PRINTWORKS DIRECT LIMITED TERMS AND CONDITIONS FOR THE SALE OF GOODS
1. Application of Conditions
1.1 The Seller shall sell and the Buyer shall purchase the Goods in accordance with any quotation or offer of the Seller which is accepted by the Buyer, or any order of the Buyer which is accepted by the Seller,
1.2 These Conditions shall govern the Contract to the exclusion of any other terms and conditions subject to which any such quotation is accepted or purported to be accepted, or any such order is made or purported to be made, by the Buyer.
2.1 In these Conditions:-
"Business Day" means any day other than a Saturday, Sunday or English bank holiday;
"the Buyer" means the person who accepts a quotation or offer of the Seller for the sale of the Goods or whose order for the Goods is accepted by the Seller;
“Compatibles” means goods not produced by the manufacturer of the machine in which they are used,
"the Contract" means the contract for the purchase and sale of the Goods under these conditions;
"these Conditions" means the standard terms and conditions of sale set out in this document and (unless the context otherwise requires) includes any special terms and conditions agreed in writing between the Buyer and the Seller;
"the Delivery Date" means the date on which the Goods and Services are to be delivered, either as agreed in writing by the Seller or derived by adding the Delivery Timescale (in Business Days) to the date the order was accepted by the Seller, whichever is later; “the Delivery Timescale” means the duration (in Business Days) agreed by the Seller from the Sellers acceptance of the order to delivery of The Goods;
"the Device” means the device in which the Goods are used, "the Goods" means the goods (including any instalment of the goods or any parts for them) which the Seller is to supply in accordance with these Conditions;
"month" means a calendar month; "the Seller" means Printworks Direct Limited, a company registered in England under Company Number 06616774 and includes all employees and agents of Printworks Direct Limited.
"writing" includes any communications effected by telex, facsimile transmission, electronic mail or any comparable means, "year" means a calendar year.
2.2 Any reference in these Conditions to a statute or a provision of a statute shall be construed as a reference to that statute or provision as amended, re-enacted or extended at the relevant time.
2.3 The headings in these Conditions are for convenience only and shall not affect their interpretation.
3. Basis of Sale
3.1 The Seller's employees or agents are not authorised to make any representations concerning the Goods unless confirmed by the Seller in writing. In entering into the Contract the Buyer acknowledges that it does not rely on, and waives any claim for breach of, any such representations which are not so confirmed.
3.2 No variation to these Conditions shall be binding unless agreed in writing between the authorised representatives of the Buyer and the Seller.
3.3 Sales literature, price lists and other documents issued by the Seller in relation to the Goods are subject to alteration without notice and do not constitute offers to sell the Goods which are capable of acceptance. An order placed by the Buyer may not be withdrawn cancelled or altered prior to acceptance by the Seller and no contract for the sale of the Goods shall be binding on the Seller unless the Seller has issued a quotation which is expressed to be an offer to sell the goods or has accepted an order placed by the Buyer by whichever is the earlier of:-
3.3.1 the Seller's written acceptance;
3.3.2 delivery of the Goods; or
3.3.3 the Seller's invoice.
3.4 Any typographical, clerical or other accidental errors or omissions in any sales literature, quotation, price list, acceptance of offer, invoice or other document or information issued by the Seller shall be subject to correction without any liability on the part of the Seller.
4. Orders and Specifications
4.1 No order submitted by the Buyer shall be deemed to be accepted by the Seller unless and until confirmed in writing by the Seller's authorised representative.
4.2 The specification for the Goods shall be those set out in the Seller's sales documentation unless varied expressly in the Buyer's order (if accepted by the Seller). The Goods will only be supplied in the minimum units (or multiples) stated in the Seller's price list or in multiples of the sales outer as specified. Orders received for quantities other than these will be adjusted accordingly, illustrations, photographs or descriptions whether in catalogues, brochures, price lists or other documents issued by the Seller are intended as a guide only and shall not be binding on the Seller.
