Sustainaprint Ltd

STANDARD TERMS AND CONDITIONS OF THE SALE OF GOODS AND PROVISION SERVICES

• Interpretation

• In these conditions

“The Seller” means Sustainaprint

“Buyer” means any person, firm or company who accepts a quotation of the seller for the sale of goods or whose order for goods is accepted by the seller.

“Goods” means the article, matter or things or any of them described in the order which the seller is to supply in accordance with these terms and conditions and the term shall be construed where the context so admits as including materials, products, services and/or work.

“Order” means the order placed by the buyer (whether on the Buyer’s own order form or otherwise) for the supply of goods and/or services

“Conditions” means the entire undertakings, terms, conditions and clauses embodied herein.

“Contract” means the contract for the purchase and sale of goods and/or services. Any reference in these conditions to any provisions of a statute shall be construed as a reference to that provision as amended, re-enacted, or extended at the relevant time.

• Any references to the masculine gender shall be deemed to include a reference to the feminine and neuters where the context so admits
• The headings to these conditions shall not affect the meaning or interpretation of this agreement

 

• Conditions:-

2.1 These conditions shall form the basis of the contract between the Seller and the Buyer. Notwithstanding anything to the contrary in the Buyer’s conditions of purchase, order form or other document, these conditions shall apply except, insofar as any variation which may be expressly agreed in writing by a director or authorized representative of the seller.

 

• Acceptance of Orders

3.1 The Buyer shall be responsible to the Seller for ensuring the accuracy of the terms of any order submitted, and for giving the Seller any necessary information relating to the goods within sufficient time to enable the Seller to perform the contract in accordance with it’s terms.

3.2 No order which has been accepted by the Seller may be cancelled by the Buyer except with an agreement in writing of the Seller and on terms that the Buyer shall undemnify the Seller in full against all loss (including loss of profit) costs, damages, charges and expenses incurred by the Seller as a result of such cancellation.

 

• Quotations

4.1 Any Quotation provided by the Seller is for information purposes only and shall be binding on the Seller only if, and to the extent that, it is incorporated in an order which the seller has previously accepted in writing. The Seller shall accept no liability for any errors or mistakes contained in any documents which it may issue in the regard.

 

• Price and Variation

5.1 The price of the goods shall be the Sellers quoted price. All prices quoted are valid for thirty (30) days only or until earlier acceptance by the Buyer, after which time they may be altered by the Seller without giving notice to the Buyer.

5.2 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 alteration of duties, significant increases in the cost of labour, materials or other costs of production) and any changes in delivery dates, quantities or specifications for the Goods which is required by the Buyer, or any delay caused by any instructions of the Buyer to give the Seller adequate information or instructions.

5.3 The price is exclusive of any applicable Value Added Tax, which the Buyer shall be additionally liable to pay to the Seller.

 

• Design and other Preliminary work

6.1 All preliminary and additional work carried out by the Buyer’s request whether of a design or experimental nature or otherwise and specifically included in any quotation will be charged for at a rate specified by the Seller from time to time.

6.2 Designs submitted by the Seller remain the property and copyright of the Seller unless otherwise agreed in writing.

6.3 Proofs or artwork 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 necessitated thereby shall be charged extra. When style type or layout is left to the Seller’s judgement, changes therefrom made by the Buyer shall be charged extra. A charge may also be made to cover any additional work involved where copy supplied is not clear or legible.

 

• Standing material

7.1 Metal films and other materials owned by the Seller and used by it in the production of plates, film, setting, negatives, positives and the like remain the exclusive property. Such items when supplied by the Buyer shall remain the Buyer’s property.

7.2 Metal plates owned by the Seller will be destroyed immediately after use unless written agreements are made to the contrary. In the latter event the cost of storage may be charged.

7.3 Film and other like materials owned by the Seller will be held for 12 months(unless obsolete by date or passed to the Buyer) unless written agreements are made to the contrary. In the latter event the cost of storage may be charged.

 

• Buyer’s property

8.1 Except in the case of a Buyer who is not contacting in the course of a business nor holding himself out as doing so Buyer’s property and all the property supplied to the Seller by or on behalf of the Buyer shall while it is in the procession of the Seller or in transit to or from the Buyer be deemed to be at the Buyer’s risk unless otherwise agreed in writing and the Buyer should insure accordingly.

