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Application of Conditions
(a) Those Conditions shall apply to all contracts entered into by ALBION SYSTEMS LTD (the Seller) for the sale of goods and shall extend to any goods supplied in substitution for or in addition to the contract goods.
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The Contract
(a) The Contract consists of the Buyers Order and the Sellers Acknowledgement (effective on Posting) including these Conditions but excluding the provisions of the Order which conflict with or are in addition to the Acknowledgement or the Conditions. In particular no terms conditions or reservations stipulated by the Buyer (even if the same shall have been signed by the Seller) or any purported variation or delegation form or addition to these conditions or any course of dealing shall be binding on the Seller or affect the application of these Conditions except so far as the same are expressly agreed in writing by the Head Office of the Seller.
(b) No servant or agent of the Seller has power to vary these Conditions orally.
(c) No relaxation forbearance delay or indulgence of the Seller in enforcing any of its strict rights hereunder shall affect prejudice or restrict such rights and any waiver by the Seller in respect of any breach of contract by the Buyer shall not operate as a waiver by the Buyer shall not operate as a waiver of any subsequent or continuing breach.
(d) In the event that any Condition (or part thereof) shall breach or be unenforceable under any rule of law or legislation it shall be of no effect but all the other provisions of the Conditions or part of it. The parties agree that as from the date of such judicially certified breach or unenforceability they will assume obligations as near as may be to those conditions in the offending Condition or part thereof.
(e) The seller reserves the right to amend its price list quotations, invoices and credit notes to correct any errors.
(f) Any statement as to price, quantity, periods of availability for purchase of any item of goods referred to in any price list, quotation, catalogue, advertisement or other similar document of the Seller is an invitation to treat only and does not constitute an offer by the Seller to sell on those terms and the Buyer acknowledges that it has not nor will not enter into the Contract in reliance on any such statement.
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Cancellation
No contract may be cancelled without the consent of the Seller. If any Contract is with the consent of the Seller cancelled by the Buyer shall indemnify the seller for all costs and consequential losses claimed by the Buyer to have arisen out of such cancellation or at the option of the seller and as a genuine pre-estimate by the parties of the loss likely to be suffered by the Seller pay to the Seller liquidated damages of 10 per cent of the value of the order, subject to a minimum of 50%.
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Termination
If the Buyer shall become bankrupt or make any composition with the Buyers creditors or if a receiver shall be appointed of the whole or any part of the assets of the buyer or if a resolution shall be passed or petition be presented or any order made for the winding up of the Buyer or if the Buyer shall fail to pay for any goods supplied by the Seller on the due date the Seller may immediately without notice terminate the Contract with the Buyer without prejudice to any rights which may be accrued to the Seller prior to such termination.
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Notices
Any notices or communications required or permitted here under shall be given in writing to the other party at the address stated overleaf or at such other address as shall be given by either party to the other in writing. Such a notice shall be deemed to have been given or made when delivered personally or placed properly addressed, post registered and prepaid in the mail of the U.K. or communicated by telex during the working hours of the other party.
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Unless otherwise agreed in writing the contract shall in all respects be construed as an English contract and in conformity with English law.
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The Courts of England shall have exclusive jurisdiction.
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All Orders are accepted subject to trade references being satisfactory.
SELLERS OBLIGATIONS
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Delivery
(a) Notwithstanding acceptance of an Order all goods are sold subject to availability (i.e. goods of the contract description owned and warehoused by the Seller) at the time of delivery
(b) Unless otherwise specified over leaf the Contract Price includes delivery to any premises of the Buyer in the U.K. by any method of transport at the Sellers option.
(c) The Buyer shall provide sufficient labour and equipment to off load the goods at the place of delivery
(d) Any times quoted for delivery are to be treated as estimates only and the Seller shall not be liable for failure to deliver within such times unless Buyer has suffered loss thereby the amount payable in respect therof shall have been agreed in writing on the signing hereof a liquidation damages in which case the Sellers liability shall be limited to that amount. In all cases, whether a time for delivery be stated or not the time for delivery shall be extended by a reasonable period if delay in delivery is caused by instructions or lack of instructions or lack of instructions from the buyer or by industrial dispute or by any cause whatsoever beyond the Sellers reasonable control.