4.3 The Seller reserves the right to make any changes in the specification of the Goods which are required to conform with any applicable safety or other statutory or regulatory requirements or, where the Goods are to be supplied to the Seller's specification, which do not materially affect their quality or performance.
4.4 No order which has been accepted by the Seller may be cancelled by the Buyer except with the agreement in writing of the Seller on the terms that the Buyer shall indemnify the Seller in full against all loss (including loss of profit), costs (including the cost of all labour and materials used), damages, charges and expenses incurred by the Seller as a result of cancellation.
4.5 Where page yields are quoted, they refer to the estimated amount of pages the Goods will deliver and are based on an average page coverage of five percent.
4.6 The Buyer shall be responsible to ensure that, except to the extent that instructions as to the use or sale of the Goods are contained in the packaging or labelling of the Goods, any use or sale of the Goods by the Buyer is in compliance with all applicable statutory handling and sale of the Goods by the Buyer is carried out in accordance with directions given by the Seller or any competent governmental or regulatory authority and the Buyer will indemnify the Seller against any liability loss or damage which the Seller might suffer as a result of the Buyer's failure to comply with this condition.
5.1 The price of the Goods shall be the price specified in the quotation current at the date of acceptance of the Buyer's order or such other price as may be agreed in writing by the Seller and the Buyer.
5.2 Where the Seller has quoted a price for the Goods the price quoted shall be valid for thirty days only or such lesser time as the Seller may specify.
5.3 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 foreign exchange fluctuation currency regulation, alteration of duties, significant increase in the costs of labour, materials or other costs of manufacture), any change in delivery dates, quantities or specifications for the Goods which is requested by the Buyer, or any delay caused by any instructions of the Buyer or failure of the Buyer to give the Seller adequate information or instructions.
5.4 Any settlement discount specified by the Seller in the Contract will be allowed by the Seller to the Buyer in respect of Goods for which payment is received by the Seller on or before the due date and otherwise in accordance with the payment terms set out in these Conditions and provided that no other amounts owing by the Buyer to the Seller are overdue and unpaid.
5.5 Except as otherwise stated under the terms of any quotation or in any price list of the Seller, and unless otherwise agreed in writing between the Buyer and the Seller, all prices are inclusive of the Seller's charges for packaging.
5.6 The price is exclusive of any applicable value added tax excise, sales or taxes or levies of a similar nature which are imposed or charged by any competent fiscal authority in respect of the Goods, which the Buyer shall be additionally liable to pay to the Seller.
6.1 Subject to any special terms agreed in writing between the Buyer and the Seller, the Seller shall invoice the Buyer for the price of the Goods on or at any time after 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.
6.2 The Buyer shall pay the price of the Goods (less any discount or credit allowed by the Seller, but without any other deduction credit or set off) within thirty days of the date of the Seller's invoice or otherwise in accordance with such credit term as may have been agreed in writing between the Buyer and the Seller in respect of the Contract. Payment shall be made on the due date notwithstanding that delivery may not have taken place and/or that the property in the Goods has not passed to the Buyer. The time for the payment of the price shall be of the essence of the Contract. Receipts for payment will be issued only upon request.
6.3 All payments shall be made to the Seller as indicated on the form of acceptance or invoice issued by the Seller.
6.4 The Seller is not obliged to accept orders from any buyer or buyer who has not supplied the Seller with references satisfactory to the Seller; if at any time the Seller is not satisfied as to the creditworthiness of the Buyer it may give notice in writing to the Buyer that no further credit will be allowed to the Buyer in which event no further goods will be delivered to the Buyer other than against cash payment and notwithstanding Clause 6.2 of these conditions, all amounts owing by the Buyer to the Seller shall be immediately payable in cash.
7.1 Delivery of the Goods shall be made by the Seller delivering the Goods to the place in the United Kingdom specified in the Buyer's order and/or the Seller's acceptance as the location to which the Goods are to be delivered by the Seller or, if no place of delivery is so specified, by the Buyer collecting the Goods at the Seller's premises at any time after the Seller has notified the Buyer that the Goods are ready for collection.
