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Terms

TERMS & CONDITIONS - General. (Updated 08-09-21).

(For all products other than Banners & Large Format, Roller Banners & Flags - please see separate Terms & Conditions Headed below for those products).

This page (together with the documents referred to on it) tells you the terms and conditions on which we supply any of the products ("Products") listed on our website www.amesburyprinting.co.uk, and other ordering web platform e.g. interactive price lists, quotes and order forms ("our site") to you. Please read these terms and conditions carefully before ordering any Products from our site. You should understand that by ordering any of our Products, you agree to be bound by these terms and conditions. Please note that we limit our liability at paragraph 14 below.

Should you wish print a copy of these terms and conditions for future reference, press Control + P.

1. Information about us

Our site is a site operated by Amesbury Printing Company Limited. ("we/us/our"). We are registered in England and Wales under company number 04024279 and our registered office is Unit 12, Mills Way Centre, Boscombe Down Business Park, Amesbury, Wiltshire SP4 7AU. Our VAT registration number is 768 6355 78.

2. Your Status

By placing an order through our site, you warrant that:

2.1 You are legally capable of entering into binding contracts; and

2.2 You are at least 18 years old

3. How the contract is formed between you and us

3.1 Your order constitutes an offer to us to buy a Product or Products. All orders are subject to acceptance by us, and we will confirm such acceptance to you by electronic notification at the end of the ordering process (the "Order Confirmation"). We are unable to issue an Order Confirmation until such time as the ordering process is complete. The contract between us ("Contract") will only be formed when we send you the Order Confirmation. Once the Contract has been formed, the terms of the Contract cannot be varied without our prior written consent.

3.2 As the Products will have been made to your specification or personalised by you, you will not have any right to cancel the supply of any of the Products once we have begun carrying out the contract i.e. we have confirmed your order in writing (by email). Once artwork has been uploaded, our automatic processes may make it impossible to cancel your order. If it is possible to make changes, a minimum charge of £15+VAT will be applied or we shall be entitled to make additional charges on a time and materials basis to cover such additional work already carried out.

4. Material and information provided by you

4.1 Whenever you make use of a feature that allows you to upload material to our site you must comply with the content standards set out in our Acceptable Use Policy. You warrant that any such material does comply with those standards, and you indemnify us for any breach of that warranty.

4.2 We shall not be required to print any matter which in our sole and final opinion is or may be of an illegal or libellous or inappropriate nature or an infringement of the proprietary or other rights of any third party, such conditions being extended to material of an extreme or political nature.

4.3 We reserve the right to refuse to print any matter which in our opinion may be prejudicial or detrimental to the good of Amesbury Printing Company Ltd.

4.4 We shall be indemnified by the customer in respect of any claims, costs and expenses arising out of any libellous matter or any infringement of copyright, patent design or any other proprietary or personal rights contained in any material printed for the customer and or their agents. The indemnity shall extend to any amounts paid on legal advice in settlement of any claim.

4.5 In addition to complying with our Acceptable Use Policy, you agree that all material uploaded by you onto our site will be done at your own risk. You must retain a copy of all material you upload. We expressly exclude all liability for any uploaded material which is lost or damaged during or after the uploading process.

4.6 Failure to follow our site's preparatory instructions for uploading your material may result in Products of poor quality. We accept no responsibility for poor quality Products in those circumstances. See the technical information / templates on each product page for guidance and advice.

4.7 You must not upload any material that will breach any third party rights to such material unless you have the express consent of the third party. We have the right to disclose your identity to any third party claiming that any material uploaded by you to our site constitutes a violation of their rights.

4.8 We have the right to remove any material uploaded by you or not to fulfil any order if, in our opinion, such material does not comply with the content standards set out in our Acceptable Use Policy. You will receive a full refund of any sums already paid for an order we do not fulfil, less any administration charge or any additional charges on a time and materials basis applied to cover such additional work already carried out.

4.9 You agree only to provide someone else's personal information if they have given you express consent to use it in respect of the Products you have ordered.

4.10 Personal information is processed and stored in accordance with our Privacy Policy.

4.11 We may establish policies and limits concerning our storage of material uploaded by you and the amount of any material that may be uploaded. We may delete your material stored by us which is inactive for an extended period of time without reference to you. We may change our policies and limits at any time, in our sole discretion, with or without notice to you. To the extent that we are permitted to do so by law, we may delete your material stored by us at any time.

4.12 We reserve the right to reject any paper or other materials supplied or specified by you which we consider to be unsuitable. Additional costs incurred if materials are found to be unsuitable during production may be charged except that if the whole or any part of such additional cost could have been avoided but for unreasonable delay by us in ascertaining the unsuitability of the materials.

4.12.1 We shall have no liability in respect of any work being of less than reasonably satisfactory quality as a result of defects in or the unsuitability of materials supplied or specified by you.

4.12.2 We shall assume that quantities of materials supplied shall be adequate to cover normal spoilage; if the quantities supplied are not sufficient to cover normal spoilage then we shall have no liability for any shortfall in quantity.

