Conditions of Sale.
1. ACCEPTANCE:- Although the buyer's acceptance of any quotation shall be binding on him the Company reserves the right to rescind the Contract at any time without giving any reason there for and the Company will give written notice of such rescission to the buyer but shall not be liable to make any payment by way of compensation or damages.
2. PRELIMINARY WORK:- Work carried out whether experimentally or otherwise at buyer's request will be charged.
3. PROOFS :- Alterations including alterations in style and cost of additional proofs necessitated by such alterations will be charged extra. Proofs of all work may be submitted for the buyer's approval and in that event no responsibility will be accepted for any errors in them not corrected by the buyer.
4. STANDING MATTER:-
a) The buyer's property and all property supplied to the Company by or on behalf of the buyer shall be held worked on and carried at buyer's risk.
b) Metal, film, glass and other materials used by the Company in the production of type, plates, moulds, stereotypes, electrotypes, film-setting, negatives, positives and the like shall remain the exclusive property of the Company.
c) Type may be distributed and lithographic photogravure or other work effaced immediately after the order is executed unless written arrangements are made to the contrary. In the later event rent may be charged.
5. ILLEGAL MATTER:-
a) The Company shall not be required to print any matter which in the Company's opinion is of an illegal or libelous nature.
b) The Company shall be indemnified by the buyer in respect of any claims, costs and expenses arising out of any libelous matter printed for the buyer or any infringement of copyright patent or design.
6. MACHINE-READABLE CODES:-
a) In the case of machine readable codes or symbols the Company shall print the same as specified or approved by the buyer in accordance with generally accepted standards and procedures.
b) The buyer shall be responsible for satisfying himself that the code or symbol will read correctly on the equipment likely to be used by those for whom the code or symbol is intended.
c) The buyer shall indemnify the Company against any claims by any party resulting from the code or symbol not reading or not reading correctly for any reason, except to the extent that such claim arises from any failure of the Company to comply with paragraph (a) above which is not attributable to error or failing within the tolerances generally accepted in the trade in relation to printing of this nature.
7. PRICE:- Quotations are based and orders are accepted on current prices prevailing at the date of the quotation or acceptance of the order and are subject to amendment by the Company on or at any time after acceptance to meet any rise or fall in costs, wages, carriage, raw materials, variation in suppliers prices, foreign exchange rates or import or other duty or tax between the date of the quotation/order and date of delivery.
a) Deliveries may, at the Company's option, be suspended, restricted or delayed without the Company giving any reason there for and the Company shall not be responsible for any loss due to such delay.
b) Should expedited delivery be agreed and necessitate overtime or other additional cost or should work be suspended at the request of or delayed through any default of the buyer an extra charge may be raised and it shall be payable by the buyer immediately on notification.
c) The buyer shall inspect the goods immediately on receipt thereof and shall within 10 days from receipt give notice in writing to the Company of any matter or thing by reason whereof he shall allege that the goods are not in accordance with the contract. If the buyer shall fail to give such notice the goods shall be deemed to be in all respects in accordance with the contract and the buyer shall be bound to accept and pay for the goods accordingly.
d) The goods shall be delivered by the Company to the buyer in accordance with these conditions and the buyer's written instructions provided the latter do not conflict with these conditions provided nevertheless that from the time of despatch thereof from the Company's premises and until such delivery the risk of any loss or damage to or deterioration of the goods from whatever cause arising shall be borne by the buyer.
9. RESERVATION OF TITLE:-
a) The ownership of the goods shall remain in the Company until payment by the buyer of all monies owed to the Company by the buyer (whether or not having fallen due for payment), but the buyer shall be responsible for any damage sustained to the goods whilst in his possession or care.
b) The buyer shall permit the Company, its servants or agents to enter upon the buyer's premises to repossess the goods at any time prior to the payment of all monies owed to the Company by the buyer (whether or not having fallen due for payment).
c) The buyer shall have the right to dispose of the goods in the ordinary course of business for the account of the Company and to pass good title to the goods to his customer being a bona fide purchaser for value without notice of the Company's rights provided however that the buyer will stand possessed of the proceeds sale in trust for the Company to whom the buyer will account but the buyer may retain there from any excess of such proceeds over the amount outstanding under this or any other sale contract between them, and the Company has the additional right to recover the buyer's price directly from the buyer's customer to the extent unpaid. If the Company avails itself of such right the buyer agrees to be joined as a party to any proceedings and the Company shall account to the buyer for any such excess as aforesaid less any expense incurred by the Company in respect of such recovery.
d) The buyer's power of sale shall automatically cease if a Receiver or Administrator is appointed over any of the assets or the undertaking of the buyer or a winding-up order is made against the buyer or the buyer goes into voluntary liquidation (otherwise than for the purpose of reconstruction or amalgamation) or convenes a meeting of or make any arrangement or composition with creditors or commits any act of bankruptcy or allows execution to be levied against its or his goods.
e) For the purpose of this clause, the buyer hereby agrees to waive any counterclaim or off-set claim against the Company.
