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Terms & Conditions
1.1. The ‘company’ means Senior Graphics Limited.
1.2 The ‘customer’ means the customer of the company.
1.3 The ‘contract’ means any contract for the sale of goods by the company to the customer.
1.4 ‘The Goods’ means any goods forming the subject of this Contract including parts and components of or materials incorporated in them.
2.0 Quotations by the Company unless stated in them shall be open for acceptance within 30 days of the date of quotation.
3.1 No contract shall come into existence until the customer’s order (however given) is accepted by the earliest of (a) the Company’s written acceptance (b) delivery of the Goods and (c) the Company’s invoice.
3.2 These conditions shall be incorporated in the Contract to the exclusion of any terms or conditions stipulated or referred to by the customer.
3.3 No variation or amendments of the Contract shall be binding on the Company unless confirmed by it in writing.
4.1 Unless the Contract provides expressly otherwise, the price payable by the Customer shall be the Company’s ruling price at the date of despatch of the goods; details of such ruling price are available on request. Prices exclude VAT and other taxes or duties.
4.2 The Company shall have the right to adjust its prices for any increase in the price of materials, parts, labour, transport, changes in work of delivery schedules or quantities or any other costs of any kind arising for any reason after the date of the Contract.
5.1 All invoices are payable within the time stated on the invoice.
5.2 Time for payment shall be of the essence of the Contract. Without prejudice to any other rights of the Company if the Customer fails to pay the invoice price by the due date the Customer shall pay interest on any overdue amount from the date on which payment was due to that on which it is made (whether before or after judgement) on a daily basis at a rate of 2 per cent per annum over the base rate from time to time quoted by the Company’s Bankers and reimburse to the Company all costs and expenses (including legal costs) incurred in the collection of any overdue amount.
6.0 The Company shall not be required to supply test certificates, unless the same are requested on or before the Contract is entered into. The Company may charge such fees as it considers reasonable for any certificates
7.1 For the purpose of Section 12 of the Sale of Goods Act 1979 The Company shall transfer only such title or rights in respect of the Goods as the Company has and if the goods are purchased from a third party shall transfer only such title of rights as that party had and has transferred to the Company.
7.2 Not withstanding the earlier passing of risk title in the Goods shall remain with the Company and shall not pass until the amount due under the invoice for them has been paid in full.
7.3 Until title passes the Customer shall hold the Goods as bailee for the Company and shall store or mark them so that they can at all times be identified as the property of the Company
7.4 The Company shall be entitled at any time before title passes to repossess and dismantle (without being liable for any damage caused by so doing) and use or sell any of the Goods and so terminate (without any liability to the customer) the Customer’s right to use, sell or otherwise deal in them and for that purpose or for determining what if any goods are held by the Customer and expecting them to enter any premises of the Customer.
7.5 Until title passes the entire proceeds of sale of the Goods shall be held in trust for the Company and shall not be mingled with other monies or paid into any overdrawn bank account and shall at all times identifiable as the Company’s money.
7.6 The Company shall be entitled to maintain an action for the price of any Goods notwithstanding that title in them has not passed to the Customer.
8.1 Where a period is named for delivery, and such period is not extended by mutual consent in writing the Customer shall take delivery within that period.
8.2 Any time or date for delivery named by the Company is an estimate only and shall not form any part of the Contract and the Company shall not be liable for any penalty loss injury damage or expense arising from any dealt or failure in delivery or performance from any cause at all nor shall any such delay or failure entitle the Customer to refuse to accept any delivery or performance of or repudiate the Contract.
8.3 Where specifications are to be supplied the Customer shall supply such specifications in reasonable time to enable the Company to complete delivery within the time named.
9.1 Goods are delivered to the Customer when the Company makes them available to the Customer or any agent of the customer or any carrier (who shall be the Customer’s agent whoever pays his charges) at the Company’s
premises or other delivery point agreed by the Company.