4.13 The suitability of products for the purpose intended rests solely with the customer and we accept no responsibility for any losses howsoever caused.

5. Copyright

5.1 Unless negotiated and agreed in writing, the copyright of any artwork and anything else whatsoever prepared, developed or created by Amesbury Printing Company Ltd. shall vest in and belong to us. We may use any artwork or printing produced by ourselves for the purposes of promoting ourselves.

6. Artwork Services and Proofs

6.1 Prior to producing the Products, we offer the facility to produce an electronic proof of the Product for your approval. You are responsible for approving these proofs. You accept that once you have approved the proof, the Products cannot be changed nor cancelled. We shall have no liability to you for any errors in the proof subsequently discovered by you.

6.2 Should you choose not to receive a proof (with either our File Check or Just Print services), we shall have no liability to you for any errors in the Product subsequently discovered by you.

6.3 Should you choose to make use of our Just Print service, you must follow the specific requirements of this service:

6.3.1 Files supplied must be in PDF/x-1a format.

6.3.2 Your job will go through our automated system and will only be rejected if we are unable to print your file. We will carry out no pre-flight or quality checks on your document as these will already have been carried out by yourself prior to submitting the file.

6.3.3 You must ensure that your supplied files adhere fully to the technical information / templates on each product page.

6.4 Copy - Where any additional work of whatever nature is necessary as a result of copy supplied by a customer not being clear and/or legible, we shall be entitled to make additional charges on a time and materials basis to cover such additional work.

6.5 Additional charges shall be made for any additional proofs that are required as a result of alterations required by the customer. When style, type or layout is left to Amesbury Printing Company Ltd.'s discretion, any subsequent changes to such style, type or layout required by the customer shall be subject to additional charges on a time and materials basis.

6.6 Company imprint - Unless otherwise specifically requested in writing any work may carry the Amesbury Printing Company Ltd. imprint which will be positioned at Amesbury Printing Company Ltd.'s discretion.

6.7 We reserve the right to retain printed copies of work provided for display and marketing purposes.

6.8 Your statutory rights are not affected by these terms and conditions.

7. Production and Delivery Times

7.1 Production shall be deemed to begin when the following conditions are met: payment has been made, artwork has been uploaded and accepted and the order has been confirmed (except where credit terms have been agreed). If these events take place after 5pm (11am for Same Day Service, where available) on a production day, production will be deemed to begin on the next production day. Your order confirmation will contain an estimated delivery date based upon the nature of your order, which is typically the next working day after production is completed.

7.1.1 Unless there are exceptional circumstances, your Products will be dispatched for delivery on the last production day in accordance with the production service chosen by you during the ordering process:

7.1.2 Saver: typically 4 production days.

7.1.3 Standard: typically 2 production days.

7.1.4 Express+: typically 1 production day (where available).

7.1.5 Same Day: typically dispatched on the first production day (where available).

7.1.6 Please note larger quantities and items that require complex finishing - e.g. folding, creasing, binding, stitching, and die-cutting - will require longer production time. We will inform you of the production time for your order at the point of order and delivery date in your confirmation email.

7.2 After production, we dispatch all finished orders by courier for next day delivery. Some postcodes, including Northern Ireland (BT), the Scottish Highlands & Islands (AB31-38, AB41-45, AB51-56, FK19-21, HS, IV, KA27-28, KW, PA20-88, PH5-10, PH15-26, PH30-44, ZE), Isle of Man (IM), or Isle of Wight (PO31-41) may take between 3 and 5 working days, and may incur an extra charge.

7.3 Production days are held to be working days: Monday to Friday inclusive unless notified otherwise, e.g. for some UK Bank Holidays.

7.4 Where production is delayed due to exceptional circumstances, we will complete the work as soon as we reasonably can.

7.5 The responsibility for collection and or delivery of Products lies with the customer. Any carriage arranged by Amesbury Printing Company Ltd. is on the customer's behalf and the printer is not liable for any delays arising out of that carriage.

7.6 Where delivery is not possible as a result of us being provided with the incorrect delivery address details, our delivery service will return the Products to us. We reserve the right to make an additional delivery charge for re-dispatch of the Products to the correct delivery address.

7.7 All products will be signed for upon delivery, if anyone other than the intended recipient signs for the product and the product is subsequently not delivered to the intended recipient, we will incur no liability provided that parcel was delivered to the address provided by the purchaser.

7.8 Delivery to temporary addresses such as hotels, exhibition and conference centres etc. is entirely at the risk of the customer.

8. Non-Delivery

8.1 You must notify us in writing within 7 days of any failure on our part to deliver the Products in order that we can investigate the failure and take appropriate action.