7.2 The Delivery Date is approximate only and shall not be of the essence. The Goods may be delivered by the Seller in advance of the Delivery Date upon giving reasonable notice to the Buyer.
7.3 Where the Goods are to be delivered in instalments, each delivery shall constitute a separate contract and failure by the Seller to deliver any one or more of the instalments in accordance with these Conditions or any claim by the Buyer in respect of any one or more instalments shall not entitle the Buyer to treat the Contract as a whole as repudiated.
7.4 If the Buyer fails to take delivery of the Goods or any part of them on the Delivery Date and/or fails to provide any instructions, documents, licences, consents or authorisations required to enable the Goods to be delivered on that date, the Seller shall be entitled upon given written notice to the Buyer to store or arrange for the storage of the Goods and then notwithstanding the provision of Condition 10.1 of these Conditions risk in the Goods shall pass to the Buyer, delivery shall be deemed to have taken place and the Buyer shall pay to the Seller all costs and expenses including storage and insurance charges arising from such failure.
8.1 If the Seller fails to deliver the Goods or any of them on the Delivery Date:-
8.1.1 if the Seller delivers the Goods at any time thereafter the Seller shall have no liability in respect of such late delivery;
8.1.2 if the Buyer gives written notice to the Seller within five Business Days after the Delivery Date and the Seller fails to deliver the Goods within five Business Days after receiving such notice the Buyer may cancel the order and the Seller's liability shall be limited to the excess (if any) of the cost of the Buyer (in the cheapest available market) of similar goods to those not delivered over the price of the Goods not delivered.
9.1 The Buyer is under a duty whenever possible to inspect the Goods on delivery or on collection as the case may be.
9.2 Where the Goods cannot be examined the carriers note or such other note as appropriate shall be marked “not examined”.
9.3 The Seller shall be under no liability for any damage or shortages that would be apparent on reasonable careful inspection if the terms of this clause are not complied with and, in any event will be under no liability if a written complaint is not delivered to the Seller within five days of delivery detailing the alleged damage or shortage.
9.4 In all cases where defects or shortages are complained of the Seller shall be under no liability in respect thereof unless an opportunity to inspect the Goods is supplied to the Seller before any use is made thereof or any alteration or modification is made thereto by the Buyer.
9.5 Subject to condition 9.3 and condition 9.4, the Seller shall make good any shortage in the Goods and where appropriate replace any goods damaged in transit as soon as it is reasonable to do so, but otherwise shall be under no liability whatsoever arising from such shortage or damage.
10. Risk and Retention of Title
10.1 Risk of damage to or loss of the Goods shall pass to the Buyer at:
10.1.1 in the case of Goods to be delivered at the Seller's premises, the time when the Seller notifies the Buyer that the Goods are available for collection; or
10.1.2 in the case of Goods to be delivered otherwise than at the Seller's premises, the time of delivery or, if the Buyer wrongfully fails to take delivery of the Goods, the time when the Seller has tendered delivery of the Goods.
10.2 Notwithstanding delivery and the passing of risk in the Goods, or any other provision of these Conditions, legal and beneficial title of the Goods shall not pass to the Buyer until the Seller has received in cash or cleared funds payment in full of the price of the Goods.
10.3 Sub-clause 10.2 notwithstanding, legal and beneficial title of the Goods shall not pass to the Buyer until the Seller has received in cash or cleared funds payment in full of the price of the Goods and any other goods supplied by the Seller and the Buyer has repaid all moneys owed to the Seller, regardless of how such indebtedness arose.
10.4 Until payment has been made to the Seller in accordance with these Conditions and title in the Goods has passed to the Buyer, the Buyer shall be in possession of the Goods as bailee for the Seller and the Buyer shall store the Goods separately and in an appropriate environment, shall ensure that they are identifiable as being supplied by the Seller and shall insure the Goods against all reasonable risks.
