|
|
|
Terms & Conditions
1 DEFINITIONS
The following terms shall have the following meaning:-
?Conditions? means the terms and conditions of sale set out in this document and any special terms and conditions agreed in writing by the Seller.
?Contract? means any contract for sale of goods and services by the Seller to the Buyer.
?Buyer? means the person and or company named on the quotation for which the seller has agreed to provide the specified goods or services in accordance with these conditions.
?Seller? means Capricorn Ventures Ltd trading as Flash-Brochure.com.
?Acceptance? means the verbal or written acceptance of the quotation.
?Acceptance date? means the date of Acceptance.
?Order? means ?Acceptance?
?Approval? means the verbal or written acknowledgement of the final proofs by the Buyer to the Seller.
?Approval Date? means the date of Approval.
?Delivery? means the date on which the final goods and services are delivered to the Buyer.
?Documents? includes an addition to a document in writing any map, plan, graph, drawing, photograph, video, film, negative, tape or other embodying visual images and any disc, tape or other media embodying and other data.
?Goods and Services? means any goods and services forming the subject of this contract including parts and components of or materials incorporated in them (as detailed in quotation overleaf).
?Input Material? means any documents or other materials and any data or other information in any medium provided by the Buyer relating to the specified service.
?Output Material? means any documents or other materials and any data or other information in any medium provided by the Seller relating to the specified service.
?Price? means the price for the goods excluding VAT (as detailed in the order form overleaf).
?Specified Services? means the service referred to in the Quotation.
?Sellers Standard? means the charges shown in the Sellers Brochure, website or associated publications relating to the Specified Service from time to time.
NOTE: The headings in these conditions are for convenience only and shall not affect their interpretation.
2 CONDITIONS APPLICABLE
2.1 Conditions in this document shall be incorporated in the contract to the exclusion of any terms and conditions stipulated or referred to by the Buyer.
2.2 No variation or amendments of these conditions shall be valid unless agreed in writing and signed by or on behalf of the Seller.
2.3 All orders for goods and services shall be deemed to be an offer to the Buyer to purchase goods and services pursuant to these conditions.
2.4 Verbal or written acceptance of the quotation shall be deemed conclusive evidence of the Buyers acceptance of these conditions.
3 QUOTATIONS
Quotations by the Seller shall be open for acceptance within 30 days of the date of the quotation unless otherwise stated in them.
4 PRICE
4.1 The Price shall be the Sellers quoted price/ the price set out overleaf. The price is exclusive of VAT which shall be due at the rate ruling on the date of the Sellers invoice.
4.2 The Seller shall have the right to adjust its prices for any increase in the price of materials, parts, labour, transport, changes in work or delivery schedules or quantities or any other costs of any kind arising for any reason after the date of the contract.
4.3 Price changes shall take effect on the date when the Buyer is notified of the changes in price.
4.4 The Buyer shall pay the Seller the sum agreed in the quotation for the Specified Service and any additional sums which in the Sellers sole discretion are required as a result of the Buyers instructions, lack of instructions, and inaccuracy of any material or any other clause attributable to the Buyer.
5 PAYMENT
5.1 The Buyer shall pay 50% of the Order Price upon placing an order. The balance plus any additional charges shall be payable upon final approval before delivery.
5.2 The Buyer shall pay interest on any overdue amount from the date of which payment was due to the date of actual payment (whether before or after judgement) on a daily basis at a rate of 4% per annum above the base rate from time to time quoted by NatWest Bank Plc and reimburse to the Seller all the costs and expenses (including legal costs) incurred in the collection of any overdue amount.
6 THE GOODS
6.1 The quantity and description of Goods shall be as set out in the Sellers quotation.
6.2 The Goods shall be supplied in accordance with the description contained in the Sellers specification.
7 SPECIFIED SERVICES
7.1 The Seller shall provide the Specified Service to the Buyer subject to these conditions. Any changes or additions to the Specified Service or these conditions must be agreed in writing by the Seller and the Buyer.