10. VARIATIONS OF CONTRACT:- Every endeavour will be made by the Company to deliver the correct quantity ordered but quotations are conditional upon margins of 10% being allowed for overs or shortage and the same may be charged or deducted.
a) Payment shall be nett monthly.
b) The time allowed for payment shall be of the essence of the contract and payment by the due date is a condition precedent to further deliveries. If the buyer shall fail to make any payment when due the Company may withhold deliveries to him of any goods ordered and the buyer shall become liable to pay the cost of all materials and work in connection with any uncompleted part of the contract plus a 20% administration charge.
c) If any payment is in arrear in respect of any goods or any instalment of goods ordered by the buyer the Company shall have an absolute right without giving notice to the buyer to restrain delivery of any goods in its possession or at its option to rescind any contract existing between the Company and the buyer without prejudice to the Company's rights to recover any money owing to the Company by the buyer.
d) The Company shall be entitled to charge interest on any overdue monies at 3% over Bank of Ireland Sterling Base lending rate.
e) The Company shall be entitled to recover from the buyer any cost incurred in the course of collecting an overdue account.
f) Any period of credit allowed to the buyer may be changed or withdrawn at any time.
g) If in the opinion of the Company the creditworthiness of the buyer shall have deteriorated prior to delivery the Company may require full or partial payment of the price prior to delivery or the provision of security for payment by the customer in a form acceptable to the Company.
a) The Company cannot accept any liability for claims arising from damage delay or partial loss of goods in transit: such claims must be made by the buyer on the carrier direct.
b) The Company shall not be liable for indirect loss or third party claims occasioned by delay in completing any work or for any loss to the buyer arising from delay in delivery or transport nor shall the Company be liable for defective work for any reason including negligence and the Company's liability if any shall be limited to rectify any such defect.
c) Any claims against the Company must be made within 10 days of delivery.
13. WARRANTIES:- All warranties and conditions expressed or implied statutory or otherwise as to quality or fitness of any of the Company's products or goods supplied by the Company for any particular purposes are hereby excluded.
14. CARRIAGE:- All goods are sent carriage paid within the United Kingdom of Great Britain, Northern Ireland and Eire (where orders are over the required minimum levels) but if the Company is instructed by the buyer to send goods by any other than its normal method of carriage the difference in cost between such mode of delivery and the Company's usual mode of delivery may be charged to the buyer's account.
a) These conditions may only be varied by agreement in writing signed by an authorised executive of the Company and shall override any Terms and Conditions stated by the buyer.
b) Goods are supplied subject to such additional Terms and Conditions as are set out in the Company's price lists and/or invoices furnished at or about the time of order or delivery of the goods and such terms shall be deemed to be part of these conditions and, if there is a conflict, to override these conditions, as if included herein.
16. FORBEARANCE BY THE COMPANY:- No forbearance or indulgence by the Company shown or granted to the buyer whether in respect of these conditions or otherwise shall in any way affect or prejudice the rights of the Company against the buyer or be regarded as a waiver of any of these general conditions.
17. FORCE MAJEURE:- The Company shall not be liable for failing to perform the contract whether in whole or in part if the failure is caused by inability to secure labour, materials or supplies, act of God, riot or civil commotion, strike, lockout, fire, flood, drought, act of Government or any other cause (whether or not similar in kind to all or any of the foregoing) outside the Company's control and shall have the right by notice in writing to the buyer to rescind the contract or to elect or impose such variation in the contract as may in its opinion be necessary.
18. LAW:- These conditions and all other expressed terms of the contract shall be governed and construed in accordance with the Laws of Northern Ireland, factored invoices in Estonia will be governed by Estonian Law.
19. THE COMPANY:-
a) All rights of the Company may be assigned by the Company without the further consent of the buyer.
b) All or any obligations of the Company may be assigned without further consent of the buyer.
c) The Company shall mean Victor Stationery (UK) Ltd or Victor Stationery OU.