8.2 The Seller shall be entitled to make a reasonable charge for the storage of any Buyer’s property left with the Seller before receipt of the order or after notification to the Buyer of completion of work.

 

• Materials supplied by the Buyer

9.1 The Seller may reject any paper, copy, film, plates or other materials supplied or specified by the Buyer which appear to him to be unsuitable but the Seller shall be under no liability to check the quality or suitability of the same. Additional cost incurred if materials are found to be unsuitable during production may be charged by the Seller

9.2 Where materials are to be supplied or specified, the Seller will take every care to secure the best results, but responsibility will not be accepted for imperfect work caused by defects, shortfall incompliance with specified requirements or unsuitability of materials so supplied or specified.

9.3 Quantities of materials supplied shall be adequate to cover normal spoilage,

9.4 Whilst every endeavor will be mad to supply material in accordance with the quality of samples submitted or quoted for, this cannot be guaranteed.

 

• Specification

10.1 The Buyer shall be responsible for ensuring that any artwork, sketches, specifications, description or information or other instructions supplied by the Buyer or by any agent or representative of the Buyer in connection with the manufacture or sale of any goods are accurate, unambiguous and clearly legible and meet the Buyer’s requirements, and the Buyer shall indemnify and hold the Seller harmless in respect of any liability, loss, injury, damage, demand, cost, charge of expense which may be incurred or sustained by the Seller by reason of  or arising directly or indirectly out of any claim in respect of any inaccuracy, ambiguity or illegibility in respect of any artwork, sketches, specification, descriptions or information or otherwise in relation thereto.

 

• Illustrations

11.1 Any samples, illustrations or descriptive material made available by the Seller including artwork, and specifications or weight capacity or dimension shall not form part of the contract but shall be treated as approximate only unless stated otherwise. All documents containing such illustrative or descriptive (as well as copyright therein) shall remain the exclusive property of the Seller and must not be copied or loaned or transfered

 

• Delivery and Payment

12.1 The Goods properly secured and packed in such a manner as to reach their destination in good condition under normal conditions of transport, shall be delivered by the Seller at, or dispatched for delivery to the place or places and in the manner specified in the order or as subsequently agreed or alternatively the Goods may be collected by the Buyer at the Sellers’s premises at any time after the Seller has notified the Buyer that the Goods are ready for collection. Risk and Property in the goods shall pass to the Buyer on delivery without prejudice to any right of rejection, which may accrue to the Buyer under these conditions.

 

12.2 The Seller shall be entitled to make a charge for delivery in order to cover any costs involved unless otherwise specified in the price quoted.

 

12.3 Should delivery of the goods be suspended at the request of, or delayed through any default on the part of the Buyer for more than a period of seven (7) days, the Seller shall then be entitled to payment for any materials specially ordered and for other additional cost including storage and insurance of the Goods.

 

12.4 Subject to any special terms agreed in writing by the Seller, the Seller shall be entitled to invoice the Buyer for the price of the Goods on or at the time after the 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.

 

12.5 Unless otherwise agreed in writing the Buyer shall pay the price of the Goods within thirty (30) days (unless otherwise stated) of the date of the Sellers’s invoice, not withstanding that delivery may not have taken place and that the property in the Goods has not passed to the Buyer. The time of payment of the price shall be of the essence of the Contract. Receipts for payment will be issued only upon request.

 

12.6 If the Buyer fails to make any payment on the due date then, without prejudice to any other rights or remedy available to the Seller, the Seller shall be entitled to:-

 

12.7.1 Cancel the contract or make any further deliveries to the Buyer

 

12.7.2 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 (not withstanding any purported appropriation by the Buyer) and charge the Buyer Interest (both before and after the Judgement ) on the amount unpaid at the rate of four (4) per cent per annum above TSB bank base rate from time to time., until payment is made in full. (a part month aging treated as a full month for the purpose of calculating interest).

 

• 13 Warranty

13.1 The Seller warrants that the Goods shall conform to the quality and description with the particulars stated in the Order.