7.2 The Buyer shall at its own expense supply the Seller with all necessary documents, materials, data and other information relating to the Specified Service within sufficient time to enable the Seller to provide the Specified Service on accordance with the contract. The Buyer shall ensure the accuracy of all input material.
7.3 The Buyer shall at its own expense retain duplicate copies of all input material and insure against its accidental loss or damage. The Seller shall have no liability for any such loss or damage however caused. All Output Material shall be at the sole risk of the Buyer from the time of delivery to the Buyer.
7.4 The Specified Service shall be provided in accordance with the Order or otherwise in accordance with the Sellers published literature relating to the Specified Service or subject these conditions.
7.5 The Seller may change any typographical or other errors or omissions or content in any published literature, quotations or other documents relating to the provision of the Specified Service without any liability to the Buyer.
8 DELIVERY
8.1 Delivery of Goods shall be made to the Buyers physical business address or ftp address, or e-mailed address on the delivery date. The Buyer shall make all arrangements necessary to take delivery of the Goods whenever they are tendered for delivery.
8.2 The Seller shall not be liable for any loss or damage whatsoever due to failure by the Seller to deliver the Goods promptly or not at all.
8.3 Any dates quoted for the delivery of the Goods are approximate only and the Seller shall not be liable for any delay in delivery of the Goods howsoever caused. Time of delivery shall not be of the essence of the contract unless previously agreed by the Seller in writing. The Goods may be delivered by the Seller in advance of the quoted delivery date upon giving reasonable notice to the Buyer.
9 RISK AND PROPERTY
9.1 Risk of damage to or loss of the Goods shall pass to the Buyer upon delivery.
9.2 Ownership in the Goods shall remain the property of the Seller until such time as the amount due under the invoice (including interest and costs) is paid by the Buyer in full.
9.3 The Seller may maintain an action for the price of any Goods notwithstanding that title in them has not passed to the Buyer.
9.4 The Buyer shall not 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 monies 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 RIGHTS IN INPUT AND OUTPUT MATERIAL
10.1 The property and any other copyright or other intellectual property rights in any Input Material shall belong to the Buyer and any Output Material shall unless otherwise agreed in writing between the Buyer and Seller belong to the Seller subject only to the rights of the Buyer to use the Output Material for the purpose of utilising the Specified service.
10.2 The Buyer warrants that any Input Material and its use by the Seller for the purposes of providing the Specified Service will not infringe the copyright or other rights of any third party and the Buyer shall indemnify the Seller against any loss, damages, costs, expenses or other claims arising from any such infringement.
10.3 The Buyer shall not copy or disclose to any third party or otherwise use the Output Material without the prior written consent of the Seller.
11 EXTENT OF LIABILITY
11.1 The Seller shall have no liability to the Buyer 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 of statutory or other duty on the part of the Seller or in any way out of or in connection with the performance or purported performance of or failure to perform the Contract except for death or personal injury resulting from the Sellers negligence.
11.2 If the Buyer establishes that any Goods have not been delivered, have been delivered damaged or do not comply with their description the seller shall, at its option, replace with similar goods and Goods which are missing, lost or damaged or do not comply with their description, allow the Buyer credit for their invoice value or repair any damaged Goods.
11.3 If the Buyer establishes that any Goods are defective the Seller shall, as its option, replace with similar Goods or repair any defective Goods, allow the Buyer credit for their invoice value or to the extent that the Goods are not of the Sellers manufacture, assign to the Buyer (so far as the Seller is able to do so) any warranties given by the manufacturer of the Goods to the Seller.
11.4 Any claim made by the Buyer under clause 11.2 and 11.3 shall be made in 72 hours of non delivery or detection or damage or non compliance with descriptions in writing as the case may be.
11.5 The delivery of any repaired or replacement Goods shall be at the Sellers premises or other delivery point specified for the original Goods.
11.6 Where the Seller 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 Buyer against or in respect of such other or other parts of the Goods.
11.7 All goods supplied prior to receipt of the final proofs shall be samples and shall not bind the Seller in any way.
11.8 The seller shall have no liability to the Buyer for any loss, damage, costs, expenses or other claims for compensation arising from any Input Material or instructions supplied by the Buyer which are incomplete, incorrect, inaccurate, illegible, out of sequence or in the wrong form or arising from their late arrival or non arrival or any fault of the Buyer.