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Storage
If the Buyer fails to take delivery on the agreed date or, if no specific delivery date has been agreed, when the goods are ready for delivery, the Seller shall be entitled to store and insure the goods and to charge the Buyer reasonable costs of so doing and to tender its account for the price under condition 16.
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Risk
Risk of loss of or damage to the goods shall pass to the Buyer when the goods have been delivered to the buyer or to his agent or when they leave the Sellers premises whichever occurs first or in the event that they are delivered in the sellers own transport, when they leave such transport.
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Loss or damage in transit
(a) When the price quoted included delivery the Seller shall repair or replace free of charge goods damaged in transit or not delivered in accordance with the advice note subject to the following conditions:
(i) All goods must be examined by the Buyer immediately on receipt.
(ii) Where breakage or shortage has been sustained the carriers receipt note must be endorsed to this effect and the Buyer must in addition notify the carrier and the Sellers sales office within 48 hours.
(iii) All damaged goods must be kept for inspection by the Seller or Carrier until otherwise advised by the Seller.
(iv) In the event of goods ordered not being received within 14 days of invoice date the Seller must be notified thereof in writing immediately.
(v) If Short delivery does take place the Buyer undertakes not to reject the goods but to accept the goods delivered as part performance of the Contract.
NO CLAIMS CAN OTHERWISE BE ENTERED AND SELLERS LIABILITY FOR NON-DELIVERY OR SHORT DELIVERY IN TRANSIT SHALL IN ANY EVENT AND NOTWITHSTANDING THE FOREGOING BE LIMITED BY AND SUBJECT TO THE TERMS GOVERNING THE LIABILITY OF THE CARRIER.
(b) Deliveries varying in quantity compared with the Order by not more than 5 per cent. or in the case of work in more than one colour 10 per cent. shall be accepted by the Buyer and paid for.
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Liability
(a) Any description of details of goods given by the Seller are meant as a general indication of the nature of the goods and the Seller shall not be liable for nor shall the Buyer be entitled to any remedy on the ground of discrepancies between the same and the goods supplied.
(b) Goods previously supplied by the Seller shall not be sample for goods subsequently to be sold and the Seller does not guarantee that goods of the same description will correspond with goods previously sold in respect of their composition manufacture or characteristics. No sale by the Seller shall be a sale by samples.
(c) (i) It is the buyer's responsibility to satisfy itself that the goods are suitable for its requirements and the Seller does not profess to have any skill or judgement in relation to the particular need of the Buyer.
(ii) All goods supplied by the Seller to the buyer will be supplied on the basis that they are not required for any special purpose different from the usual purpose for which such goods are supplied and the Buyer shall be deemed to have full knowledge of the nature and properties of the goods supplied.
(d) Any goods supplied by the Seller which the Buyer shall prove to the seller's satisfaction to have been defective through faulty materials design or workmanship will at the Buyer's option be repaired replaced or the value refunded in each case provided that the defects appear under proper use in an appropriate environment within 6 calendar months of delivery and the Seller is notified in writing of such defects within 14 days after such appearance and provided that the goods alleged to be defective or samples thereof as and if requested by the Seller are returned to the Seller in the manner and within the time, specified in the Seller's said request. The cost of such carriage of the returned parts in accordance with Seller's request to be borne by Seller where the cost of such carriage of the returned parts in accordance with Seller's request to be borne by Seller where the goods are proved to be defective, and in all other cases by Buyer.
(e) The Seller does not exclude or restrict its liability:
(i) for death or personal injury resulting from negligence of the Seller its servants or agents (but not independent contractors) while acting in the course of their employment by the Seller : or
(ii) for breach on the part of the Seller of any undertaking as to title implies by Section 12 of the Sale of Goods Act 1979 : or
(iii) if the Buyer does not make the Contract in the course of the business or hold himself out as doing so but not otherwise for a breach on the part of the Seller of any undertaking implied by Sections 13 to 15 inclusive of the Sale of Goods Act 1979.