10.5 The Buyer shall not be entitled to pledge or in any way charge by way of security for any indebtedness any of the goods which remain the property of the Seller, but if the Buyer does so all money owing by the Buyer to the Seller shall (without prejudice to any other right or remedy of the Seller) forthwith become due and payable.
10.6 The Seller reserves the right to repossess any Goods in which the Seller retains title without notice. The Buyer irrevocably authorises the Seller to enter the Buyer’s premises during normal business hours for the purpose of repossessing the Goods in which the Seller retains title and inspecting the Goods to ensure compliance with the storage and identification requirements of sub-clause 10.4.
10.7 The Buyer’s right to possession of the Goods in which the Seller maintains legal and beneficial title shall terminate if;
10.7.1 The Buyer commits or permits any material breach of his obligations under these Conditions;
10.7.2 The Buyer enters into a voluntary arrangement under Part 1 of the Insolvency Act 1986, or any other scheme or arrangement is made with his creditors;
10.7.3 The Buyer is or becomes the subject of a bankruptcy order or takes advantage of any other statutory provision for the relief of insolvent debtors;
10.7.4 The Buyer convenes any meeting of its creditors, enters into voluntary or compulsory liquidation, has a receiver, manager, administrator or administrative receiver appointed in respect of its assets or undertaking or any part thereof, any documents are filed with the court for the appointment of an administrator in respect of the Buyer, notice of intention to appoint an administrator is given by the Buyer or any of its directors or by a qualifying floating charge-holder (as defined in paragraph 14 of Schedule B1 of the Insolvency Act 1986), a resolution is passed or petition presented to any court for the winding up of the Buyer or for the granting of an administration order in respect of the Buyer, or any proceedings are commenced relating to the insolvency or possible insolvency of the Buyer.
11.1 The Seller may assign the Contract or any part of it to any person, firm or company.
11.2 The Buyer shall not be entitled to assign the Contract or any part of it without the prior written consent of the Seller.
12. Defective Goods
12.1 For a period of one year from the date of delivery, if when they are used, any of the Goods are found to be defective in any material respect and the Buyer gives written notice of such defect to the Seller within three business days of such defect, the Seller shall at its option:-
12.1.1 replace the defective Goods within five business days of receiving the Buyer's notice; or
12.1.2 refund to the Buyer the price for the goods which are defective; but the Seller shall have no further liability to the Buyer in respect thereof and the Seller may not replace or refund the Goods if notice is not given by the Buyer as aforesaid.
12.2 In the case of Compatibles only, for a period of one year from the date of delivery, if when they are used, any of the Goods are suspected of causing damage to the Device in which they are used:-
12.2.1 the Buyer must give written notice within three business days of the suspected damage occurring to the Seller, and
12.2.2 the Buyer or its representatives must not attempt to rectify the suspected damage unless instructed in writing by the Seller, and
12.2.3 within three business days of notice being received, the Seller will instruct a professional engineer to inspect the Device and to produce a report, and
12.2.4 If, on receipt of the report from the professional engineer, the Seller agrees that the Device was damaged by the Goods then the Seller will, at its own option and expense, either arrange for the Device to be repaired or replaced with a similar model but the Seller shall have no further liability to the Buyer in respect thereof and the Seller may not replace or repair the Device if notice is not given by the Buyer as aforesaid or if any attempt to repair the device is carried out without the Sellers written agreement or if the device is not being used to the device’s manufacturers recommendations and guidelines including but not limited to duty cycle, print volumes and paper or if the Device has not been maintained in good condition or if the Goods are not used in the Device for which they were designed.
12.3 No Goods may be returned to the Seller without the prior agreement in writing of the Seller.
12.4 The Seller shall be under no liability in respect of any defect arising from fair wear and tear, or any wilful damage, negligence, subjection to normal conditions, failure to follow the Seller's instructions (whether oral or in writing), misuse or alteration of the Goods without the Seller's approval, failure to produce the quoted number of pages, or any other act or omission on the part of the Buyer, its employees or agents or any third party..