11.9 Under no circumstances shall the liability of the Seller to the Buyer under this condition exceed the invoice value of the Goods.
12 CANCELLATION
Orders for Goods which have to be made especially for the Buyer will be charged in full unless a notice of cancellation is received no later than 6 weeks before the delivery date. Upon an acceptable cancellation the 50% deposit will be forfeited by the Buyer.
13 FORCE MAJEURE
The Seller shall not be liable for any failure in the performance of any of its obligations under any Quotation caused by factors outside its control.
14 LAW AND JURISDICTION
The Quotation shall be governed by English Law and the Buyer consents to the exclusive jurisdiction of the English courts in all matters regarding it except to the extent that the Seller invokes the jurisdiction of courts of any other country.
15 NOTICES
15.1 Any notice given under these Conditions shall be in writing and may be served:
? Personally
? By registered or recorded post.
? By e-mail or facsimile transmission (the latter confirmed by e-mail or post).
? By any other means which any party specifies by notice to the others.
15.2 Each party?s address for the service of the notice shall be its above mentioned address or such other address as it specifies by notice to the others.
15.3 A notice shall be deemed to have been served:
? If it was served on person, at the time of service.
? If it was served by post, 48 hours after it was posted.
? If it was served by e-mail or facsimile transmission, at the time of transmission.
16 CONFIDENTIALITY
The Buyer shall not at any time whether before or after the termination of the Contract divulge or use any unpublished technical information deriving from the Seller or any other confidential information in relation to the Sellers affairs or business or method of carrying in business.
17 GENERAL
17.1 The Seller may sub-contract the performance of the contract in whole or in part.
17.2 The Buyer shall not assign or (without first obtaining the Sellers written consent) sub let the contract in whole or in part and it shall be a condition of any such consent to any sub letting of the contract that the Buyer shall:
? Ensure and be responsible for the compliance of any sub contractor with the terms of the contract
? Include in the sub contract provisions consistent with these conditions for the benefit of and enforceable by the Seller
? Furnish the Seller with copies of any sub contract upon the Sellers request at any time.
17.3 The Seller shall have a lien on all the Buyers property in the Sellers possession for all amounts due at ant time from the Buyer and may use, sell or dispose of that property as agent for and at the expense of the Buyer and apply the proceeds in and towards the payment of such amounts an 28 days notice in writing to the Buyer. On accounting the Buyer for any balance remaining after payment of any amounts due to the Seller and the costs of sale of disposal the Seller shall be discharged of any liability in respect of the Buyers property.
17.4 The Seller may at its discretion suspend or terminate the supply of any Goods if the Buyer fails to make any payment when and as due or otherwise defaults in any of its obligations under the Contract or any other document with the Seller or becomes insolvent, has an administrative receiver appointed of its business or is compulsorily or voluntarily wound up or the Seller bona fide believes that nay of those events may occur, and in the case of termination may forfeit any deposit paid.
17.5 If the Goods are produced in accordance with any design or specification provided or made by the Buyer, the Buyer shall compensate the Seller in full on demand for all claims, expenses and liabilities of any nature in connection with them, including any claim, whether actual or alleged, that the design or specification infringes the rights of any third party.
17.6 Except for any which is expressly agreed to be included in the Goods, all tools, patterns, materials, drawings, specifications, and other data provided by the Seller shall remain its property and all technical information patentable or unpatentable, copyright and registered designs arising form the execution of any orders shall become the property of the Seller.
17.7 The Buyer may not withhold payment of any invoice or other amount due to the Seller by reason of any right of set off or counter claim which the buyer may have or allege to have or for any reason whatever.
17.8 No right or licence is granted under this contract of sale to the Buyer under any patent, trade mark, copyright, registered design or other intellectual property rights except the right to use or re-sell the Goods.
Copyright ? 2004 Capricorn Ventures Ltd T/A Flash-Brochure.com. All rights reserved. |
|
|
|
|
|
|
|