9.2 Risk in the Goods passes when they are delivered to the Customer.
9.3 The Company may at its discretion deliver the Goods by instalments in any sequence.
9.4 Where the goods are delivered by instalments, each instalment shall be deemed to be the subject of a separate Contract and no default or failure by the Company in respect of any one or more instalments shall vitiate the Contract in respect of the Goods previously delivered or undelivered Goods.
9.5 The Company may deliver to the Customer lesser number than the number of Goods ordered and the Customer shall not refuse to accept delivery of such lesser number.
9.6 If the Customer fails to take delivery of the Goods or any part of them on the date for delivery and fails to provide any instructions, documents, licences, consents or authorisations required to enable the Goods to be
delivered on the delivery date, the Company shall be entitled upon giving written notice to the Customer to store or arrange for the storage of the Goods and then risk in the Goods shall pass to the Customer, delivery shall not be deemed to have taken place and the Customer shall pay to the Company all costs and expenses including without limitation storage and insurance charges arising from such failure.
10.0 The Company warrants that the Goods are within tolerances as to quality and finish and will replace or refund the price of any Goods which do not comply with this warranty, but otherwise no condition is made or to be implied nor is any warranty given or to be implied, whether arising by statute, custom of the trade, or at common law, as to the life or wear of the Goods or that they will be suitable for any particular purpose or for use under any specific conditions, notwithstanding that such purpose or conditions may be known or made known to the Company.
11.0 Goods represented by the Customer to be defective shall not form the subject of any claim for work done by the Customer or for any loss, damage or expense whatsoever arising directly or indirectly for such defects, but such Goods if returned to the Company and accepted by it as defective, will at the request of the Customer and if practicable be replaced as originally ordered. Defects in quality or dimensions in any delivery of Goods shall not be a ground for cancellation of the remainder of the order or the Contract.
12.0 Under no circumstances shall the company have any liability of whatever kind for:-
a) any defects resulting from wear and tear accident improper use by the Customer or use by the customer otherwise than in accordance with the instructions or advice of the Company or the manufacturer of any Goods or
neglect or from any instructions or materials provided by the Customer;
b) any Goods which have been adjusted, modified or repaired otherwise than by the Company;
c) any substitution by the Company of any materials or components not forming part of any specification of the Goods agreed in writing by the Company;
d) any descriptions, illustrations, specifications, figures as to performance, drawings and particulars of weights and dimensions submitted by the Company contained in the Company’s catalogues, price lists or elsewhere since
they are merely intended to represent a general idea of the Goods and do not form part of the Contract or be treated as representations;
e) any technical information recommendations statements or advice furnished by the Company its servants or agents not given in writing in response to a specific written request from the Customer before the Contract is
f) any variations in the quantities or dimensions of any Goods or changes of their specifications or substitution of any materials or components if the variation or substitution does not materially effect the characteristics of the
Goods, and the substituted materials or components are of a quality equal or superior to these originally specified.
13.1 The Company shall have no liability to the Customer (other than liability for death or personal injury resulting from the Company’s negligence) for any loss or damage of any nature arising from any breach of any express or
implied warranty or condition of the Contract or any negligence, breach or statutory or other duty on the part of the Company or arising in any other way, out of or in connection with the performance or purported
performance of or failure to perform the Contract except in accordance with this condition.
13.2 If the Customer establishes that any Goods have not been delivered, have been delivered damaged, are not of the correct quantity or do not comply with their description the Company shall, at its option, replace with similar
goods, any Goods which are missing, lost or damaged or do not comply with their description, allow the Customer credit for their invoice value or repair any damaged Goods.
13.3 If the Customer establishes that any such goods are defective the Company shall at its option, replace with similar goods or repair defective Goods, allow the Customer credit for their invoice value to the extent that the
Goods are not of the Company’s manufacture sign to the Customer (so far as the Company is able to do so) any warranties given by the manufacturer of the Goods to the Company.
13.4 The delivery of any repaired or replacement goods shall be at the Company’s premises or other delivery point specified for the original Goods.
13.5 Where the Company is liable in accordance with this condition in respect of only some or part of the Goods the Contract shall remain in full force and effect in respect of the other or other parts of the Goods and no set off or other claim shall be made by the Customer against or in respect of such other or other parts of the Goods.
