price of the Goods.
11.7 Where any valid claim in respect of any of the Goods which is based on any defect in the quality or condition of the goods or their failure to meet specification is notified to the Seller in accordance with these Conditions, the Seller shall, at its sole discretion, replace the Goods (or the part in question), free of charge or refund to the Buyer the price of the Goods (or a proportionate part of the price) but the Seller shall have no further liability to the Buyer.
11.8 The Seller shall be under no liability in contract, tort or otherwise for any loss, damage, injury, or death arising directly or indirectly from the provision of the Services, with the sole exception of any death or personal injury caused by the negligence of the Seller.
11.9 Except in respect of death or personal injury caused by the Seller‚ negligence, the Seller shall not be liable to the Buyer by reason of any representation (other than fraudulent misrepresentation) or any implied warranty, condition or other term, or any duty at common law, or under the express terms of the Contract for any consequential loss or damage (whether for loss of profit or otherwise), costs, expenses, or another claim for consequential compensation whatsoever (and whether caused by the negligence of the Seller, its employees, or agents or otherwise) which arises out of or in connection with the supply of the Goods or their resale by the Buyer, except as expressly provided in these Conditions.
12.1 The Buyer shall indemnify and keep the Seller indemnified against all costs, expenses, damages, and demands incurred by the Seller in respect of:
(a) any alleged infringement of the patents, trademarks, copyright, design or other industrial property rights used by the Seller at the request of the Buyer
(b) any alleged breach or infringement of any statute or regulation concerning the preparation, marketing, and distribution of the Goods
(c) any alleged breach of any statute relating to trade descriptions or weights and measures where the Seller relies or has relied upon information relating thereto or labels provided by the Buyer, and the breach does not arise from the negligence or default of the Seller
(d) any claims arising and made under the Consumer Protection Act and which arise by reason of or in connection with a defect in the Goods or in the product manufactured and/or supplied by the Buyer in which the Goods are comprised, which defect is attributable either to the compliance by the Seller with the instructions given by the Buyer or to the Buyer‚ design of the product
(e) any defect or error or omission in the Specification or any other information provided by the Buyer.
13.1 The Seller shall not be liable to the Buyer or be deemed to be in breach of the Contract by reason of any delay in performing, or any failure to perform, any of the Seller‚ obligations in relation to the Goods or Services if the delay or failure was due to any cause beyond the Seller‚ reasonable control. Without prejudice to the generality of the foregoing, the following shall be regarded as causes beyond the Seller‚ reasonable control:
(a) Act of God, explosion, flood, tempest, fire, or accident.
(b) strikes, lockouts or other industrial actions or trade disputes (whether involving employees of the Seller or third parties)
(c) war or threat of war, sabotage, insurrection, civil disturbance or requisition
(d) import or export regulations or embargoes
(e) difficulties in obtaining raw materials, labor, fuel, parts, or machinery
(f) power failure or breakdown in machinery.
14.1 This Condition applies if:
(a) The Buyer makes any voluntary arrangement with its creditors or becomes subject to an administration order or (being an individual or firm) becomes bankrupt or (being a company) goes into liquidation (otherwise, then for the purpose of a solvent amalgamation or reconstruction)
(b) An encumbrancer takes possession, or a receiver is appointed, over any of the property or assets of the Buyer
(c) The Buyer ceases, or threatens to cease, to carry on business; or
(d) The Seller reasonably apprehends that any of the events mentioned above is about to occur in relation to the Buyer and notifies the Buyer accordingly.
14.2 If this Condition applies then, without prejudice to any other right or remedy available to the Seller, the Seller shall be entitled to cancel the Contract or suspend any further deliveries under the Contract without liability to the Buyer, and if the Goods have been delivered but not paid for the price shall become immediately due and payable notwithstanding any previous agreement or arrangement to the contrary.
15.1 Any notice to either party under these Conditions shall be in writing signed by or on behalf of the party giving, it and shall, unless delivered to a party personally, be left at or sent by prepaid first-class post, prepaid recorded delivery, facsimile, or email to the address of the party as notified in writing from time to time.
15.2
(a) Either party may, in whole or in part, release, compound, compromise, waive or postpone, in its absolute discretion, any liability owed to it or right granted to it under the Contract by the other party without in any way prejudicing or affecting its rights in respect of any other liability or right not so released, compounded, compromised, waived or postponed.
(b) No single or partial exercise or failure or delay in exercising any right, power or remedy by either party shall constitute a waiver by that party of, or impair or preclude any further exercise of that or any right, power or remedy arising under the Contract or otherwise.
15.3 To the extent that any provision of these Conditions is found by any court or competent authority to be invalid, unlawful, or enforceable in any jurisdiction, that provision shall be deemed not to be a part of these Conditions, it shall not affect the enforceability of the remainder of these Conditions nor shall it affect the validity, lawfulness, or enforceability of that provision in any other jurisdiction.
15.4 Any reference in these Conditions to any provision of a statute shall be construed as a reference to that provision as amended, re-enacted or extended at the relevant time.
15.5 The headings in these Conditions are for convenience only and shall not affect their interpretation.
16.1 These Conditions shall be governed by and construed in accordance with English law.
16.2 Each of the parties irrevocably submits for all purposes in connection with these Conditions to the exclusive jurisdiction of the courts of England.