1.1 These Terms and Conditions form the entire agreement between Clarity VM Ltd trading as Clarity Visual Management of Melton House, Jackson Way, Melton, HU14 3HJ (“the Seller”) and the Customer (“the Customer”) whose name appears on the invoice or delivery note (“the Invoice”) for the sale and purchase of goods or for the supply of services appearing on the Invoice (“the Goods”).
1.2 Unless otherwise agreed in writing by the Seller these terms and conditions shall supersede any earlier sets of conditions of sale appearing in a catalogue or elsewhere and shall override any terms or conditions stipulated or incorporated or referred to by the Customer whether in an order or in the course of negotiations or at any time.
1.3 The Seller reserves the right to withhold further supplies in the event of any breach of any of these terms and conditions or for any other reason which the Seller considers warrants such action and any such action shall not give rise to any liability whatever on the part of the Seller to the Customer.
1.4 Orders are accepted by the Seller subject to availability of Stock. The Seller reserves the right to deliver the goods in two or more instalments. Time of delivery shall not be of the essence of this agreement.
1.5 The Seller shall not be liable in any way for any loss of trade or profit occurring to the Customer in the event of delivery of the Goods being delayed or prevented by reason of fire, flood, accidents, strikes, lockouts, trade disputes, acts or restraints of governments.
1.6 These terms and conditions are subject to the laws of England and Wales.
2.1 The normal terms of payment shall be by cheque, credit/debit card or cash prior to or on delivery unless the Customer has an account in which case terms of payment shall be net 30 days unless otherwise agreed BUT the Seller reserves the right in any particular case at its discretion to require payment of part or all of the purchase price in advance. The Seller may charge compensation and interest on overdue outstanding monies in line with the Late Payment of Commercial Debts (Interest) Act and the Late Payment of Commercial Debts Regulations.
3.1 The Seller will make every reasonable effort to maintain quoted prices but reserves the right to amend any of its prices without prior notice.
3.2 Orders are accepted on condition that the Goods will be invoiced at prices ruling at the date of delivery.
3.3 The Seller reserves the right to revise the quoted price in the case of an inadvertent error in the original quotation or catalogue notice of which and an explanation of which is given to the customer before delivery.
3.4 Responsibility remains with the customer to ascertain whether the prices in his possession are valid at the time of invoicing.
3.5 All prices exclude Value Added Tax (VAT) which will be added at the appropriate rate in respect of all goods chargeable with VAT.
3.6 Any pricing agreed is based on the understanding that the work will be completed within the Seller’s standard hours of Business which are currently Monday to Friday 7:30am to 4:30pm.
4.1 The Seller reserves the right to make any changes in the specification of the Goods for whatever reason or, where the Goods are to be supplies to the Customer’s specification, which do not materially affect their quality or performance.
4.2 If any material is to be reproduced in whole or in part or if the Goods are to be manufactured or any process is to be applied to the Goods by the Seller in accordance with the Customer’s specification, no responsibility or liability for the infringement of any copyright, patent, design, trademark or other industrial or intellectual property rights will rest with Clarity VM Ltd, its shareholders, employees or agents. It is the responsibility of the Customer to ensure that no infringement of any such copyright patent, design trademark or other industrial or intellectual property rights takes place and the Customer shall indemnify Clarity VM Ltd against all loss, damages, costs and expenses incurred in connection with any claim for such infringement.
4.3 No order which has been accepted by the Seller may be cancelled by the Customer except with the agreement in writing of the Seller and on terms that the Customer shall indemnify the seller in full against all loss, costs, damages, charges and expenses incurred by the Seller as a result of cancellation.
4.4 The Seller shall not be responsible in any way for the suitability of the Goods for any particular usage, process or application, unless specifically stated in writing by the Seller. Descriptions, photographs, illustrations and specifications provided by the Seller are for guidance only and shall not be binding on the Seller or form part of the contract.
4.5 It is the responsibility of the Customer to ensure that any usage or application of the Goods does not infringe any safety or other laws or regulations. The Customer shall indemnify the Seller against any loss, damages, costs and expenses incurred in connection with any claim for infringement.
4.6 The Seller reserves the right to withdraw any item from sale without prior notice and for whatever reason.
4.7 Files for printing must follow the Seller’s artwork specifications. If any alterations or amendments are required the Seller reserves the right to charge for artwork at its standard rate for any works carried out. Any technical queries must be raised by the Customer before work is commenced by the Seller.
4.8 The copyright of all design and intellectual property created by The Seller or its agents belong to Clarity VM Ltd and may not be reproduced or used in any manner whatsoever without the express written permission of The Seller.