9. Quantities

9.1 All reasonable endeavours will be made to deliver the correct quantity of Products ordered by you.

9.2 You acknowledge that variations in respect of quantities are inherent within the printing industry.

9.3 Our liability in respect of shortages are as follows:

QuantitiesNo credit awardedPro rata credit awardedMissing items reprinted

Up to 1,000Shortage of up to 5%Shortage between 6% -20%Shortage of 21% and over

Up to 5,000Shortage of up to 5%Shortage between 6%-15%Shortage of 16% and over

Up to 20,000Shortage of up to 5%Shortage between 6%-12%Shortage of 13% and over

Over 20,000Shortage of up to 4%Shortage between 5%-10%Shortage of 11% and over

9.4 All overages may be kept by you at no additional cost.

10. Quality

10.1 You accept that colour variations are inherent within the printing process for files submitted. You also understand and accept that computer hardware set-ups are such that we cannot guarantee that the Product colours will match those displayed on your computer screen during the ordering process.

10.2 Due to the nature of the printing process, we shall not be required to guarantee an exact match in colour or texture between the printed results and any proof or existing copy so supplied.

10.3 Due to the ink tolerances involved in the four colour printing process, slight variance in finished printed colour is inevitable.

10.4 Pantone spot colour matches cannot be produced using the full colour process.

10.5 Any proof copies issued by us are NOT colour accurate and are issued for content checking only.

10.6 Printing presses used are calibrated and tested to ISO 12647-2 standards: any dispute regarding colour will not be withheld if the tolerances of that standard have been maintained.

11. Price & Payment

11.1 The price of any Products will be as quoted on our site from time of order confirmation, except in cases of obvious error.

11.2 These prices do not include VAT and delivery costs, which will be added to the total amount due as set out in the Basket section of the online ordering process. We reserve the right to charge the amount of any taxes, value added tax, duties or royalties etc. which are payable whether or not included on the estimate.

11.3 Prices are liable to change at any time, but changes will not affect orders in respect of which we have already sent you an Order Confirmation, except in cases of obvious error.

11.4 All work carried out, whether experimentally or otherwise, at the customer's request shall be charged.

11.5 Third-party credit card companies will be entitled to store any credit or debit card data if you choose that option when you place your order.

11.6 Where we have agreed credit terms with a customer, we reserve the right to charge interest on overdue debt (invoices not settled within the agreed credit terms) at 2% above the RBS base rate at the time and an administration fee to cover our debt recovery costs.

11.7 In the event of a credit customer becoming unable to service its debts in the ordinary course of business or due to insolvency or has a winding-up petition issued against it or, being a person, has a bankruptcy petition issued against it, without prejudice to other remedies we shall

11.7.1 have the right not to proceed further with the contract or any other work for the customer and be entitled to charge for work already carried out (whether completed or not) and materials purchased for the customer, such charge to be an immediate due debt, and

11.7.2 in respect of all unpaid debts due from the customer have a general lien on all goods and property in our possession (whether worked on or not) and shall be entitled on the expiration of 14 days' notice to dispose of such goods or property in such manner and at such price we think fit and to apply the proceeds towards such debts.

12. Our Replacement Policy

12.1 The print production factory and systems are ISO9001 compliant; however, in the unlikely event, that you believe that a Product is defective, we may request that you return the product for our examination.

12.2 Our liability in respect of misprints are as follows:

QuantitiesNo credit awardedPro rata credit awardedDefective items reprinted

Up to 1,000Misprints of up to 5%Misprints between 6% -20%Misprints of 21% and over

Up to 5,000Misprints of up to 5%Misprints between 6%-15%Misprints of 16% and over

Up to 20,000Misprints of up to 5%Misprints between 6%-12%Misprints of 13% and over

Over 20,000Misprints of up to 4%Misprints between 5%-10%Misprints of 11% and over

13. Claims

13.1 Claims for damage, shortages or non-delivery must be advised within 7 days from the date that the Products were dispatched.

13.2 We shall not be liable in respect of any claim unless we are notified in accordance with paragraph 13.1 except where you demonstrate to our reasonable satisfaction that it was not possible to comply with this requirement and your claim was made by you as soon as reasonably possible thereafter.

13.4 We may ask you to send us photographic evidence and a number of samples showing any damage or defects and to retain the Product for 30 days after receipt for the purposes of inspection by ourselves or our agents or representatives.

14. Our Liability

14.1 Our liability in connection with any Product purchased through our site is strictly limited to the purchase price of that Product (including delivery costs).

14.2 We do not exclude or limit in any way our liability:

14.2.1 for death or personal injury caused by our negligence;

14.2.2 under section 2(3) of the Consumer Protection Act 1987;

14.2.3 for fraud or fraudulent misrepresentation; or

14.2.4 for any matter for which it would be illegal for us to exclude, or attempt to exclude, our liability.

14.3 Whether caused by our negligence, breach of contract or breach of duty, we exclude all liability for:

14.3.1 any direct loss of income or revenue, loss of business, loss of profits or contracts, loss of anticipated savings, loss of data, waste of management or office time; or

14.3.2 any indirect or consequential loss or damage of any kind however arising, even if foreseeable.

15. Written Communications

15.1 When using our website, you accept that communication with us will be by electronic means only. We will contact you by e-mail or provide you with information by posting notices on our site. For contractual purposes, you agree to this electronic means of communication and you acknowledge that all contracts, notices, information and other communications that we provide to you electronically comply with any legal requirement that such communications be in writing.

