Contrast Selfbind - Standard Conditions of Sale

 

1. Interpretation

(a) In these Conditions 'the Seller' means Contrast Selfbind, or any subsidiary company or agent authorised by them and 'the Purchaser' means the person or persons firm or company purchasing from or doing business with the Seller.
(b) 'The Goods' means all products supplied by the Seller to the Purchaser whether by means of sale, hire, rental or otherwise and whether the property of the Seller is owned by the Seller or distributed by the Seller as agents for another.

2. Acceptance

Contracts and orders are only accepted subject to these Conditions of Sale, acceptance of which must be unqualified. If any qualification or variation is made by the Purchaser it shall not form part of the contract unless expressly agreed in writing by the Seller. Furthermore, these Conditions of Sale over-ride all clauses with a contrary intention whether printed or not, which may be proposed by the Purchaser, until expressly accepted in writing by the Seller.

3. Quotations

(a) Quotations are subject to written confirmation.
(b) All prices quoted or accepted are exclusive of Value Added Tax and the contract shall be such prices plus V.A.T., where applicable,

4. Payment

(a) All accounts are due and payable under these Conditions 30 days from the date of the invoice.
(b) There shall be no payment, for purposes of these Conditions, until any cheque has been cleared.
(c) Time for payment shall be of the essence.
(d) The Seller reserves the right to charge interest at the rate of 3% above the base rate from time to time of Lloydstsb Bank Plc on all overdue accounts, such interest being deemed to accrue on a day to day basis from the due date of payment under Paragraph 4(a).
(e) The Purchaser shall have no right of set off statutory or otherwise.
(f) If the Purchaser (being a company) has a petition presented for its winding up or passes a resolution for voluntary winding up or otherwise than for the purposes of a bone fide amalgamation or reconstruction or compounds with its creditors or has a receiver appointed of all or any part of its assets or (being an individual) becomes bankrupt or insolvent or enters into any arrangement with its creditors or commits a material or serious breach of this Agreement (and in the case of such a breach being remediable fails to remedy it within 7 days or receiving notice to do so) he will be deemed to have repudiated the Contract. (g) If the Purchaser (being a company) fails to pay an account by the due date its directors will be personally, jointly and severally liable to the Seller.
(h) If at any time any sum owed by the Purchaser is overdue the Seller reserves the right to withhold provision of any delivery of any of its goods and services until such time as all monies due to the Seller have been paid.
(i) The Seller reserves the right at any time at its discretion to demand security for payment before continuing with or delivering any order.

5. Delivery

(a) Delivery will be deemed to have been effected after the Goods leave the premises of the Seller or as the case may be the premises of the suppliers to the Seller in circumstances where the Goods are delivered direct from such suppliers.
(b) Time of delivery is not of the essence.
(c) The Seller shall not be liable for any loss whatsoever or howsoever arising caused by its non-delivery or by the failure to make Goods ready for collection on the agreed date.
(d) The Seller reserves the right to make delivery by instalments and to tender a separate invoice in respect of each instalment.
(e) When delivery is to be by instalments or the Seller exercises its right to deliver by instalments under Paragraph 5(d) or if there be any delay in the delivery of any one or more instalments for whatever reason this will not entitle the Purchaser to treat the Contract as repudiated or to damages.
(f) The Seller reserves the right to make a delivery charge according to the circumstances of each order. Deliveries of £75.00 nett goods value and over are carriage paid within the Seller's normal delivery programme. Under £75 a surcharge will be applied, and special deliveries will be charged at the cost to the Seller.
(g) Shortages, errors or discrepancies must be notified to the Seller within three days of delivery.

6. Separability

Where an order for successive deliveries is accepted by the Seller each delivery shall be treated as a separate contract and disputes arising out of or in connection with one delivery shall not affect the balance of deliveries to be made in execution of the order.

7. Quantity

A shortage or surplus charge pro rata will be considered acceptable by the Purchaser.

8. Manufacturing Standards

All products are supplied in accordance with recognised trade tolerances. Every endeavour will be made by the Seller to match colours, but exact matching cannot be guaranteed. Material thickness is calculated on a plus or minus 10% tolerance, and sizes given are subject to a plus or minus 5% tolerance.