 

13.2 No representation or warranty is given as to the suitability or fitness of the Goods for any particular purpose and the Buyer shall satisfy itself in this respect and shall be totally responsible therefore.

 

13.3 The Seller shall have no liability under the warrenty given in 13.1 if the total price for the goods has not been paid by the due date or all by the date when the Buyer claims that there has been a breech of such warranty

 

13.4 If the Goods are in such a state as would but for this condition entitle the Buyer to repudiate the contract and/or claim damages from the Seller, the Seller reserves the right to replace or reprint the goods in question.

 

• 14 Claims

14.1 The Buyer shall notify the Seller in writing of any damage to, delay or partial loss of Goods in transit within three (3) clear days of delivery and any claim in respect therof must be made in writing to the Seller within seven (7) clear days of the Goods delivery.

 

14.2 The Buyer shall notify the Seller in writing of non-delivery of any Goods within five (5) days of their despatch and any claim in respect thereof must be made by the Buyer to the Seller within seven (7) clear days of such despatch.

 

14.3 The Seller shall not be liable in respect of any claim unless the aforementioned requirements have been complied with except in except in any particular case where the Buyer can prove that :-

 

14.3.1 It was not possible to comply with the requirements and

 

14.3.2 Advise (where required) was given and the claim made as soon as was reasonable posssible.

 

14.4 Where the Buyer can prove to the Sellers satisfaction that the Goods ordered had been damaged or lost in transit the Seller will reprint or replace such Goods free of charge within a reasonable time thereafter.

 

• 15 liability

15.1The Seller shall not be liable for any consequential or indirect loss suffered by the Buyer, including loss of profits or loss of contracts, whether the loss arises from breach of a duty in contract or in tort or in any other way.

 

15.2 Subject to the warranty given in sub clause 14.1 the liability of the Seller under these conditions in relations to defective Goods supplied under this agreement shall be limited to the invoice value of the Goods replaced or reprinted.

 

15.3 The Seller shall not be liable if the Buyer has not complied with any instructions relating to preparation of the surfaces and areas to which the Goods are applied.

 

15.3 Notwithstanding sub clause 15.2 above, the Seller shall be under no liability in respect of any defect arising from fair wear and tear, willful damage, abnormal use or alteration of the Goods without the Seller’s approval.

 

15.4 All express or implied warranties or conditions Statutory or otherwise as to the quality or fitness for any particular purpose of the Goods, (except to the extent that this provisions is held to be unenforceable under or by virtue of any provision contained in the sale of Goods Act, 1979 or the unfair Contract Terms Act, 1977 or The supply of Goods and Services Act, 1982 or any statutory modification or re-enactment thereof for the time being in force) are hereby expressly excluded.

 

15.5 All goods supplied but not manufactured thereof and the sole liability of the Seller in respect thereof shall be given to the Buyer such benefits as the Seller shall receive under any contract with the Seller has with such manufacturer. In the event of any failure by such manufacturer for whatever reason to meet such liability which may arise by reason of any defects in such goods, the Seller shall be under no liability to the Buyer in respect of such defect.

 

15.6 If the Buyer wishes to rely upon any representation made by or on behalf of the Seller but not expressly embodied in any tender, quotation or contract to which these conditions apply, the Buyer shall give the Seller written notice of such reliance before the Seller incurs any obligation consequent upon such representation and shall not otherwise be entitled to rely upon such representation.

 

15.7 We exclude any liability as fare as it has been regulated by law. Our liability shall never exceed the total amount of the order involved. Except for general legislation of public order and good faith, we exclude any liability for compensation of damages of any kind, direct or indirect, including Industrial/commercial damages, to moveables and/or immovables and/or persons, concerning both the principal as any third party.

 

• General Lien

16.1 Without prejudice to any other remedies the Seller may have under these conditions, the Seller in respect of all unpaid debts due from the Buyer have a general Lien on all goods and property of the Buyer in its possession and until such time as the unpaid debts have been paid in full, the Seller shall have the right to withold delivery of such goods to the Buyer.

 

16.2 The Seller shall have a lien on the Goods so long as the Seller is in possession of them.

 

16.3 The Seller shall have a right of stoppage in transit.

 

16.4 The Seller shall have a right of resale in respect of such goods and to apply the proceeds towards such unpaid debts.