16. Events Outside Our Control

16.1 We will not be liable or responsible for any failure to perform, or delay in performance of, any of our obligations under a Contract that is caused by events outside our reasonable control (Force Majeure).

16.2 Force Majeure includes any act, event, non-happening, omission or accident beyond our reasonable control and includes in particular (without limitation) the following:

16.2.1 strikes, lock-outs or other industrial action;

16.2.2 civil commotion, riot, invasion, terrorist attack or threat of terrorist attack, war (whether declared or not) or threat or preparation for war;

16.2.3 fire, explosion, storm, flood, earthquake, subsidence, epidemic or other natural disaster;

16.2.4 impossibility of the use of means of public or private transport;

16.2.5 impossibility of the use of public or private telecommunications networks; and

16.2.6 the acts, decrees, legislation, regulations or restrictions of any government.

16.3 Our performance under any Contract is deemed to be suspended for the period that Force Majeure continues, and we will have an extension of time for performance for the duration of that period. We will use our reasonable endeavours to bring Force Majeure to a close or to find a solution by which our obligations under the Contract may be performed despite Force Majeure.

17. Our Right to Vary these Terms & Conditions

17.1 We reserve the right to revise and amend these terms and conditions from time to time without notice.

17.2 You will be subject to the policies and terms and conditions in force at the time that you order Products from us, unless any change to those policies or these terms and conditions is required to be made by law or governmental authority (in which case it will apply to orders previously placed by you), or if we notify you of the change to those policies or these terms and conditions before we send you the Order Confirmation (in which case we have the right to assume that you have accepted the change to the terms and conditions, unless you notify us to the contrary within 7 working days of receipt by you of the Products).

18. Contact

If you have any queries about these Terms & Conditions, or any other aspect of our website, or you have a complaint, please email us at mail@amesburyprinting.co.uk.

19. Law & Jurisdiction

19.1 Contracts for the purchase of Products through our site will be governed by the laws of England and Wales. Any dispute arising from, or related to, such Contracts shall be subject to the non-exclusive jurisdiction of the courts of England and Wales.

ACCEPTABLE USAGE POLICY(Updated 08-09-21).

This page (together with the documents referred to on it) sets out the terms between you and us under which you may access our website www.amesburyprinting.co.uk, and other ordering web platform e.g. interactive price lists, quotes and order forms ("our site"). This acceptable use policy applies to all users of, and visitors to, our site.

Your use of our site means that you accept, and agree to abide by, all the policies in this acceptable use policy, which supplement our terms of website use.

Should you wish print a copy of these terms and conditions for future reference, press Control + P.

1. Prohibited Uses

1.1 You may use our site only for lawful purposes. You may not use our site:

  • In any way that breaches any applicable local, national or international law or regulation.
  • In any way that is unlawful or fraudulent, or has any unlawful or fraudulent purpose or effect.
  • For the purpose of harming or attempting to harm minors in any way.
  • To send, knowingly receive, upload, download, use or re-use any material which does not comply with our content standards.
  • To transmit, or procure the sending of, any unsolicited or unauthorised advertising or promotional material or any other form of similar solicitation (spam).
  • To knowingly transmit any data, send or upload any material that contains viruses, trojan horses, worms, time-bombs, keystroke loggers, spyware, adware or any other harmful programs or similar computer code designed to adversely affect the operation of any computer software or hardware.
  • 1.2 You also agree:

  • Not to reproduce, duplicate, copy or re-sell any part of our site in contravention of the provisions of our terms of website use.
  • Not to access without authority, interfere with, damage or disrupt:
  • oany part of our site;

    oany equipment or network on which our site is stored;

    oany software used in the provision of our site

    2. Suspension & Termination

    2.1 We will determine, at our discretion, whether there has been a breach of this acceptable use policy through your use of our site. When a breach of this policy has occurred, we may take such action as we deem appropriate.

    2.2 Failure to comply with this acceptable use policy constitutes a material breach of the terms of use upon which you are permitted to use our site, and may result in our taking all or any of the following actions:

  • Immediate, temporary or permanent withdrawal of your right to use our site.
  • Immediate, temporary or permanent removal of any posting or material uploaded by you to our site.
  • Issue of a warning to you.
  • Legal proceedings against you for reimbursement of all costs on an indemnity basis (including, but not limited to, reasonable administrative and legal costs) resulting from the breach.
  • Further legal action against you.
  • Disclosure of such information to law enforcement authorities as we reasonably feel is necessary.
  • 2.3 We exclude liability for actions taken in response to breaches of this acceptable use policy. The responses described in this policy are not limited, and we may take any other action we reasonably deem appropriate.

    3. Changes to the Acceptable Use Policy

    Any changes we may make to our Acceptable Use Policy will be posted on this page and, where appropriate, notified to you by e-mail. You are expected to check this page from time to time to take notice of any changes we make, as they are legally binding on you. Some of the provisions contained in this policy may also be superseded by provisions or notices published elsewhere on our site.