13. Collection of Used Goods
13.1 If requested in writing by the Buyer, the Seller will instruct its agent to collect the Goods when used from the Buyers location to which they were delivered.
13.2 Such collection will be free of charge when there are two full boxes (as supplied by the Seller) of the used Goods.
13.3 Collection will be by the Sellers agent and the Seller shall not be liable for any loss whatsoever to the Buyer caused by the collection of used Goods including, but not limited to, any item accidentally or otherwise included with the used Goods.
14. Buyer's Default
14.1 If the Buyer fails to make any payment on the due date then, without prejudice to any other right or remedy available to the Seller, the Seller shall be entitled to:-
14.1.1 cancel the order or suspend any further deliveries to the Buyer;
14.1.2 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 (notwithstanding any purported appropriation by the Buyer); and
14.1.3 charge the Buyer interest (both before and after any judgement) on the amount unpaid, at the rate of two per cent per annum above National Westminster Bank plc base rate from time to time, until payment in full is made (a part of a month being treated as a full month for the purpose of calculating interest).
14.2 This condition applies if:-
14.2.1 the Buyer fails to perform or observe any of its obligations hereunder or is otherwise in breach of the Contract; or
14.2.2 the Buyer becomes subject to an administration order or makes any voluntary arrangement with its creditors (within the meaning of the Insolvency Act 1986) or (being an individual or firm) becomes bankrupt or (being a company) goes into liquidation; or
14.2.3 an encumbrancer takes possession, or a receiver is appointed, of any of the property or assets of the Buyer; or
14.2.4 the Buyer ceases, or threatens to cease, to carry on business; or
14.2.5 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.
14.3 If Condition 14.2 applies then, without prejudice to any other right or remedy available to the Seller, the Seller shall be entitled to cancel the Contract or 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 notwithstanding any previous agreement or arrangement to the contrary.
15. Limitation of Liability
15.1 Subject to conditions 7, 8, 9, 12, 13 and 14, the following provisions set out the entire financial liability of the Seller (including any liability for the acts or omissions of its employees, agents and sub-contractors) to the Buyer in respect of:
15.1.1 any breach of these conditions;
15.1.2 any use made (including but not limited to modifications) or resale by the Buyer of any of the Goods, or of any product incorporating any of the Goods; and
15.1.3 any representation, statement or tortious act or omission including negligence arising under or in connection with the Contract.
15.2 All warranties, conditions and other terms implied by statute or common law (save for the conditions implied by section 12 of the Sale of Goods Act 1979) are, to the fullest extent permitted by law, excluded from the Contract.
15.3 Nothing in these conditions excludes or limits the liability of the Seller:
15.3.1 for death or personal injury caused by the Seller's negligence; or
15.3.2 for any matter which it would be illegal for the Seller to exclude or attempt to exclude its liability; or 15.3.3 for fraud or fraudulent misrepresentation.
15.4 Subject to condition 15.2 and condition 15.3:
15.4.1 the Seller shall not be liable to the Buyer by reason of any representation, or any implied warranty, condition or other term, or any duty at common law or under statute, or under the express terms of the Contract, for any direct, indirect or consequential loss depletion of goodwill or damage sustained by the Buyer (including without limitation loss of profit or indirect or special loss), costs, expenses or other claims for consequential compensation whatsoever (and whether caused by the negligence of the Seller, its servants or agents or otherwise) which arise out of or in connection with the supply of the Goods or Services or their use or resale by the Buyer, and
15.4.2 the Seller's total liability in contract, tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise, arising in connection with the performance or contemplated performance of the Contract shall be limited to the value of the Contract.
15.5 The Buyer shall indemnify the Seller against all damages, costs, claims and expenses suffered by, arising from, loss or damage to any equipment (including that of third parties) caused by the Buyer, or its agent or employees.
15.6 Where the Buyer consists of two or more persons such expression throughout shall mean and include such two or more persons and each or any of them. All obligations on the part of such a Buyer shall be joint and several obligations of such persons.
