In these Conditions “the Seller” shall mean Regal (being a trading name of Alphatec Art Services a partnership) “the Buyer” shall mean the person firm or company to whom the Seller agrees to sell or supply the goods or perform the services “Goods” shall mean the whole or any part of the articles equipment or other things which the Seller agrees to sell or supply “Services” shall mean any work or labour done or service rendered by the Seller for or on behalf of the Buyer. These Conditions supersede any earlier Conditions of the Seller.
Headings are included for reference only and do not affect the construction of these Conditions of Sale.
No order from the Buyer for Goods or Services shall be binding on the Seller unless and until the Seller has communicated his acceptance in writing or (if earlier) the Seller delivers the Goods to the Buyer.
These Conditions of Sale shall govern any contract of sale and purchase between Seller and Buyer and shall take precedence over any other conditions contained on or in any letter, acceptance form, receipt or the like received by the Seller or stipulated, incorporated or referred to by the Buyer in his order or negotiations in connection with the Goods or Services ordered.
No variation of these Conditions shall be effective against the Seller unless expressly agreed by the Seller in writing.
Where the Goods are sold or Services supplied by the Seller under a consumer sale (as defined by the Sale of Goods Act 1979) the statutory rights of the Buyer are not affected by these Conditions.
Any quotation by the Seller is not an offer for sale and is subject to withdrawal or amendment. Quoted prices are subject to adjustment and unless specifically stipulated otherwise in the contract the price charged shall be that ruling at date of despatch. Quoted prices are exclusive of Value Added Tax or any other Government tax or levy. Information and advice given by the Seller whether verbally or in writing or in technical literature is given in good faith but is not binding on the Seller.
Samples may be provided by the Seller to help understanding and visualisation but they shall be regarded as approximate representations only unless specifically stated otherwise in writing by the Seller.
The policy of the Seller is one of continuous improvement of its products and specifications may differ in detail from those given in the Seller’s published information.
Any dates quoted for delivery of the Goods or performance of the Services are estimates only and the Seller shall not be Iiable for the consequences of any delay. Time shall not be of the essence of the contract unless explicitly agreed in writing between the parties. If delivery is delayed by strikes, lockouts, fire, accidents, defective materials, delays in receipt of raw materials or bought-in goods or components or by any other cause beyond the reasonable control of the Seller a reasonable extension of time for delivery shall be granted by the Buyer.
Delivery may be made in instalments. Any defect or failure in any one instalment shall not vitiate the contract in respect of the remaining instalments.
Claims arising from damage or partial loss of goods in transit must be made in writing to the Seller within 3 days of delivery and claims for nondelivery within 10 days of the date of invoice.
5. RISK AND TITLE
The risk shall pass to the Buyer at the time of delivery to the agreed delivery address. Delivery to a carrier or any person firm or company acting on the Buyer’s behalf shall constitute delivery to the Buyer.
Title to the goods shall not pass to the Buyer until the Seller has received in cash or cleared funds payment in full in respect of all monies owed by the Buyer to the Seller on any account whatsoever. Until such time as the property in the goods passes to the Buyer he shall hold the goods on a fiduciary basis as the Seller’s bailee.
If the Buyer fails to pay any sum due to the Seller at the agreed time or if the Buyer enters into liquidation or commits any act of bankruptcy or has a receiver / liquidator / administrator appointed in respect of its property or enters into any voluntary arrangement composition or scheme with its creditors the Seller may retake possession of the Goods and the Buyer grants the Seller an irrevocable licence to enter any premises of the Buyer for this purpose.
The Seller reserves the right to require payment in full at the time of order or on delivery of the Goods or completion of the Services.
A credit account may be opened at the Seller’s discretion following appropriate credit checks and approval of references. Credit terms will be net 30 days from date of invoice unless varied by agreement between Seller and Buyer. The Seller reserves the right to withdraw credit facilities at any time without explanation.
If delivery is made in instalments the Seller shall be entitled to invoice each instalment separately and to receive payment by the due date for each invoice separately.
If any payment due is not made in full by the due date the Seller shall have the right to charge interest on the amount outstanding at the rate of 1 1/2 per cent per month calculated on a daily accruing basis from the due date until the actual date of payment.
Where Services are performed by the Seller upon goods owned by the Buyer the following provisions shall apply:
- (a) The Buyer warrants that he has good title to the goods and will indemnify the Seller against all claims whatsoever by any party claiming an interest in such goods.
- (b) The Buyer warrants that the goods are free from any defect which would or could cause the Services to be performed by the Seller to be dangerous or harmful.
