1 Price

1.1 The price quoted excludes VAT (unless otherwise stated). VAT will be charged at the rate applying at the time of delivery.

1.2 Our quotations lapse after 30 days (unless otherwise stated).

1.3 The price quoted excludes delivery (unless otherwise stated). Should you require a timed delivery please ask for prices current at time of placing order.

1.4 Unless otherwise stated, the price quoted to business customers is an illustrative estimate only and the price charged will be our price current at the time of delivery.

1.5 Rates of tax and duties on the goods will be those applying at the time of delivery.

1.6 At any time before delivery we may adjust the price to reflect any increase in our costs of supplying the goods.

2 Specifications

2.1 If we produce to goods to your specifications, you must ensure that:

• 2.1.1 your specifications are accurate;
• 2.1.2 any tool, material or image forming part of your specifications is of good quality and resolution;
• 2.1.3 goods produced in accordance with your specifications will be fit for the purpose for which you intend to use them; and
• 2.1.4 your specifications will not result in the infringement of any rights of a third party or the commission of a criminal offence.

2.2 There may be variations in the shade of reproductions of colour images for which we are not liable. If you wish to avoid variations you should request a wet machine proof.

2.3 All materials or tools we buy or make to produce the goods are our property. We may dispose of materials or tools when the goods have been paid for.

2.4 Any tools or materials that you supply to us for the production of the goods are held at your risk. We may charge you for their storage if we hold them before receiving your order or after delivering the goods. You must allow for reasonable spoilage or wastage of some consumable materials if they are supplied by you.

2.5 We cannot guarantee the storage of any electronic files you supply to us. Please ensure that you retain copies of any files you do submit to us.

2.6 We may supply the goods in quantities of 5% more or less than the quantity ordered and charge you for the quantity delivered.

3 Proofs

3.1 If you request proofs we will send these to you before completing your order.

3.2 You must check proofs carefully and tell us if you approve the proofs or if you require any changes. We may charge you for variations to your order.

3.3 If we do not hear from you within 14 days of us sending you proofs we may treat you as having approved them.

3.4 We will not be liable for any loss which arises out of the production of goods where you have approved a proof.

4 Delivery

4.1 All delivery times quoted are estimates only.

4.2 If we fail to deliver within a reasonable time, you may (by informing us in writing) cancel the contract, however:

• 4.2.1 you may not cancel if we receive your notice after the goods have been dispatched; and
• 4.2.2 if you cancel the contract, you can have no further claim against us under that contract.

4.3 You should check all delivery addresses for booking and timing requirements.

4.4 If you accept delivery of the goods after the estimated delivery time, it will be on the basis that you have no claim against us for delay (including indirect or consequential loss, or increase in the price of the goods).

4.5 We may deliver the goods in instalments. Each instalment is treated as a separate contract.

5 Delivery and risk

5.1 The goods are at your risk from the time of delivery.

5.2 Delivery takes place either:

• 5.2.1 at our premises (if you are collecting them or arranging carriage); or
• 5.2.2 at your premises (if we are arranging carriage).

5.3 You must inspect the goods on delivery. If any goods are damaged (or not delivered), you must write to tell us within 7 working days of delivery (or the expected delivery time). You must give us (and any carrier) a fair chance to inspect the damaged goods.

6 Payment Terms

6.1 You are to pay us in cash or cleared funds with your order unless you have an approved credit account.

6.2 If you have an approved UK business credit account, payment is due within 30 days end of month following the invoice date.

6.3 If you fail to pay us in full on the due date:

• 6.3.1 we may suspend or cancel future deliveries;
• 6.3.2 we may cancel any discount offered to you;
• 6.3.3 you must pay us interest at the rate set under s.6 of the Late Payment of Commercial Debts (Interest) Act 1998
  • a calculated (on a daily basis) from the date of our invoice until payment;
  • b compounded on the first day of each month; and
  • c before and after any judgment (unless a court orders otherwise);
• 6.3.4 we may claim fixed sum compensation from you under s.5A of that Act to cover our credit control overhead costs; and
• 6.3.5 we may recover (under clause 6.8) the cost of taking legal action to make you pay.

6.4 If you have an approved credit account we may withdraw it or reduce your credit limit or bring forward your due date for payment.

6.5 We may take any of those actions in 6.4 at any time and without notice.

6.6 You do not have the right to set off any money you may claim from us against anything you may owe us.

6.7 While you owe money to us, we have a right to keep any property we may hold of yours until you have paid us in full (a lien).

6.8 You are to indemnify us in full and hold us harmless from all expenses and liabilities we may incur (directly or indirectly and including finance costs and legal costs on a full indemnity basis) following any breach by you of any of your obligations under these terms.

7 Title

7.1 Until you pay all debts you may owe us:

• 7.1.1 all goods supplied by us remain our property;
• 7.1.2 you must store them so that they are clearly identifiable as our property;
• 7.1.3 you must insure them (against the risks for which a prudent owner would insure them) and hold the policy on trust for us;
• 7.1.4 you may use those goods and sell them in the ordinary course of your business, but not if:
  • a we revoke that right (by informing you in writing); or
  • b you become insolvent.

7.2 You must inform us (in writing) immediately if you become insolvent.

7.3 If your right to use and sell the goods ends you must allow us to remove the goods.

7.4 We have your permission to enter any premises where the goods may be stored:

• 7.4.1 at any time, to inspect them; and
• 7.4.2 after your right to use and sell them has ended, to remove them, using reasonable force if necessary.

7.5 Despite our retention of title to the goods, we have the right to take legal proceedings to recover the price of goods supplied should you not pay us by the due date.