    E&OE - version 1.16

    Terms of Use

    For Banners & Large Format, Roller Banners & Flags. (Last Updated 08-09-21).

    Please note, in using this Amesbury Printing Company Ltd. website, you agree to be bound by the following terms and conditions. You are also deemed to have read and understood these terms and conditions and agree to be bound by them each time you access this website.

    Amesbury Printing Company Ltd. makes every effort to ensure that the information displayed is correct. In addition, Amesbury Printing Company Ltd. give no warranty or undertaking as to the quality or accuracy of this website. Therefore, we cannot be held liable for any reliance which you place on the information.

    Amesbury Printing Company Ltd. does not give warranties in respect of the Website or the information or the goods and services available via the Website and makes no representations as to the fitness for a particular purpose of any goods or services available via the Website.

    Access and use of this website is entirely at your own risk.

    Jurisdiction and Law

    This site is intended for the use of customers in the United Kingdom only. It was created and is operated according to the laws of England . Any disputes will be subject to the exclusive jurisdiction of the Courts of England and to the laws of England.

    Links

    On this site you may be offered links to other sites operated by parties other than that of Amesbury Printing Company Ltd. The inclusion of any link to such sites does not imply endorsement by us of the sites or the services or products offered on such sites. We are not responsible for the content or accuracy of any off-site pages or any other sites linked.

    Terms and Conditions of Sale for Banner & Large Format, Roller Banner & Flag Products.

    (Last updated 08/09/2021.)

    1. Interpretation

    1.1 The definitions and rules of interpretation in this condition apply in these terms and conditions (Conditions).

    Acceptance: acceptance of the Goods by the Buyer.

    Buyer: the person, firm or company who purchases the Goods from the Company.

    Company: Amesbury Printing Company Limited. (Registered in England No. 04024279).

    Contract: any agreement between the Company and the Buyer for the sale and purchase of Goods, incorporating these Conditions.

    Delivery Point: the place where delivery of the Goods is to take place under condition 3.

    Deliverables: any Documents and materials developed by the Company in relation to the Goods in any form, including certificates, calculation details, drawings, data, reports and specifications (including drafts) that are listed in the Contract as being deliverable to the Buyer or that are delivered to the Buyer.

    Document: includes, without limitation, in addition to any document in writing, any drawing, map, plan, diagram, design, picture or other image, tape, disk or other device or record embodying information in any form.

    Goods: any goods agreed in the Contract to be supplied to the Buyer by the Company (including any part or parts of them).

    In-put Material: all Documents, information and materials provided by the Buyer relating to the Goods or Services including (without limitation), artwork, drawings, data, reports and specifications.

    Insolvency Event: a party suffers an insolvency event when he has a bankruptcy order made against him or makes an arrangement or composition with his creditors, or otherwise takes the benefit of any statutory provision for the time being in force for the relief of insolvent debtors, or (being a body corporate) convenes a meeting of creditors (whether formal or informal), or enters into liquidation (whether voluntary or compulsory) except a solvent voluntary liquidation for the purpose only of reconstruction or amalgamation, or has a receiver and/or manager, administrator or administrative receiver appointed of its undertaking or any part thereof, or documents are filed with the court for the appointment of an administrator of the Buyer or notice of intention to appoint an administrator is given by the Buyer or its directors or by a qualifying floating charge holder (as defined in paragraph 14 of Schedule B1 to the Insolvency Act 1986), or a resolution is passed or a petition presented to any court for the winding-up of the Buyer or for the granting of an administration order in respect of the Buyer, or any proceedings are commenced relating to the insolvency or possible insolvency of the Buyer or suffers or allows any execution, whether legal or equitable, to be levied on his/its property or obtained against him/it, or is unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986 or ceases to trade.

    Intellectual Property Rights: all patents, rights to inventions, utility models, copyright and related rights, trademarks, service marks, trade, business and domain names, rights in trade dress or get-up, rights in goodwill or to sue for passing off, unfair competition rights, rights in designs, rights in computer software, database right, topography rights, moral rights, rights in confidential information (including know-how and trade secrets) and any other intellectual property rights, in each case whether registered or unregistered and including all applications for and renewals or extensions of such rights, and all similar or equivalent rights or forms of protection in any part of the world.

    Pre-existing Materials: all Documents, information and materials provided by the Company relating to the Goods which existed prior to the commencement of the Contract including artwork, drawings, data, reports and specifications.

    VAT: value added tax chargeable under English law for the time being and any similar additional tax.

    1.2 A reference to a law is a reference to it as it is in force for the time being taking account of any amendment, extension, application or re-enactment and includes any subordinate legislation for the time being in force made under it.

    1.3 Words in the singular include the plural, and in the plural include the singular.

    1.4 A reference to one gender includes a reference to the other gender.

    1.5 Condition headings do not affect the interpretation of these conditions.

    2. Application of Conditions

    2.1 Subject to any variation under condition 2.3 the Contract shall be on these conditions to the exclusion of all other terms and conditions (including any terms or conditions which the Buyer purports to apply under any purchase order, confirmation of order, specification or other document).

