Premier Impressions Limited
TERMS AND CONDITIONS OF SALE
The following Terms and Conditions govern the commercial relationship between the Buyer who is the person who buys or agrees to buy the goods and/or services from the Seller, and the Seller being Premier Impressions Limited whose principal place of business is Units 9-11, E-Plan Estate, New Road, Newhaven, East Sussex, BN9 0EX.
The terms and conditions shall form the basis of the contract between the Seller and the Buyer in relation to the sale of goods and services, to the exclusion of all other terms and conditions including the Buyer’s standard conditions of purchase or any other conditions which the Buyer may purport to apply under any purchase order or confirmation of order or any other document.
All orders for Goods shall be deemed to be an offer by the Buyer to purchase Goods from the Seller pursuant to these Conditions. Acceptance of delivery of the Goods shall be deemed to be conclusive evidence of the Buyer’s acceptance of these Conditions. These Conditions may not be varied except by the written agreement of a director of the Seller. The performance of the contract shall be shall be governed in accordance with English Law. These Conditions represent the whole of the agreement between the Seller and the Buyer and supersede any other conditions previously issued.
The Price shall be the amount or the price quoted on the Seller’s confirmation of order. The Price is exclusive of VAT which shall be due at the rate in force on the date of the Seller’s invoice. Unless otherwise agreed in writing, the price of the goods and/or services shall be that ruling at the date of invoice and payment shall be net cash unless credit facilities are granted in advance of the contract. All payments are to be made in Sterling. Failure to pay by this date renders all invoices outstanding due and payable on demand and further credit will be withheld. The Seller reserves the right to vary the price of the goods by notice to the Buyer given at any time before delivery if, and to the extent that there is any increase in the price or cost of the goods to the Seller, by reason of any exchange rate fluctuations, changes in currency regulations, alterations in duties or import taxes, variation in the cost of raw materials, labour, services or transport or by any other reason or cause (whether or not of the same nature of the foregoing) beyond the control of the Seller. The Seller shall be at liberty to adjust the price to take into account any alteration made by the Buyer to the Specification supplied to the Seller. No subsequent alterations shall be binding on the Seller unless accepted by the Seller in writing.
The Seller shall, with or without prior notice, impose such rates of interest as in their discretion they find necessary, on overdue accounts. Where credit is granted, Payment of the Price and VAT shall be due on 30 days net monthly account terms from the date of the Seller’s invoice. Interest on overdue invoices shall accrue from the date when payment becomes due calculated on a daily basis until the date of payment at the rate of 8% per annum above the Bank of England base rate from time to time in force. Such interest shall accrue after as well as before any judgment. The Buyer shall pay all accounts in full and not exercise any rights of set-off or counter-claim against invoices submitted by the Seller. Where the Buyer is a corporate entity, its Director’s jointly and severally guarantee the Company in respect of full payment and fulfilment of obligations under these Terms and Conditions of Sale. Where a holding deposit is received by the Seller and thereafter due to no fault of the Seller, the Buyer cancels the order, all deposit/monies paid will be non-refundable. The quantity and description of the Goods shall be as set out in the Seller’s confirmation of order.
Each order placed by the buyer shall be treated as a separate contract. If a subsequent sale is made to the same buyer without express reference to any conditions, such contract shall be deemed to be subject to these conditions.
If there shall be more than one contract in course of performance between the Seller and the Buyer, any question, dispute or difficulty which may arise in respect of one such contract, or the terms on which it might be settled, shall not affect in any way the performance of the other contracts, nor shall the buyer entitled to any right of set off arising under any other contract. The cost of any modifications to be made to the artwork are to be borne by the buyer.
The Seller warrants that the Goods will at the time of delivery correspond to the description given by the Seller in the confirmation of order. Except where the Buyer is dealing as a consumer (as defined in section 12 of the Unfair Contract Terms Act 1977), all other warranties, conditions or terms relating to fitness for purpose, quality or condition of the Goods are excluded.
The Seller warrants that the Goods will be produced to a commercially acceptable standard consistent with the price paid for the work done.