9. Sketches and Origination Work

All sketches and origination work remain the property of the Seller.

10. Special Printing and Construction

Alterations from original copy on and after the first proof including alterations in style of construction will be charged extra. Proofs of all work may be submitted for the Purchaser's approval and no responsibility will be accepted for any errors in proofs which may be passed by him. The Purchaser shall be solely responsible for any matter which the Seller causes to be printed on the goods on the instructions or at the request of the Purchaser, for any design or construction which the Seller causes to be executed on the instruction or at the request of the Purchaser whether the same shall have been supplied by the Seller or by the Purchaser, and solely responsible for any claim or proceedings made or brought by a third party arising therefrom.

11. Claims

(a) Complaints or claims will only be considered if notified in writing by the Purchaser to the Seller within three days of the delivery of the goods.
(b) Claims related to the transport of goods must be notified immediately on receipt to enable the Seller to comply with the time limit procedure of carriers by whom the goods were transported. The return of goods will not be accepted until the Seller or his representative shall first have had the opportunity of examining them and given his consent in writing.
(c) Any returns other than for faulty goods must be agreed prior to return and will normally attract a 20% restocking charge.

12. Consequential Loss

(a) No condition or warranty is to be implied as to the merchantable quality of the goods ordered, or as to their suitability for any purpose whether known to the Seller or not, and no responsibility is accepted by the Seller for any consequential damage or loss arising directly or indirectly out of the goods supplied by it.
(b) The Seller shall not be responsible for any consequential loss directly or indirectly arising as a result of any error in printing applied to any goods supplied by the Seller.

13. Limit of Liability

In no circumstances whatsoever shall the Seller's liability to the Purchaser arising under, out of or in connection with this contract or the goods supplied hereunder exceed the invoice price of the goods concerned.

14. Retention of Title

(a) The risk in the goods shall remain in the Seller until delivery to the Purchaser whereupon it will pass to the Purchaser.
(b) The goods shall remain the property of the Seller and the Purchaser shall hold the goods as bailee for the Seller until such time as all sums owing to the Seller under this or any other contract are paid.
(c) Without prejudice to the Purchaser's continuing obligation to the Seller as bailee of the goods the Purchaser shall be entitled to resell the goods in the ordinary course of its business and monies received by the Purchaser upon resale shall be the property of the Seller and shall be held by the Purchaser in trust for the Seller until all sums owing by the Purchaser to the Seller under this or any other contract have been paid.
(d) The Purchaser grants to the Seller an irrevocable licence to enter on to the premises where the goods are kept to repossess them in the event of insolvency defined in Paragraph 4(f), or the Purchaser fails to pay an account by the due date.

15. Cost Variation

Prices may be revised in the event of any increase in costs to the Seller between the receipt of order and date of delivery to the Purchaser.

16. Purchaser's Property

Purchaser's property when supplied will be held at the Purchaser's risk. Every care will be taken to secure the best results where materials are supplied by Purchasers but responsibility will not be accepted for imperfect work caused by unsuitability of such materials

17. Exclusion of Sale by Sample

Notwithstanding that in connection with any order the Seller may submit a sample of the goods to the Purchaser as indicating the quality, colour or type of goods which may be supplied, no order for goods or acceptance thereof shall be deemed to constitute a sale by sample.

18. Force Majeure, etc

The Purchaser shall not be liable for any delay in delivery or non delivery of goods caused by any circumstance beyond the Seller's control including without limitation any fire, flood, breakdown of machinery, strike, lock out or Court Order and in such circumstances the Seller reserves the right to cancel or suspend the whole or part of any delivery.

19. Variation of Terms

Any quotation is made subject to the above noted terms and conditions and no alterations, exclusions, additions or qualifications to the quotation and specification will be made unless confirmed in writing by the Seller.

20. Governing Law

These conditions and contract of which they form part shall be governed and construed in accordance with the Laws of England and the Purchaser and the Seller agree to submit to the jurisdiction of the Courts of England.