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Terms And Conditions
Standard Terms and Conditions of Sale
1 Price
1.1 The Price quoted excludes VAT (unless otherwise stated). Vat will be charged at the rate applying at the time of delivery.
1.2 Our quotations lapse after 30 days (unless otherwise stated)
1.3 The price quoted includes delivery (unless otherwise stated)
1.4 Rates of tax and duties on the goods will be those applying at the time of delivery.
1.5 At any time before delivery we may adjust the price to reflect any increase in our costs of supplying the goods.
2 Specifications
2.1 If we produce the goods to your specifications, you must ensure
that:
2.1.1 your specifications are accurate
2.1.2 any material or image forming part of your specifications is of good quality and resolution;
2.1.3 goods produced in accordance with your specifications will be fit for the purpose for which you intend to use them; and 2.1.4 your specifications will not result in the infringement of any rights of a third party or the commission of a criminal offence
2.2 There may be variations in the shade of reproductions of colour images for which we are not liable. If you wish to avoid variations you should request a proof (which may be chargeable) or supply us with material so we can attempt to match.
2.3 All the materials or tools used to produce the goods are our property. We may dispose of materials or tools when the goods have been paid for.
3 Delivery
3.1 All delivery items quoted are estimates only
3.2 If we fail to deliver within a reasonable time, you may
(by informing us in writing) cancel the contract, however:
3.2.1 You may not cancel if we receive your notice after the goods have been dispatched; and
3.2.2 If you cancel the contract you can have no further claim against us under that contract.
3.3 If you accept delivery of the goods after the estimated delivery time, it will be on the basis that you have no claim against us for delay (including indirect or consequential loss or increase in the price of the goods.
3.4 We may deliver the goods in instalments. Each instalment is treated as a separate contract.
4 Delivery And Risk
4.1 The goods are at your risk from the time of delivery.
4.2 Delivery takes place either
4.2.1 at our premises (if you are collecting them or arranging carriage)
4.2.2 at your designated place of delivery
4.3 You must inspect the goods on delivery. If any goods are
damaged (or not delivered) you must write or tell us within
7 working days of delivery (or the expected delivery time)
You must give us (and any carrier) a fair chance to inspect the
damaged goods.
5 Payment Terms
5.1 You are to pay us in cash or cleared funds when you order unless
you have an approved credit account.
5.2 If you fail to pay us any sum when due
5.3.1 we will suspend or cancel future deliveries
5.3.2 we may cancel any discount offer to you
6 Title
6.1 Until you pay all debts you may owe us
6.1.1 all goods supplied by us to remain our property
6.1.2 you must store them so that they are clearly identifiable as our
property.
6.1.3 you must insure them (against the risk for which a prudent owner would ensure them) and hold the policy on trust for us
6.1.4 you may use those goods and sell them in the ordinary course
of your business, and not if, a - we revoke the right
(by informing you in writing) or b – you become insolvent.
6.2 You must inform us (in writing) immediately if you become insolvent.
6.3 If your right to use and sell the goods ends you must allow us to
remove the goods.
6.4 We have your permission to enter any premises where the goods
may be stored
6.4.1 at any time, to inspect them, and
6.4.2 after your right to use and sell them has ended, to remove them, using reasonable force if necessary
6.5 Despite our retention of title of the goods, we have the right to take
legal proceedings to recover the price of the goods supplied
should you not pay us by the due date
6.6 You are not our agent (unless otherwise agreed). You have no
authority to make any contact on our behalf or in our name
6.7 We retain ownership of any intellectual property rights we may
have in the goods.
7 Warranties
7.1 We warrant that the goods:
7.1.1 comply with their description on our acknowledgement to
order form; and
7.1.2 are free from material defect at the time of delivery
7.2 We give no other warranty (and exclude any warranty term or
condition that would otherwise be implied) as to the quality of the
goods or their fitness for any purpose.