15.7 The Seller shall not be liable to the Buyer or be deemed to be in breach of this Contract by reason of any delay in performing, or any failure to perform, any of the Seller's obligations.
16. Confidentiality, Publications and Endorsements
16.1 The Buyer undertakes to the Seller that:-
16.1.1 the Buyer will regard as confidential the contract and all information obtained by the Buyer relating to the business and/or products of the Seller and will not use or disclose to any third party such information without the Seller's prior written consent provided that this undertaking shall not apply to information which is in the public domain other than by reason of the Buyer's default;
16.1.2 the Buyer will not use or authorise or permit any other person to use any name, trademark, house mark, emblem or symbol which the Seller is licensed to use or which is owned by the Seller upon any premises note paper visiting cards advertisement or other printed matter or in any other manner whatsoever unless such use shall have been previously authorised in writing by the Seller and (where appropriate) its Licensor;
16.1.3 the Buyer will use all reasonable endeavours to ensure compliance with this Condition by its employees, servants and agents.
16.2 This Condition shall survive the termination of the Contract.
17.1 All communications between the parties about the Contract shall be in writing and delivered by hand or sent by pre-paid first class post or sent by fax or sent by electronic mail:
17.1.1 (in the case of communications to the Seller) to its registered office or such changed address as shall be notified to the Buyer by the Seller; or
17.1.2 (in the case of the communications to the Buyer) to the registered office of the addressee (if it is a company) or (in any other case) to any address of the Buyer set out in any document which forms part of the Contract or such other address as shall be notified to the Seller by the Buyer.
17.2 Communications shall be deemed to have been received:
17.2.1 if sent by pre-paid first class post, two Business Days after posting (exclusive of the day of posting); or
17.2.2 if delivered by hand, on the day of delivery; or
17.2.3 if sent by fax or electronic mail on a Business Day prior to 2.00 pm, at the time of transmission and otherwise on the next Business Day.
17.3 Communications addressed to the Seller shall be marked “For the attention of the Director”.
18. Force Majeure
18.1 If either party is prevented from, or is hindered or delayed in, performing any obligation under this Contract by a Force Majeure Event then that obligation will be suspended or reduced to the extent that and for so long as the Force Majeure Event continues to prevent, hinder or delay its performance, subject to that party:
18.1.1 promptly notifying the other of the Force Majeure Event, the time it began and its effect on performance of the obligation; and
18.1.2 using all reasonable efforts to mitigate the effects of the Force Majeure Event upon the performance of its obligations under this Contract.
18.2 The party affected by the Force Majeure Event shall notify the other party promptly after the end of the Force Majeure Event at which time it will resume performance of its obligation.
18.3 If a Force Majeure Event continues for more than 3 months after notice under clause 18.1.1 then the party whose performance is not affected by the Force Majeure Event may terminate the Contract by giving not less than 14 days notice in writing to the other party but a party may not terminate under this clause by reason of a strike, lock-out or labour dispute within that party.
19. Entire Agreement
This Contract embodies and sets forth the entire contract and understanding of the parties and supersedes all other prior oral or written contracts, understandings, representations or arrangements relating to the subject matter of this Contract. Neither party is entitled to rely on any contract, understanding, representation or arrangement which is not expressly set forth or expressly referred to in this Contract.
No waiver by the Seller of any breach of the Contract by the Buyer shall be considered as a waiver of any subsequent breach of the same or any other provision.
If any provision of these Conditions is held by any competent authority to be invalid or unenforceable in whole or in part the validity of the other provisions of these Conditions and the remainder of the provision in question shall not be affected thereby.
22. Third Party Rights
A person who is not a party to the Contract shall have no rights under the Contract pursuant to the Contracts (Rights of Third Parties) Act 1999.
23. Governing Law and JurisdictionThe Contract shall be governed by the laws of England and the parties agree to submit to the exclusive jurisdiction of the English courts.