4.9 Proofs of all work may be submitted for customer’s approval and the Seller shall incur no liability for any errors not corrected by the Customer in proofs so submitted. Customer’s alterations and additional proofs necessitated thereby shall be charged extra. When style, type or layout is left to the Seller’s judgement, changes there from made by the Customer will be charged extra.
4.10 Should work be suspended at the request of or delayed through any default of the Customer for a period of 30 days the Seller shall then be entitled to payment for work already carried out, any materials specially ordered and other additional costs including storage.
4.11 Every endeavour will be made to deliver the correct quantity ordered but estimates are conditional upon margins of 5 per cent for all printed work being allowed for overs or shortage, the same to be deducted or charged accordingly.
5.1 Delivery of the Goods shall be made by the Customer collecting the Goods at the Seller’s premises at anytime after the Seller has notified the Customer that the Goods are ready for collection or, if some other place for delivery is agreed by the Seller, by the Seller delivering the Goods to that place.
5.2 The Seller will make all reasonable endeavours to effect delivery of the Goods by or about the quoted delivery date and time but all dates and times quoted for delivery of the goods are approximate only and the Seller shall not be liable for any delay in delivery of the Goods howsoever caused.
6.1 Risk of damage to or loss of the Goods shall pass to the Customer :- (a) in the case of Goods to be delivered at the Seller’s premises, at the time when the Seller notifies the Customer that the Goods are available for collection or (b) In the case of Goods to be delivered otherwise than at the Seller’s premises, at the time of delivery or, if the Customer wrongfully fails to take delivery of the Goods, the time when the Seller has tendered delivery of the Goods.
6.2 Notwithstanding delivery and the passing of risk in the Goods, or any other provision of these conditions, the property in the Goods shall not pass to the Customer until the Seller has received in cash or cleared funds payment in full of the price of the Goods and all other Goods agreed to be sold by the Seller to the Customer for which payment is then due.
6.3 Until such time as the property and the Goods passes to the Customer the Seller shall be entitled at any time to require the Customer to deliver up the Goods to the Seller and if the Customer fails to do so forthwith, to enter upon any premises of the customer or any third party where the Goods are stored and repossess the Goods.
6.4 The Customer shall not be entitled to 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 Customer does so all the monies owing by the Customer to the Seller shall forthwith become due and payable.
7.1 If upon delivery or thereafter any of the Goods appear to be defective in material or workmanship or if the full quantity of Goods ordered appears not to have been delivered then the Customer must notify the Seller within three days after receipt of the Goods and must confirm such notification in writing within ten days of receipt of the Goods.
7.2 Where the defect in the Goods was not apparent on reasonable inspection of the Goods on delivery the Customer must notify the Seller within seven days after discovery of the defect and must confirm such notification in writing within ten days after such discovery provided that in no circumstances will any claim in respect of an alleged defect be entertained by the Seller later than three months after receipt of the Goods by the Customer.
7.3 If Goods which have been ordered by the Customer are not delivered then the Customer must notify the Seller within seven days after receipt of the invoice for the Goods and must confirm such notification in writing within ten days of receipt of the invoice.
7.4 If Goods in respect of which a defect is alleged are proved to be defective to the satisfaction of the Seller, then the Seller will at its option either replace such Goods free of charge or refund the price thereof.
7.5 The Seller shall be under no liability in respect of any defect in the Goods arising from any drawing, design or specification supplied by the Customer; any defect arising from fair wear and tear, wilful damage, negligence, abnormal working conditions, misuse or alteration or repair of the Goods without the Seller’s approval; or if the total price for the Goods has not been paid by the due date for payment.
7.6 The total liability of the Seller to the Customer under this clause shall in no case exceed the value of the Goods.
7.7 The Seller will not accept the return of Goods no longer required or incorrectly ordered unless
7.7.1 The Customer has the Seller’s prior agreement to accept such return and;
7.7.2 The Goods are in their original condition and;
7.7.3 The Goods are in their original unused packaging and;
7.7.4 The Customer agrees to be responsible for the cost of Carriage and all risks up to and including delivery of the returned Goods to the Seller’s premises.
8.1 In this case of previously used Goods, it is expressly agreed that the Goods are sold as seen and without warranty and that the Seller shall be under no liability in respect of any defect in the Goods which would have been apparent on reasonable inspection prior to the delivery of the Goods to the Customer whether or not such inspection has taken place.
E. & O.E. Clarity VM Ltd October 2014
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