    2.2 No terms or conditions endorsed on, delivered with or contained in the Buyer's purchase order, confirmation of order, specification or other document shall form part of the Contract simply as a result of such document being referred to in the Contract.

    2.3 These conditions apply to the Company's sales of Banners & Large Format, Roller Banners & Flags and any variation to these conditions and any representations about the Goods shall have no effect unless expressly agreed in writing and signed by a Director of the Company. The Buyer acknowledges that it has not relied on any statement, promise or representation made or given by or on behalf of the Company which is not set out in the Contract. Nothing in this condition shall exclude or limit the Company's liability for fraudulent misrepresentation.

    2.4 Each order or acceptance of a quotation for Goods by the Buyer from the Company shall be deemed to be an offer by the Buyer to buy Goods subject to these Terms and Conditions of Sale conditions.

    2.5 No order placed by the Buyer shall be deemed to be accepted by the Company until a written Order Confirmation document is e-mailed or faxed from the Company to the Buyer.

    2.6 Any quotation is given on the basis that no Contract shall come into existence until the Company despatches an Order Confirmation document to the Buyer. Any quotation is valid for a period of 30 days only from its date, provided that the Company has not previously withdrawn it which will be done in writing (including email) to the Buyer.

    3. Company's Obligations

    3.1 The Company shall use reasonable endeavours to supply the Goods and to deliver the Deliverables to the Buyer, in accordance in all material respects with the Company's Proposal.

    3.2 The Company shall use reasonable endeavours to meet any delivery dates specified in the Company's Proposal, but any such dates shall be estimates only and time shall not be of the essence for delivery of the Goods.

    4. Buyer's Obligations

    4.1 The Buyer shall:

    (a) co-operate with the Company in all matters relating to the Goods; and

    (b) provide to the Company, in a timely manner, a full and concise Purchase Order and/or other information as the Company may require to ensure that the order is accurate in all respects, plus, correct artwork.

    (i) Artwork: The Buyer will provide 'print ready artwork' in accordance with the attached artwork specification supplied from the Company. Where the Buyer or their agent does not do this and delivery is required within 72 hours of the provision of artwork (including notification of FTP address details or equivalent from where the artwork is to be downloaded) then the Company reserves the right to charge the Buyer for Pre-Press time for each artwork piece and for each dimension in which it is required to convert the artwork into 'print ready artwork'. Our standard charge for Pre-Press time is £30 per half hour.

    (ii) Dimensions: The Buyer will specify the height and width, visual size and finished size from outer edge to opposite outer edge of hemmed / pocketed / kedered extra material of printed pieces). The Company will use its best endeavours to achieve those dimensions but it is deemed that the Buyer will accept the dimensions achieved by the Company providing they are within 2% of those dimensions (width(s) and height(s)) specified by the buyer. This tolerance can be reduced for those printed pieces where the Buyer specifies they are to be installed in advised tension systems (such as Universal, Nova, Springflex and Traxx). In these instances the Buyer must always specify the tolerance, which should not be less than 15mm, and this tolerance is accepted in writing by the Company in its Order Confirmation document.

    (iii) Colours: Best colours are achieved when the Buyer provides the Company with a coated pantone number to be achieved for designated areas of block colour. Where the Buyer or their agent does not provide such information then the Buyer is deemed to accept the colours on the print(s) produced by the Company's 'print from file process'.

    (c) Sample or Test Prints: Where the Buyer requires a sample or test print prior to authorising production of their order the Company will provide such prints at a cost of £45 for up to a maximum of 5 square metres of print. (This cost includes delivery of the sample). Such additional charges can be refunded to the Buyer in whole or in part, at the sole discretion of the Company, when the Buyer places their order which were the subject of the buyers request for the sample or test prints.

    (d) Company's Right to use Buyer's Artwork: Unless refused in writing by the buyer at the time of placing their order(s) with the Company then the Company will presume, and be so indemnified by the Buyer, that it has the Buyer's permission, and that of their client, to use any artwork provided to demonstrate the Company's services in its website, brochures and any other promotional products.

    5. Delivery and Acceptance Prior to Installation

    5.1 It is the Buyer's sole responsibility to inspect the goods, at the address specified by the buyer, prior to their installation / display. Inspection should cover – substrate used, colours, print quality, dimensions, perimeter or other finishing, the appearance of the Goods when they are backlit (if that is to be their use).

    If that cannot be done at the Buyer's specified delivery address then arrangements can be made to carry out this inspection at the Company's premises prior to despatch of the Goods. Where the Buyer declines to carry out an inspection prior to installation it will be deemed that the Buyer has accepted the Goods as correct. If, after installation / display of the Goods, the goods are rejected for any reason whether or not such rejection has been caused by the Company's production / delivery process, then all costs to do with takedown / reinstallation / loss of media value / any other claims are the sole responsibility of the Buyer.

