1. Quotations
by the Company shall not constitute an offer and may be withdrawn
or revised at any time until written acceptance by the Company
of the Customers Order.
2. An agreement (the agreement shall be concluded upon acceptance
by the Company of the Customers order in writing or by the Company
commencing work or preparatory procedures pursuant to the order
and its only terms shall be those specified herein and in the
quotation on which the order is accepted (the Final Quotation).
Any statement or representation by the Company, its servants
or agents shall be excluded unless confirmed in writing by a
Director.
3. Price Variation. At any time before delivery of the goods
the subject matter of the Agreement (the goods) the company may
increase the price payable to reflect any increases in labour
or material costs relating to its performance of the Agreement.
4. Value Added Tax. The customer shall pay all Value Added Tax
or similar tax chargeable in respect of the goods or any services
supplied pursuant to the Agreement whether stated in any quotation
or not.
5. Delivery. The Company shall endeavour to meet the agreed delivery
date or dates but time shall be of the essence and the Company
shall not be liable for any loss arising out of any of the delay
in delivery. The customer shall accept delivery when tendered
or deemed tendered whether before or after the agreed delivery
date. Tender shall be deemed made on the earlier of: i) on the
agreed delivery date if the Goods are then ready to be delivered
but have not previously been tendered or deemed tendered or (ii)
on seven days written notice to the Customer that the Goods are
read to be delivered. If the Customer does not take deliver when
tendered the Company shall be deemed to have performed its obligations
in respect of the Goods and the Customer shall pay any additional
expenses incurred by the Company including (but not limited to)
a storage charge. The company may act on terms which it sees
fit to agree any request from the Customer to vary the agreed
delivery date. If performance of the Agreement is delayed for
more than thirty days by failure of the Customer to duly supply
any materials, copy, instructions or other matter to be supplied
by the customer and required by the Company the Customer shall
immediately pay for works so far carried out, materials specially
ordered and any other additional charges (including storage).
The Company may after fourteen days notice tot he Customer treat
such a failure as repudiation by the company of the whole or
part of the Agreement with the Company. Normally the goods shall
be collected by the Customer by arrangement with the Company
and the Customer shall be responsible for all costs in relation
thereto.
6. Damage or Loss in Transit. If the Company or its carrier is
to deliver Goods other than ex-works the Customer shall examine
them immediately and in any event within three working days upon
receipt and shall notify the Company immediately if they are
received in a damaged condition or if there are shortages and
will indemnify the Company against any loss which it suffers
because any such notification is received too late to enable
it to claim against carriers or insurers in respect of such damage
or loss in transit. The Company shall not in any case be liable
for any loss to the Customer arising from delay in transit not
caused by the Company.
7. Multiple Deliveries. Subject to the Agreement, the Customer
may collect or The Company may deliver the Goods in instalments
and in such event each instalment shall be deemed a separate
contract for the following purposes i) no default by the Company
in regard to any instalment shall entitle the Customer to repudiate
the Agreement in respect of any outstanding deliveries and ii)
delivery of any instalment shall be part performance under the
Agreement and payment in respect thereof shall be made accordingly.
8. Quantity. The Company shall endeavour to deliver the quantity
or quantities ordered but such quantities are plus or minus 10%
credit or debit being pro rata.
9. Terms. All monies payable by the Customer under the Agreement
shall be paid in full net cash without any deductions set-off
or counterclaim whatsoever. All monies payable by the Customer
under the Agreement shall be paid in full net cash without any
deductions set-off or counterclaim whatsoever. All payments are
to be made in Sterling and, if by cheque, to be drawn on an UK
clearing account and to be received by the Company three working
days before the due date. Payments by Telegraphic Transfer may
be made up to Midday on the due date. Payment is due at the time
specified in the final quotation, or if none then 30 days from
invoice date in respect of approved credit accounts, in all other
cases payment id due against Pro Forma invoice on acceptance
of the order. Without prejudice to any other rights of the Customer,
the Customer shall pay interest on any sums overdue for payment
at a rate of five percentage points above the Base Rate from
time to time of Barclays Bank PLC from the due date for payment
until payment (as well as before judgement). For the avoidance
of doubt sums payable for additional costs and extras shall be
such as are in the circumstances fair and reasonable.