7.3 We reserve the right to make any changed in the specifications
of our goods which are necessary to ensure the conform with any
applicable safety or other statuary requirements
7.4 We also reserve the right to make without notice any minor
modifications on our specifications designs or materials as we think
necessary or desirable
7.5 If you believe we have delivered goods which are defective in
material or workmanship you must:
7.5.1 inform us (in writing), with full details, as soon as possible, and
7.5.2 allow us to investigate (we may need access to your premises and product samples)
7.6 If the goods are found to be defective in material or workmanship
(following our investigations) and you have complied with those
conditions (in clause 8.5) in full, we will (at our option) replace the
goods or refund the price.
7.7 We are not liable for any other loss or damage (including indirect
or consequential loss, financial loss, loss of profits or loss of use)
arising from the contract or the supply of goods or their use, even
if we are negligent.
7.8 For all other liabilities not referred to elsewhere in these terms our
liability in damages to the price of the goods.
7.9 Nothing in these terms restricts or limits our liability for death or
or personal injury resulting from negligence
9 Return of Goods
9.1 We will accept the return of goods from you only
9.1.1 by prior arrangement (confirmed in writing)
9.1.2 on payment of an agreed handling charge (unless the
goods were defective when delivered)
9.1.3 where the goods are as fit for sale on their return as they
were on delivery.
10 Cancellation
10.1 If the order is cancelled (for any reason) you are then to pay us for
all stock (finished or unfinished) we may then hold (or to which we
are committed) for the order.
10.2 We may suspend or cancel the order by written notice if
10.2.1 you fail to pay us any money where due (under the order or otherwise)
10.2.2 you become insolvent
10.2.3 you fail to honour your obligations under these terms
10.3 You may not cancel the order unless we agree in writing
11 Waiver and Variations
11.1 Any waiver or variation of these terms is binding in honour only
unless:
11.1.1 made (or recorded) in writing
11.1.2 signed on behalf of each party, and
11.1.3 expressly stating an intention to vary these terms
11.2 All orders that you place with us will be on these terms (or any that
we may issue to replace them) By placing an order with us, you
are expressly waiving any printed terms you may have to the
extent that they are inconsistent with our terms.
12 Force Majeure
12.1 If we are unable to perform our obligations to you (or able to
perform them only at unreasonable cost) because of
circumstances beyond our control, we may cancel or suspend
any of our obligations to you, without liability.
12.2 Examples of those circumstances include act of God, accident,
explosion, fire, flood, transport delays, strikes and other industrial
disputes and difficulty in obtaining supplies.
13 General
13.1 Scottish law is applicable to any contract made under these
terms. The Scottish courts have non-exclusive jurisdiction.
13.2 If you are more than one person, each of you has joint obligations
under these
13.3 If any of these terms are unenforceable as drafted:
13.3.1 it will not affect the enforceability of any other of these
terms; and
13.3.2 If it would be enforceable if amended, it will be treated as
as so amended.
13.4 We may teat you as insolvent if:
13.4.1 you are unable to pay your debts as they fall due, or
13.4.2 you (or any item of your property) become the subject of
a - any formal insolvency procedure (examples of which
include receivership, liquidation, administration, voluntary
arrangements (including a moratorium) or bankruptcy)
b - any application or proposal for any formal insolvency
procedure; or
c - any application, procedure or proposal overseas
with similar effect or purpose
13.5 All brochures, catalogues and other promotional materials are to
be treated as illustrative only. Their contents from no part of any
contract between us and you should not rely on them in entering
into any contract with us.
13.6 Any notice by either of us which is to be served under these terms
may be served by leaving it at or by delivering it to (by first class
post or by fax) the other registered office or principal place of
business. All such notices must be signed.
13.7 The only statements upon which you may either rely in making the
contract with us are those made in writing by someone who is
(or whom you reasonably believe to be) our authorised
representative and either;
13.7.1 contained in our estimate (or any covering letter) and not
withdrawn before the contract made; or
13.7.2 which expressly state that you may rely on them when
entering into the contract
13.8 Nothing in these terms affects or limits our liability for fraudulent
misrepresentation.