(f) Save as aforesaid the warranty to in sum-clause (d) above is in substitution for and shall replace all conditions and warranties on the part of the Seller implied by statue common law or otherwise all of which are conditions and warranties on the part of the Seller implied by statue common law or otherwise all of which are expressly excluded. The Seller does not make or give not as any servant or agent of the Seller authority to make or give any representation or undertaking as to the quality of the goods or their correspondence with description or as to fitness for any particular purpose or otherwise about the goods.
(g) Subject to sub-clause (e) (i) the Buyer has notified the Seller of its interim to sell the goods to a third party or different destination or not the Seller shall be under no obligation to ensure that the goods comply with the requirements or that third party or the laws or regulations of any country other than United Kingdom and the Buyer shall have no resource whatsoever against the Seller should the goods be unfit for the purpose required.
(h) Subject to sub-clause (e) (i) hereof not withstanding anything, anything herein contained the Seller shall not in any circumstances be under any liability to the Buyer in respect or any consequential or special loss or damage sustained by the Buyer caused by breach of contract, negligence or howsoever.
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Intellectual Property Right
(a) The Seller will indemnify the Buyer against claim infringement of letters patent of registered design trade mark or copyright (published at the date of the contract) by the use or sale of any goods supplied by the Seller to the Buyer, and against all costs and damages which the Buyer may incur in any action for such infringement or for which the buyer may become liable under any such action provided always that this indemnity shall not apply to any infringement which is due to the Seller having followed a design or instruction furnished or given by the buyer or to the use of such goods in a manner or for a purpose or in a foreign country not specified or disclosed to the Seller or to any infringement which is due to the use of such goods in association or combination with any other goods not supplied by the Seller and provided also that this indemnity is conditional on the Buyer making no admission in respect of such alleged infringement and giving the Seller the earliest possible notice in writing of any claim being made or action threatened or brought against the Buyer and on the Buyer permitting the Seller at the Seller at the Sellers own expense to conduct any litigation that may ensue and all negotiations for a settlement for the claim. The Seller shall be entitled to any damages or costs recovered.
(b) The Buyer warrants that any design or instruction furnished or given by it shall not be such as will cause the Seller to infringe any letters patents, registered design, trade mark or copyright in the execution of the Order.
BUYER'S OBLIGATIONS
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Prices
(a) All prices quoted in any document issued by the Buyers are exclusive of VAT.
(b) The Contract Price stated overleaf is unless otherwise stated base on current costs or production (materials transport and wages) and is subject to amendment without notice on or after acceptance to meet any rise or fall in such cost between the date of order and the date of delivery. Any variation to prices stated as a result of Government taxes or levies will also be for the Buyer's account.
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Payment
(a) Unless advised to the contrary in writing all payments are due within 30 days of invoice. Goods maybe invoiced immediately on delivery.
(b) In the event of any account remaining unpaid after its due date for payment then:
(i) Payment for all goods delivered at any time by the Seller including goods delivered after those to which the unpaid account relates shall forthwith become due: and
(ii) The Seller reserves the right to claim interest on overdue payments as (understood in the light of (i) above at a rate of 4% above Barclays Bank Plc base lending rate, current at the rate any payment becomes overdue.
(c) The Buyer shall have no right of set-off in respect of any claims it may make against the Seller.
(d) Should the Seller have reasonable grounds for doubting the Buyer's ability to pay on the due dates it shall be a liberty to cancel the Contract or the postpone delivery until payment has been received.
(e) You have the right to cancel your contract within seven working days of the delivery of your goods. If you wish to do this please contact us by email advising your name, address, sales reference number (this is on your delivery note) telephone number and the reason for the return.
We will issue you with a Returns Number, without which no delivery can be accepted or refund issued. Once the returns number is issued goods must be returned carriage paid within 5 working days.