Every attempt will be made to ensure that printed colours are identical to those specified, however the Seller cannot guarantee an exact match on any substrate other than white. The use of different substrates and inks can lead to variations in colour. At the time of placing an order, the Seller will provide an artwork proof for approval by the Buyer which must be signed off before the start of the order. The Seller will use its best endeavours to ensure that wastage is kept to a minimum with the proviso that up to 2.5% wastage might occur at each stage of printing. The Seller will only accept liability for replacing defective goods if gross negligence is proved and liability shall be limited to the replacement value of the defective goods. When materials are supplied by the Buyer for over-branding, The Seller cannot offer an absolute guarantee that an ink will adhere to certain materials including metal, lacquered or electroplated material, silicone and rubber substrates. All invoices relating to such orders must be paid irrespective of whether the print is deemed to fail or not. The Seller reserves the right to over/under deliver up to 2.5% of the quantity of printed goods ordered. Invoices will be issued for the quantity actually despatched. The Buyer is responsible for ensuring that any digital artwork submitted is free from computer viruses. The cost of any remedial action required in the event of a virus embedded in the supplied artwork will be charged to the Buyer. The Seller requires the Buyer to indemnify the Seller against all claims in the event of any Intellectual Property violations incurred as a result of printing the supplied Artwork.
Delivery of the Goods shall be made to the Buyer’s address. The Buyer shall make all arrangements necessary to take delivery of the Goods on the day notified by the Seller for delivery. The Seller will not accept responsibility for delivery to exhibition venues, conference venues or private homes. Goods sent to these destinations are at the buyer’s own risk of loss or late/non-delivery. The Seller undertakes to use its reasonable endeavours to despatch the Goods on an agreed delivery date, but does not guarantee to do so. Time of delivery shall not be of the essence of the contract. The Seller shall not be liable to the Buyer for any loss or damage whether arising directly or indirectly from the late delivery or short delivery of the Goods. 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. If the Buyer fails to take delivery of the Goods on the agreed delivery date or, if no specific delivery date has been agreed, when the Goods are ready for despatch, the Seller shall be entitled to store and insure the Goods, and, to charge the Buyer the reasonable costs of so doing.
All claims for non-delivery of goods must be made in writing to the Seller within five working days of the despatch date shown on the Seller’s consignment note. No returns will be accepted without the authorisation of a legal representative of the company. The Buyer shall be deemed to have accepted the Goods within three working days after delivery to the Buyer.
The Buyer shall carry out a thorough inspection of the Goods within three working days of delivery and shall give written notification to the Seller within five working days of delivery of the Goods of any defects which a reasonable examination would have revealed. Where the Buyer has accepted, or has been deemed to have accepted the Goods, the Buyer shall not be entitled to reject Goods which are not in accordance with the contract.
Risk shall pass on delivery of the Goods to the Buyer’s address except in the case of over-branding of stock printed on behalf of the Buyer when risk passes to the Buyer immediately upon leaving Sellers premises. Notwithstanding the earlier passing of risk, title in the Goods shall remain with the Seller and shall not pass to the Buyer until the amount due under the invoice for them (including interest and costs) has been paid in full. Until title passes the Buyer shall hold the Goods in stewardship for the Seller and shall store or mark them so that they can at all times be identified as the property of the Seller. The Seller may at any time before title passes and without any liability to the Buyer: repossess and use or sell all or any of the Goods and by doing so terminate the Buyer’s right to use, sell or otherwise deal in them; and for that purpose (or determining what if any Goods are held by the Buyer and inspecting them) enter any premises of or occupied by the Buyer. The Seller may maintain an action for the price of any Goods notwithstanding that title in them has not passed to the Buyer.
In the event of the Seller supplying defective goods, liability is limited to the replacement of the cost of the defective goods. The Seller will accept no liability for any consequential losses.
Carriage will be chargeable on all sales. The charge will be passed on to the Buyer at the rate charged to the Seller by the Company engaged for the delivery of the goods.
In the event “Force Majeure” i.e., an “Act of God” Storm, fire, flood, explosion or any other matter which is beyond the Seller’s reasonable control, the Seller may at its own discretion cancel the contract by written notice without liability to the Buyer. Any Goods supplied and invoiced under the contract up to the date of cancellation shall be payable by the Buyer.