13.6 No claim against the Company shall be entertained for any defect arising from any design or specifications provided or made by the Customer.
13.7 In no circumstances shall the liability of the Company to the Customer exceed the invoice value of the Goods.
14.0 The Customer shall be solely responsible for and shall indemnify and keep indemnified the Company against any liability or alleged liability, losses, damages, costs, expenses, actions, claims, demands, and proceedings
whatsoever incurred by the Company (without limitation whether under the Health & Safety at Work Act 1974, the Consumer Protection Act 1987 or otherwise) arising directly or indirectly from:-
a) work done in accordance with the Customer’s specification;
b) any handling, storage, use, consumption or supply of the Goods other than in strict accordance with and/or (where appropriate) when accompanied with the Company’s instructions warnings data sheets and other written
materials supplied by the Company in connection with the Goods.
15.1 Any claim for non-delivery of any Goods shall be notified in writing by the Customer to the Company within 7 days of the date of consignment.
15.2 Any claim that any Goods have been delivered damaged or not of the correct quantity or do not comply with their description shall be notified by the Customer to the Company within 3 days of their delivery and an
appropriate qualified signature is clearly made by the Customer on the delivery note.
15.3 Any claim must be made in writing and must contain full details of the claim including the part numbers of any allegedly defective Goods.
15.4 The Company shall be afforded reasonable opportunity and facilities to investigate any claims made under this condition and the customer shall if so requested in writing by the Company promptly return any Goods the
subject of any claim and any packing securely packed and carriage paid to the Company for examination.
15.5 The Company shall have no liability with regard to any claim in respect of which the Customer has not complied with the provision of this clause 16.
16.0 The Customer shall not be entitled to withhold payment or any sums due to the Company by reason of any disputed claim of the Customer.
17.1 The Company may sub-contract the performance of the Contract in whole or in part.
17.2 The Contract is between the Company and the Customer as principals and shall not be assignable by the Customer without the express written consent of the Company.
17.3 The Company shall have a lien on all the Customer’s property in the Company’s possession from all sums due at any time for the Customer and shall be entitled to use sell or dispose of that property as agent for and at the expense of the Customer and apply the proceeds in and towards the payment of such sums on 28 days notice in writing to the Customer. Upon accounting to the Customer for any balance remaining after payment of any sums due to the Company and the costs of sale or disposal the Company shall be discharged of any liability in respect of the Customer’s property.
17.4 The Company may without prejudice to any of its other rights at its discretion suspend or terminate the supply of any Goods if the Customer fails to make any payment when and as due or otherwise defaults in any of its obligations under the Contract or any other agreement with the Company or if any distress executions or other legal process shall be levied upon the Customer, or if the Customer becomes insolvent, has a receiver appointed of its business or is compulsorily or voluntarily wound up or the Company bona fide believes that any of those events may occur, and in the case of termination shall be entitled to forfeit any deposit paid.
17.5 All tools, patterns, materials, drawings, specifications and other data provided by the Company shall remain its property and all technical information patentable copyright and registered designs arising from the execution of any orders shall become the property of the Company.
17.6 The Contract and its subject matter are confidential and shall not be disclosed or used for any unauthorised purpose.
18.0 The rights of the Company shall not be prejudiced or restricted by any indulgence or forebearance extended by it to the Customer and no waiver by the Company in respect of any breach shall operate as a waiver in respect of any subsequent breach.
19.0 The complete or partial validity or unenforceability of any provision in these Conditions for any purpose shall in no way affect the validity or enforceability of such provision for any other purpose or the remaining provisions of these Conditions. Any such provision shall be deemed to be severed for that purpose.
20.0 The Company shall not be liable for any failure in the performance of any of its obligations under the Contract caused by factors outside its control.
21.0 The Contract shall be governed by English law and the Customer consents to the exclusive jurisdiction of the English courts in all matters regarding the Contract except to the extent that the Company invokes the jurisdiction of the courts of any other country.
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