    5.2 If for any reason the Buyer fails to accept delivery of any of the Goods when they are ready for delivery, or the Company is unable to or declines to deliver the Goods on time because the Buyer has breached any of its obligations the Company may store the Goods until delivery, whereupon the Buyer shall be liable for all related costs and expenses (including, without limitation, storage and insurance). For the avoidance of doubt any payment due upon delivery shall remain payable notwithstanding non-delivery due to the Buyer's failure to accept delivery.

    5.3 Where specified in the Contract, the Company may deliver the Goods in instalments. Each separate instalment shall be invoiced and paid for in accordance with the provisions of the Contract.

    5.4 Subject to the other provisions of these conditions the Company shall not be liable for any direct, indirect or consequential loss (all three of which terms include, without limitation, pure economic loss, loss of profits, loss of business, depletion of goodwill and similar loss), costs, damages, charges or expenses caused directly or indirectly by any delay in the delivery of the Goods (even if caused by the Company's negligence).

    5.5 If in the Buyer's reasonable opinion the Goods are not in accordance with the Agreement the Buyer must reject them by notice in writing within 5 working days of delivery stating in what respect he believes the Goods are deficient ("Rejection Notice"). Alternatively, the Buyer shall accept them ("Acceptance"). Any delivery sent by the Company to the Buyer via overnight courier should be signed for 'unchecked' or 'damaged'. Failure to do so will prevent the Company from making a claim against the courier and the Company will deem that the goods have been accepted by the Buyer.

    5.6 In the event of a Rejection Notice within 5 days of delivery the Buyer shall return the Goods to the Company and the Company shall repair or replace them at its option and in due course make them available for delivery again. Inspection of the goods by the Company, or its agents, will be permitted to inspect the Goods in-situ if required.

    5.7 If the Buyer shall fail to issue a written Rejection Notice within 5 working days of delivery or if he shall make use of the Goods then Acceptance shall be deemed to have occurred at such time or immediately following the expiry of such period.

    5.8 The Buyer should note that the Company will only issue credit notes against rejected goods on receipt of returned goods to the Company for inspection. Relevant photographic evidence of any rejection will be required prior to any replacement Goods being reprinted to show in detail the alleged problem(s). The Company reserves the right not to reprint Goods prior to having the original Goods returned in such cases where colour; and /or print quality have been highlighted as the reason for the rejection.

    6. Risk/Title

    6.1 The Goods are at the risk of the Buyer from the date and time of delivery.

    6.2 Title to the Goods shall not pass to the Buyer until the Company has received in full (in cash or cleared funds) all sums due to it in respect of:

    (a) the Goods; and

    (b) all other sums which are or which become due to the Company from the Buyer on any account.

    6.3 Until ownership of the Goods has passed to the Buyer, the Buyer shall:

    (a) hold the Goods on a fiduciary basis as the Company's bailee;

    (b) store the Goods (at no cost to the Company) separately from all other goods of the Buyer or any third party in such a way that they remain readily identifiable as the Company's property;

    (c) not destroy, deface or obscure any identifying mark or packaging on or relating to the Goods; and

    (d) maintain the Goods in satisfactory condition and keep them insured on the Company's behalf for their full price against all risks to the reasonable satisfaction of the Company. On request the Buyer shall produce the policy of insurance to the Company.

    6.4 The Buyer may resell the Goods before ownership has passed to it solely on the following conditions:

    (a) any sale shall be effected in the ordinary course of the Buyer's business at full market value; and

    (b) any such sale shall be a sale of the Company's property on the Buyer's own behalf and the Buyer shall deal as principal when making such a sale.

    6.5 The Buyer's right to possession of the Goods shall terminate immediately if:

    (a) the Buyer suffers an Insolvency Event; or

    (b) the Buyer encumbers or in any way charges any of the Goods.

    6.6 The Company shall be entitled to recover payment for the Goods notwithstanding that ownership of any of the Goods has not passed from the Company.

    6.7 The Buyer grants the Company, its agents and employees an irrevocable licence at any time to enter any premises where the Goods are or may be stored in order to inspect them, or, where the Buyer's right to possession has terminated, to recover them.

    6.8 Where the Company is unable to determine whether any Goods are the goods in respect of which the Buyer's right to possession has terminated, the Buyer shall be deemed to have sold all goods of the kind sold by the Company to the Buyer in the order in which they were invoiced to the Buyer.

    6.9 On termination of the Contract, howsoever caused, the Company's (but not the Buyer's) rights contained in this condition 6 shall remain in effect.

    7. Price

    7.1 Unless otherwise agreed by the Company in writing, the price for the Goods shall be the price set out in the Company's Order Confirmation document.

    7.2 The price for the Goods shall be exclusive of any VAT.

    8.Payment

    8.1 Unless otherwise agreed in writing with the Company the price for the goods is due in pounds sterling, upon placing your order via the website, or within 30 days following month end of invoice date, when a credit account is agreed.

    8.2 Time for payment shall be of the essence.

    8.3 No payment shall be deemed to have been received until the Company has received cleared funds.

    8.4 All payments payable to the Company under the Contract shall become due immediately on its termination despite any other provision.