10. Default. (A) If the customer fails to pay any sum when due
under this or any other agreement between the Customer and the
Company or if any event mentioned under (B) occurs, then the
Company may at its option; i) treat this and any other agreement
between the parties as having been repudiated and recover damages
accordingly: ii) suspend further performance until all sums owing
to the Company by the Customer under any agreement have been
paid: iii) withold further performance under this or any other
agreement until it has received payment in advance of all monies
to become payable thereunder: iv) suspend any or all credit granted
to the Customer on any account (B) Without prejudice to any other
rights under the Agreement or otherwise, the Company may determine
forthwith this or any other agreement with the Customer if i)
the Customer is in breach of any term of this Agreement or any
other subsisting agreement with the Company. ii) any distress,
execution or other legal process is levied upon the Customer’s
property or assets or if the Customer makes or offers any arrangement
or composition with its creditors or commits any act of bankruptcy
or if any resolution or petition to wind up a corporate customer
whether voluntary or compulsory other than for amalgamation or
reconstruction in a state of solvency is presented or if a receiver
of the Customer’s undertaking property and assets or any
part thereof is appointed or the Company has reasonable grounds
for believing that the Customer will fail to discharge its obligations
to the Company when due. If the company determines the agreement
under (B) all sums to become payable to the Company and all loss
whatsoever to it arising out of the termination of the Agreement
shall become immediately due and payable.
11. Property and Retention of Title. (A) Property in the Goods
included in any order placed by the Purchaser will pass to the
Purchaser only when payment in full for Goods delivered to the
Purchaser under such order (or under any other order given pursuant
to this Agreement) (including any interest payable under clause
9) has been received by the Company. Until property in the Goods
passes in accordance with this Clause the Purchaser shall hold
the Goods as the Company judiciary agent and bailer. (B) The
company by its employees or agents shall be entitled to enter
upon or into any land, building or vehicles of the Purchaser
to retake possession of the Goods. i) if the Purchaser shall
be in breach of any of the terms of this Agreement or ii) if
the Company shall reasonably consider for any reason that the
Goods are in jeopardy or iii) on the happening of any of the
events referred to in (D) below. (C) The Purchaser shall be entitled
to sell the Goods in principal in relation to the third party
and as judiciary agent in relation to the Company and to pass
the property in the same to third parties in the normal course
of its business until otherwise notified by the Company or until
the happening of any of the events referred to in sub-clause
(D) below but the Purchaser has no right to commit the Company
to any contractual relationship with or liability to any third
party. The proceeds of resale shall be kept separate from all
other monies (including those of third parties) in the possession
of the Purchaser and the said proceeds together with any claim
to such proceeds will belong to the Company until such time as
all monies owing from the purchaser to the Company shall have
been paid in full. (D) Upon i) the happening of any event which
would give the Company the right to terminate this Agreement
or ii) any event or default which causes the Company reasonably
to consider that its title to the Goods or proceeds of sale may
be adversely affected including without limitation the presentation
of a petition for the appointment of any administrator, the appointment
of a receiver or the passing of a resolution for the winding-up
of The Purchaser. The Purchaser’s authority to sell the
Goods shall end and all Goods belonging to the Company shall
be redelivered to the Company and all proceeds of sale received
by the Purchaser from sales made prior to the withdrawal of authority
shall be paid to the Company or paid into a bank account separate
from all other monies of the Purchaser and held in such account
on trust for the Company (E) The Purchaser shall notify the company
forthwith of the happening of any of the matters referred to
in paragraph (D).
12. Metal Parts and Printing Plates. All positive masters, negative
masters, stampers i.e. metal parts, label and sleeve plates and
the like used by the Company in relation to the Goods shall remain
the exclusive property of the company including any items subject
to an extra charge. The company shall not be obliged to preserve
metal parts, paper parts, printing plates or other work relating
to the Goods unless previously agreed in writing. The cost of
storage of preserved items shall be an extra charge. The Company
reserves the right to destroy all printed parts one year after
the initial order is complete and all metal parts three years
after the initial order is complete.
13. Customer Supplied Materials. The Company may reject any pre-recorded
tapes, paper parts, packaging copy, film or other materials agreed
to be supplied or specified by the Customer without assigning
any reasons. Quantities of materials supplied by the Customer
shall allow for normal spoilage. The Customer shall indemnify
the Company against any loss, damage or expense arising because
any material supplied by the Customer is defective or unsuitable.
