Terms of Business

1 The expression 'Terms of Business' shall include any specific terms contained in our current sales literature, the general terms set out below (so far as they are not inconsistent with such specific terms) and any other terms which we may specify in writing from time to time (so far as subsequent dealings are concerned) and the expressions 'goods' means goods of all types supplied by us and 'consignment' means all goods comprised in each delivery.

2 Unless otherwise stated 'quotations' or 'offers' contained in our sales literature shall be deemed to be invitations to treat and prices referred to in such literature may be changed without notice. Acceptance of any order shall be subject to availability and to our Terms of Business. Any condition of order which is inconsistent with our Terms of Business shall be inapplicable unless we acknowledge in writing that such condition is agreed. The terms set out below shall supersede all previous published terms which are inconsistent with them.

3 Unless otherwise stated, all prices are quoted net of Value Added Tax and include packaging and delivery charges. Quotations are subject to acceptance within 28 days unless otherwise agreed.

4 If any discount is agreed, it shall be dependent on payment for the consignment in question by the due date, and any offer of discount will automatically be withdrawn and/or be inoperative if any sums are overdue.

5 Subject to the submission of satisfactory references, credit accounts may be established for approved customers. Statements of Invoices outstanding at the end of each accounting period will be sent to all approved customers and the total amount due in respect of such Invoices shall unless otherwise agreed (but subject in any event to clause 6 below) be payable within 7 days of the date of the Statement. This means that payment in full for all Invoices must be received by us before the end of the month following the date of the Invoice.

6 Payment for all goods shall become due immediately if (whether you are a company or an individual): -
(i) Any accounts are in arrears; or
(ii) You enter into any composition or arrangement with your creditors; or
(iii) Any process of execution or distress is levied against you which is not paid within 14 days from the commencement of such process or, in the case of an individual, you are made bankrupt or the subject of an administration order or interim order in connection with a voluntary arrangement or, in the case of a company, an administrator or an administrative receiver is appointed or a resolution is passed or order made for winding up (except for the purposes of reconstruction or amalgamation).

7 Interest shall be payable on any amount outstanding after the due date for payment at 2% per month.

8 The goods will remain our property until payment is received, and cleared in full for:
(i) The total invoice price for those goods together with any other related charges; and
(ii) Any other amounts which are overdue from you.

Until such time as property in the goods passes to you, such goods shall be held by you as our bailee, and you shall store them so that they can be clearly identifiable as our property. If payment is overdue, we may (without prejudice to any of our other rights) recover or re-sell any goods which you hold as our bailee, and enter upon your premises by our servants or agents for that purpose. We shall also be entitled to enter upon your premises for that purpose.

9 Whilst we will use our best endeavours to adhere to any time stated for delivery, any dates quoted for delivery are approximate only and we shall not be liable for any delay howsoever caused.

10 Consignments shall be at your risk immediately on collection or on receipt of delivery. You must give notice in writing of any shortage in, or of any loss or damage to the same during delivery, both to the carrier and to us immediately on discovery, and in any event, within three days of delivery otherwise no liability for any such shortage, loss or damage can be accepted.

11 Liability for defective goods shall be restricted to the cost of replacement. No liability can be accepted for any consequential loss howsoever caused, nor for any damage caused by misuse. Goods are sold on condition that such goods shall be used strictly for their intended purposes, and in accordance with any instructions specified by the manufacturer, and with the benefit of any assignable warranties given by the manufacturer and subject to the manufacturer's Terms and Conditions.

12 We may withhold or cancel any delivery if:
(i) you fail to make any payments on the due date; or
(ii) you are in breach of our Terms of Business notwithstanding that on any previous occasion we may have waived our rights in respect of such breach.

13 Goods which are printed to your order will be subject to the following additional provisions:-
(i) Printers conditions with regard to quantity variations shall apply, but you will not be required to accept quantities which are 10% more or less than the amounts ordered;
(ii) Where proofs are submitted for your approval, you are responsible for ensuring that all errors are corrected. Additional charges may be made if you fail to do so, or if further proofs are required. If you do not specify the style, typeface or layout, additional charges may also be made if you require changes. Proofs must be approved by returning the original or copy to us by post or fax;
(iii) If you require expedited delivery of goods printed to your order without approving a proof, you will be liable to pay the full price for the goods, notwithstanding that errors may occur;
(iv) You will indemnify us in respect of any claims, costs and expenses we may incur, arising as a result of any infringement of copyright, patent, design or other intellectual property right, or as a result of the publication of any said libellous or illegal material.

14 We shall have the exclusive right to appropriate any payments received from you in the discharge of any monies due for goods supplied to you.

15 In the event of war, invasion, act of foreign enemy, hostility, civil war, rebellion, revolution, insurrection or military usurped power, we shall be relieved of liabilities incurred under our Terms of Business wherever and to the extent which fulfilment of such obligations is prevented, frustrated or impeded as a consequence of any such event or by any statute, rules, regulations, orders or requisitions issued by any government department, council or any other duly constituted authority, or from strikes, lockouts, breakdown of plant or any other causes beyond our control.

16 If any of the provisions of our Terms of Business shall be found to be unreasonable, invalid or unlawful under any enactment or rule of law pertaining thereto, the Court or other competent tribunal shall have the power to strike out or override that part, whether it be an entire provision or some part or parts thereof, and enforce our Terms of Business as if the unreasonable, invalid or unlawful part or parts had not been included.

17 Each of the provisions of our Terms of Business is a separate and independent provision and the invalidity or unenforcability of any such provision or part thereof, shall not prejudice or affect the validity and enforceability of any other provision or part thereof which would not otherwise be invalid or unenforceable.

18 Our Terms of Business and all agreements to which such terms apply shall be governed by and construed in accordance with English law and subject to the jurisdiction of the English Courts.