- (c) While the goods are in the possession of the Seller they will be transported or stored or worked on at the Buyer’s risk.
- (d) Where the Service to be rendered involves or includes the provision of printing on goods owned by the Buyer the quantity of goods supplied shall be increased over the order quantity to provide for machine set-up and normal spoilage.
- (e) If the work done is defective for any reason (including negligence) the Seller’s liability (if any) shall be limited to rectifying the defect if in the Seller’s opinion such rectification is feasible. If rectification is not feasible the Seller will consider a price reduction but under no circumstance will the Seller’s liability exceed the quoted price for the job. The Seller shall not be liable for any loss of value in the goods themselves nor for any consequential or third party losses.
8. GOODS MADE TO BUYER’S SPECIFICATION
When goods are made to the Buyer’s specification the delivered quantity may vary from the ordered quantity within a margin of 10 per cent the invoiced price being adjusted accordingly.
The buyer warrants that manufacture to his order will not involve the Seller In the infringement of patent, registered design or trademark or other right and will indemnify the Seller against all claims and costs and expenses incurred by any such infringement.
When manufacture includes printing of goods to the Buyer’s specification the Seller will furnish a proof for Buyer’s approval and thereafter no responsibility will be accepted for errors not corrected by the Buyer.
Where a Printing Plate Charge is quoted or invoiced the printing plate will be held by the Seller for the benefit of the Buyer and repeat jobs will be free of plate charge (normal wear and tear excepted). Alternatively at Buyer’s request the printing plate will be sent to the Buyer, but the Seller may then refuse to accept the plate for repeat work if in his opinion it is no longer of adequate quality for the job.
Sequential numbering of tags is a potential source of error. All due care is taken to check for and eliminate numbering errors; however it is impossible to guarantee 100% accuracy. It is the purchaser’s responsibility, either prior to or at the time of use, to check the correct numbering of the tags being used, in particular to avoid any duplication of numbers.
The Seller warrants that the Goods will be of satisfactory quality and will comply with any specific description or specification provided in writing by the Seller. The Seller gives no warranty that the Goods are suitable for any particular purpose or for use under any specific conditions.
For Goods not of Seller’s manufacture the Seller will pass on the benefit of any warranty provided by the Seller’s supplier.
For Goods not of Seller’s manufacture the Seller gives no assurance or guarantee that the sale or use of the Goods will not infringe patent copyright or other industrial or intellectual property rights of any third party.
10. LIABILITY AND CLAIMS
The Seller accepts liability for death or personal injury arising out of its negligence or the negligence of its employees or agents.
In no event shall the Seller be liable for any indirect or consequential loss or damage or third party claims or for any loss of business profit.
Any claim by the Buyer regarding quality of the Goods shall be made in writing to the Seller as soon as the alleged defect is found. Unless otherwise stipulated in the contract no claim will be accepted if lodged more than 12 months from date of delivery.
No claim shall be entertained if the goods complained of have been modified or processed in any way or if the Buyer continues to use the goods after making the claim or if the defect arises because of unsat-isfactory storage or handling by or on behalf of the Buyer.
At Seller’s request the Buyer shall return the goods complained of to the Seller for examination. In the event of defect the Seller at his discretion shall repair or replace the defective goods or refund part or all of the contract price.
Under no circumstances shall the Seller’s liability exceed the contract price for the Goods and/or Services.
11. CANCELLATION AND RETURNS
The Seller reserves the right to refuse cancellation of any order particularly (but not thereby limiting the generality of the Seller’s rights) in the case of goods ready for despatch, in transit or in the process of manufacture. If the Seller accepts cancellation of any order the Buyer will be liable for immediate payment of all costs reasonably incurred by the Seller up to the time of cancellation.
If the Buyer is in breach of any of his obligations or if he becomes unable to pay his debts when they fall due or proceedings are commenced against him alleging bankruptcy or insolvency the Seller may suspend further supply or delivery, stop any goods in transit and/or terminate the contract. Upon termination the Buyer’s indebtedness to the Seller shall become immediately due and payable and the Seller shall be under no further obligation to supply goods to the Buyer.
The contract shall be deemed to have been made in England. The parties to the contract shall be submit to the jurisdiction of the English Courts. English Law shall be the proper law of the contract.
The Buyer shall not, without the Seller’s prior written assent, assign or sub-contract any of its rights or obligations under this contract.
No indulgence or forbearance extended to the Buyer shall limit or prejudice any right or claim available to the Seller.