14. Illegal Matter. The Company may refuse to print, press or
otherwise replicate any matter which it considers may be illegal
or might infringe any third party’s rights or create any
criminal or civil liability. If any complaint, claim, action,
proceedings or prosecution is brought or made against the Company
in respect of arising in any way from any matter or thing appearing
in or on any goods or material printed, pressed, replicated,
processed or dealt with for the Customer by the Company where
such matter or thing is or is alleged to be illegal, unlawful,
libellous, in breach of infringement or copyright, trademark,
patent, design or any other third party right whatsoever of any
nature and whether such complaint, claim, action or proceeding
is settled, compromised or litigated in any way whether through
to or beyond any judgement of appeal or discontinued, abandoned
or struck out for want of prosecution or otherwise left or dealt
with in any way and the Company thereby incurs any cost, loss,
damage, liability or penalty of any kind the Customer shall upon
demand pay to the Company by way of full indemnity the full amount
of such cost, loss, damage, liability or penalty without enquiry
or question and without exercising any right to set-off, counterclaim
or cross demand of any nature.
15. Warranties. No statutory or other warranty, condition or
representation of any kind whatsoever (including without limitation
any such as to merchantability or fitness for any purpose of
the Customer) is given or implied nor has any such warranty,
condition, description, or representation been given or implied
in anything said or written in any negotiation prior to the Agreement
save as stated in the Final Quotation or agreed in writing by
a Director.
16. Exclusion of Liability. The liability of the Company in respect
of any Goods proven to be defective shall not exceed the price
for the Goods under the Agreement and no liability shall accrue
for any indirect or consequential loss including (but not limited
to) loss of profit howsoever arising suffered by the Customer.
Liability for death or personal injury caused by the negligence
of the Company, its servants and agents is not hereby purported
to be excluded.
17. Consumer Transactions. If the Agreement is a Consumer Transaction
within paragraph 2(i) Consumer Transactions (Restrictions on
Statements) Order 1976 (as amended) nothing in the two paragraphs
aforementioned hereof will affect the statutory rights of the
Customer.
18. Acceptance. The Customer shall within fourteen days from
the delivery of the Goods give written notice to the Company
of any respect in which it is alleged that the Goods do not comply
with the Agreement. Subject to any such notice, the Goods will
be deemed to comply with the Agreement in all respects and the
Customer shall be bound to accept and pay for the Goods under
the Terms hereof.
19. Risk. If the Customer or its carrier collects the Goods the
risk in them shall pass upon commencement of loading on the collecting
transport or otherwise being taken into the possession or control
of the Customer its servants or agents. Any materials supplied
by the Customer and collected by carrier the risk in them shall
remain with the Customer. If the Goods are to be delivered (other
than ex-works) by the Company or its carrier the risk shall pass
when the Goods have been so delivered. If the Customer does not
take delivery of the Goods when duly tendered the risk shall
pass when delivery should have been accepted. The Company may
at its option store or insure the Goods at the expense of the
Customer. All other material (including but not limited to Customers
supplied materials) in the possession of the Company or otherwise
shall be held, worked on and carried at the Customer’s risk
in every respect.
20. Damages. In all circumstances of loss or damage to the Goods
the Customer’s claim shall be limited to the invoiced value
of the Goods.
21. Force Majeure. The Company shall not be liable for any failure
to perform any of all of its obligations under the Agreement
arising from any inability to secure or procure at reasonable
cost, labour, materials or other supplies of any kind or any
act of God, war, strike, lockout, or other labour dispute, fire,
flood, drought, air-pollution, equipment failure, legislation,
order of public authority or any other cause whatsoever beyond
its control.
22. Severability. If and to the extent that any provision of
the Agreement (including these Terms and Conditions) is wholly
or partly illegal, void or unenforceable then such provision
or offending part thereof shall be severable from the remaining
provisions or parts of provisions which shall remain in full
force and effect.
23. Cancellation. The Agreement may be cancelled by the Customer
only with the Company’s written consent. In the event of
such cancellation the Customer shall be liable to pay to the
Company a cancellation charge, commensurate with the Company’s
costs incurred up to the date of cancellation plus the Company’s
loss of profit.
24. Notices. All notices or other communications may be sent
by fax or first class post to the parties at their respective
addresses set out in the Agreement and if sent by fax shall be
confirmed in writing forthwith.
25. Applicable Law. The Agreement shall in all respects be governed
and construed in accordance with English Law. The parties submit
to the non-exclusive jurisdiction of the English courts.
26. Paragraph Headings shall be ignored in interpretation.
Hiltongrove is a limited company no. 3780162. Registered office
Hatherley Mews, Walthamstow, London VAT reg. no. 653 4129 45