 

16.5 For the avoidance of doubt, it is hereby declared that nothing in this clause shall affect the rights given to the Seller by sections 38-48 of the Sale of Goods Act 1997.

 

• 17 Insolvency of the Buyer

17.1 This clause shall apply if:

 

17.1.1 The Buyer makes a voluntary agreement 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 than for the purpose of amalgamation or reconstruction) or

 

17.1.2 an encumbrance take spocession, or a receiver or and administrative receiver is appointed, or any of the property or assets of the Buyer, or

 

17.1.3 The Buyer ceases, or threatens to cease to carry on business, or

 

17.1.4. 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.

 

17.2 If this clause implies then, without prejudice to any other right or remedy available to the Seller, the Seller shall be entitled to cancel the contractor suspend any further deliveries under the contract without any liability to the Buyer, and if the Goods have been delivered but not paid for the price shall become immediately due and payable not withstanding any previous agreement to the contrary.

 

• 18 Force Majeure

18.1 The Seller shall be under no liability to the Buyer for any loss or damage which may be suffered by the Buyer as a result directly or indirectly of the supply of Goods by the Seller being prevented, hindered, delayed or rendered uneconomic by reason of circumstances or events beyond the Seller’s reasonable control including but not limited to an Act of God, legislation, war, riot, civil disobedience, strike, lock-out, trade dispute or labour disturbance, accident, breakdown of plant or machinery, fire, flood, a storm, difficulty or increased expense in obtaining materials or transport or other circumstances affecting the Supply of Goods or of the materials required for contract from the Sellers normal source of supply. During the continuance of such a contingency, the Buyer may be written notice to the Seller elect to terminate the contract but shall otherwise accept delivery of the Goods when the same are available.

 

• 19 Remedies

19.1 Termination of this agreement for whatever reason shall not affect the rights or remedies of either party hereto in respect of any antecedent breach or in respect of any sum of money owing by one party to the other

 

• Notices

20.1 Any notice given under this agreement shall be deemed to have been duly given if sent by prepaid, first class post to the party concerned at it’s last known address. Notices sent by first class post shall be deemed to have been served 48 hours after the same have been posted.

 

• 21 Indemnity

21.1 The Buyer shall keep the Seller fully and effectively indemnified against all costs, expenses , damage and losses incurred in respect of any third party claims or proceedings whatsoever brought in respect of the Goods sold and this includes, but is not limited to, any claim or proceedings relating to libel, the infringement of any letters patent, copy right, design right, Trademark, registered designs, trade names or any other intelectual proprietary, personal or industrial property rights of third parties. The indemnity shall extend to any amounts paid in settlement of any claim.

 

• 22 Law

22.1 This condition shall be governed and construed in accordance with the laws of England

 

• 23 Illegal Matter

23.1 The Seller shall not be required to print any matter such in it’s reasonable opinion is or may be of an illegal or libelous nature or an infringement of the proprietary or other rights of any third party and which would otherwise involve criminal or tortuous liability of any kind.

 

• 24 Regulations Codes and Standards

24.1 The Seller deems itself bound by Codes of Practice which require that the Seller ensure, so far as it possible or practical to do so, that no material or services produced or offered by the Seller offends or breaches the regulation codes or standards from time to time set or imposed by regulatory bodies including (but without limitations). The British Code of Advertising practice, The British Code of Sales Promotion Practice, and the code of the independent Committee for the Supervision of Standards of Telephone Information Service and the Buyer should ensure that the Goods comply in respects with such regulations codes or Standards and the Seller therefore reserves the right to take such steps as may be necessary to ensure compliance including if necessary cancellation of this Agreement without any liability to the Seller.

 

• Property Rights

25.1 All goods supplied remain our property until full payment, inclusive of inventual interest and costs, has taken place. In case of bankrupcy, suspension of payment, liquidation of the principal or decree (in case the principal is a natural person), we shall be entitled to cancel the order completely or partly, without serving a formal summons or applying for judicial interventions, and to claim back the part of the goods left unpaid. Cancelation and taking back of the goods leave our right to compensation of loss or damage intact. In these case any claim of ours on the principal will be due for payment immediately and completely.