Only goods which are returned unused and with their retaining seals (in the case of labels) or cellophane wrapping
(in the case of ribbons and cleaning kits) can be accepted for refund.
Once the goods have been returned in an acceptable condition, your credit card account will be credited for the goods value but not for any carriage charges.
Sample packs cannot be returned for credit or exchange, this does not affect your statutory rights.
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Security
(a) The goods shall remain the property of the Seller until paid for in full by the Buyer and until such payment the Buyer shall hold the goods (all items incorporating the goods) as bailee on behalf of and in a fiduciary capacity for the Seller and shall store and insure the goods in such a way as to be identifiable as the property of the Seller.
(b) Notwithstanding sub-clause (a) of this clause the Buyer shall be entitled to sell the goods as principal in the ordinary course of his business and in the event of such sale property in the goods shall pass to the Buyer and thereafter to the Purchaser.
(c) If the goods are sold before the Seller has been paid in full the Buyer shall hold the proceeds of sale on trust for the Seller.
(d) In the event of non-payment by the Buyer by the due date the Seller shall be entitled in addition to all other rights, to enter upon any land or premises where the goods the property of the Seller may for the time being be using (or be reasonably thought to be using) such measure as may be reasonably necessary to gain access to such land or premises and recover possession of them.
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Taxes and Permits
(a) In addition to all charges specified overleaf the Buyer shall pay or reimburse the Seller for all taxes and duties (not based on the Sellers net income whether levied on such charges or on the goods or their use by the Buyer.
(b) The Buyer is solely responsible for obtaining all permits and approvals necessary for shipment import and export of all goods supplied hereunder.
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TITLE TO GOODS
The goods the subject of this contract shall remain the Company's property until the Customer has paid in full:- a. Their price, and, b. Any other sum due from the Customer to the Company. Until that time the Customer shall hold them as bailee and shall store them in such a way that they can be identified as the Company's property.
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Although the goods shall remain the Company's property until paid for the risk in the goods shall pass to the Customer upon delivery and are to be insured by the Customer against all usual risks and in the event of any claim arising under such insurance shall hold any proceeds accruing there from as trustee for the Company.
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The Customer's right to possession of the goods shall cease if:-
a. The Customer has not paid for the goods (and any goods supplied before the goods the subject of this contract) in full by the expiry of any credit period agreed with the Customer.
b. The Customer is declared bankrupt or makes any proposal to defer due payment of accounts or in the case of a Company has a Receiver or Administrator liquidator appointed or has execution levied or threatened against the Customer's goods or is unable to pay its debts as they fall due.
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On cessation of the Customer's right to possession of the goods the Customer will immediately make the same available for collection by the Company and the Customer hereby grants the Company, his agents and employees an irrevocable licence to enter any premises where the goods are stored in order to repossess them.
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Unless otherwise agreed in writing, all rotary die cutters and other items of tooling purchased by the Company in order to facilitate the production of goods for the Customer shall remain the property of the Company at all times, regardless of whether or not the Customer has paid a contribution to the original cost of originating such cutters and tooling.
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DATA PROTECTION
Your credit card details will not be used for any purpose other than processing your order and will not be passed to any third parties other than your credit card provider
Internet Labels may use your information for administration, marketing and risk assessment. We may also disclose your information to our agents and service providers as well as sharing your information with associated companies and other carefully, selected third parties. We may contact you by mail, telephone, email or fax with offers of goods and services or forthcoming events which may be of interest to you. By providing us with your contact information you consent to being contacted for these purposes. If you do not want us to use your information for the above purposes, please email us.
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FORCE MAJEURE
The Company shall in no way be liable for any loss or damage occasioned as a result of or arising from any act of God, consequence of war, invasion, act of foreign enemy, hostilities (whether war be declared or not), civil war, rebellion, insurrection military operation, confiscation, requisition, destruction or damage to property, riot, strike or stoppage or any other factor outside the reasonable control of the Company or which otherwise constitutes force majeure.
General Conditions of Sale of Goods of
Albion Systems Limited