7.6 You are not our agent (unless otherwise agreed). You have no authority to make any contract on our behalf or in our name.

7.7 We retain ownership of any intellectual property rights we may have in the goods.

8 Warranties

8.1 We warrant that the goods:

• 8.1.1 comply with their description on our quotation or delivery note; and
• 8.1.2 are free from material defect at the time of delivery (as long as you comply with clause 8.4).

8.2 We give no other warranty (and exclude any warranty, term or condition that would otherwise be implied) as to the quality of the goods or their fitness for any purpose.

8.3 We reserve the right to make any changes in the specifications of our goods which are necessary to ensure they conform with any applicable safety or other statutory requirements.

8.4 We also reserve the right to make without notice any minor modifications in our specifications designs or materials as we think necessary or desirable.

8.5 If you believe that we have delivered goods which are defective in material or workmanship, you must:

• 8.5.1 inform us (in writing), with full details, as soon as possible; and
• 8.5.2 allow us to investigate (we may need access to your premises and product samples).

8.6 If the goods are found to be defective in material or workmanship (following our investigations), and you have complied with those conditions (in clause 8.5) in full, we will (at our option) replace the goods or refund the price.

8.7 We are not liable for any other loss or damage (including indirect or consequential loss, financial loss, loss of profits or loss of use) arising from the contract or the supply of goods or their use, even if we are negligent.

8.8 Our total liability to you (from one single cause) for damage to property caused by our negligence is limited to £5,000,000.

8.9 For all other liabilities not referred to elsewhere in these terms our liability is limited in damages to the price of the goods.

8.10 Nothing in these terms restricts or limits our liability for death or personal injury resulting from negligence.

9 Samples

9.1 We may require you to pay us a refundable cash deposit before supplying you with samples or albums.

9.2 If we supply you with samples or albums you must return them to us on demand:

• 9.2.1 at your expense; and
• 9.2.2 in the condition in which you received them.

10 Return of goods

10.1 We will accept the return of goods from you only:

• 10.1.1 by prior arrangement (confirmed in writing);
• 10.1.2 on payment of an agreed handling charge (unless the goods were defective when delivered) and
• 10.1.3 where the goods are as fit for sale on their return as they were on delivery.

11 Cancellation

11.1 If the order is cancelled (for any reason) you are then to pay us for all stock (finished or unfinished) we may then hold (or to which we are committed) for the order.

11.2 We may suspend or cancel the order, by written notice if:

• 11.2.1 you fail to pay us any money when due (under the order or otherwise);
• 11.2.2 you become insolvent;
• 11.2.3 you fail to honour your obligations under these terms.

11.3 You may not cancel the order unless we agree in writing (and clauses 4.2.2 and 11.1 then apply).

12 Waiver and variations

12.1 Any waiver or variation of these terms is binding in honour only unless:

• 12.1.1 made (or recorded) in writing;
• 12.1.2 signed on behalf of each party; and
• 12.1.3 expressly stating an intention to vary these terms.

12.2 All orders that you place with us will be on these terms (or any that we may issue to replace them). By placing an order with us, you are expressly waiving any printed terms you may have to the extent that they are inconsistent with our terms.

13 Force majeure- business customers only

13.1 If we are unable to perform our obligations to you (or able to perform them only at unreasonable cost) because of circumstances beyond our control, we may cancel or suspend any of our obligations to you, without liability.

13.2 Examples of those circumstances include act of God, accident, explosion, fire, flood, transport delays, strikes and other industrial disputes and difficulty in obtaining supplies.

14 General

14.1 English law is applicable to any contract made under these terms. The English and Welsh courts have non-exclusive jurisdiction.

14.2 If you are more than one person, each of you has joint and several obligations under these terms.

14.3 If any of these terms are unenforceable as drafted:

• 14.3.1 it will not affect the enforceability of any other of these terms; and
• 14.3.2 if it would be enforceable if amended, it will be treated as so amended.

14.4 We may treat you as insolvent if:

• 14.4.1 you are unable to pay your debts as they fall due; or
• 14.4.2 you (or any item of your property) becomes the subject of:
  • a any formal insolvency procedure (examples of which include receivership, liquidation, administration, voluntary arrangements (including a moratorium) or bankruptcy);
  • b any application or proposal for any formal insolvency procedure; or
  • c any application, procedure or proposal overseas with similar effect or purpose.

14.5 All brochures, catalogues and other promotional materials are to be treated as illustrative only. Their contents form no part of any contract between us and you should not rely on them in entering into any contract with us.

14.6 Any notice by either of us which is to be served under these terms may be served by leaving it at or by delivering it to (by first class post or by fax) the other’s registered office or principal place of business. All such notices must be signed.

14.7 No contract will create any right enforceable (by virtue of the Contracts (Rights of Third Parties) Act 1999) by any person not identified as the buyer or seller.

14.8 The only statements upon which you may rely in making the contract with us are those made in writing by someone who is (or whom you reasonably believe to be) our authorised representative and either:

• 14.8.1 contained in our estimate (or any covering letter) and not withdrawn before the contract is made; or
• 14.8.2 which expressly state that you may rely on them when entering into the contract.

14.9 Nothing in these terms affects or limits our liability for fraudulent misrepresentation.

Simply Print Partners CD Ltd

Unit 9, Honeycrest Industrial Estate
Lodge Road, Staplehurst, Maidstone, Kent ME12 0RX
Telephone: 01580 854139 www.simplyprintpartners.com
Director: S. A. Cameron.
Mobile: 07768 228079
Company Registration No: 7335980
VAT No: GB135165036