    8.5 The Buyer shall make all payments due under the Contract in full without any deduction whether by way of set-off, counterclaim, discount, abatement or otherwise until the Buyer has a valid court order requiring an amount equal to such deduction to be paid by the Company to the Buyer.

    8.6 If the Buyer fails to pay the Company any sum due pursuant to the Contract, the Buyer shall be liable to pay any 'late payment' fees to The Company. The Company reserves it's stay right to claim any 'late payment' fees and compensation for debt recovery costs under the late payment legislation 2002 if not paid according to agreed credit terms.

    8.7 Without prejudice to any other right or remedy that it may have, if the Buyer fails to pay the Company on the due date, the Company may suspend further production and delivery until payment has been made in full.

    9. Quality

    9.1 Where the Company is not the manufacturer of the Goods, the Company shall endeavour to transfer to the Buyer the benefit of any warranty or guarantee given to the Company.

    9.2 The Company warrants that (subject to the other provisions of these conditions) the goods shall be of satisfactory quality within the meaning of the Sale of Goods Act 1979 and be reasonably fit for use upon the Site or in the location if such details have been advised and accepted by the Company. The warranty issued will vary according to the usage and intended location of the goods, as specified by the Buyer. The Company reserves the right to revoke any warranty where the Buyer, contrary to advice given by the Company, insists on a specification of Goods that is deemed by the Company to be unsuitable for the intended usage and/or location as notified by the Buyer.

    (a) Goods supplied for indoor use will be warranted for a minimum period of 12 months from date of invoice. The Company must be advised of the intended usage by the Buyer at the point of placing a Purchase Order with the Company for this warranty to be effective.

    (b) Goods supplied for outdoor use will be warranted for a minimum period of 12 months from the date of invoice. The Company must be advised of the intended usage by the Buyer at the point of placing a Purchase Order with the Company for this warranty to be effective.

    (c) Any signage Goods which are supplied with a 2-component, water based lacquer finish will be warranted against undue pollution and colour degradation for 5 years from date of invoice.

    9.3 The Company shall not be liable for a breach of any of the warranties in condition 9.2 unless:

    (a) the Buyer gives written notice of the defect to the Company, and, if the defect is as a result of damage in transit by the carrier, within 5 working days of the time when the Buyer discovers or ought to have discovered the defect; and

    (b) the Company is given a reasonable opportunity after receiving the notice of examining such Goods.

    9.4 The Company shall not be liable for a breach of any of the warranties in condition 9.2 if:

    (a) the Buyer makes any further use of such Goods after giving such notice; or

    (b) the defect arises because the Buyer failed to follow the Company's oral or written instructions as to the storage, installation use or maintenance of the Goods or (if there are none) good trade practice; or

    (c) the Buyer alters or repairs such Goods without the written consent of the Company.

    9.5 Subject to condition 9.3 and condition 9.4, if any of the Goods do not conform with any of the warranties in condition 9.2 the Company shall at its option repair or replace such Goods (or the defective part) or refund the price of such Goods at the pro rata Contract rate provided that, if the Company so requests, the Buyer shall, at the Company's expense, return the Goods or the parts of such Goods which are defective to the Company.

    9.6 If the Company complies with condition 9.5 it shall have no further liability for a breach of any of the warranties in condition 9.2 in respect of such Goods.

    10. Intellectual Property Rights

    10.1 As between the Buyer and the Company, all Intellectual Property Rights and all other rights in the Deliverables and the Pre-existing Materials shall be owned by the Company. Subject to condition 10.2, the Company licenses all such rights to the Buyer free of charge and on a non-exclusive, worldwide basis to such extent as is necessary to enable the Buyer to make reasonable use of the Goods and Deliverables. If the Contract terminates, this licence shall automatically terminate.

    10.2 The Buyer acknowledges that, where the Company does not own any Pre-existing Materials, the Buyer's use of rights in Pre-existing Materials is conditional on the Company obtaining a written licence (or sub-licence) from the relevant licensor or licensors on such terms as will entitle the Company to license such rights to the Buyer.

    11. Confidentiality and the Company's Property

    11.1 The Buyer shall keep in strict confidence all technical or commercial know-how, specifications, inventions, processes or initiatives which are of a confidential nature and have been disclosed to the Buyer by the Company, its employees, agents, consultants or subcontractors and any other confidential information concerning the Company's business or its products which the Buyer may obtain.

    11.2 The Buyer may disclose such information:

    (a) to its employees, officers, representatives, advisers, agents or subcontractors who need to know such information for the purposes of carrying out the Buyer's obligations under the Contract; and

    (b) as may be required by law, court order or any governmental or regulatory authority.

    11.3 The Buyer shall ensure that its employees, officers, representatives, advisers, agents or subcontractors to whom it discloses such information comply with this condition 11.

    11.4 The Buyer shall not use any such information for any purpose other than to perform its obligations under the Contract.

    11.5 All materials, equipment and tools, drawings, specifications and data supplied by the Company to the Buyer (including Pre-existing Materials and the Company's Equipment) shall, at all times, be and remain as between the Company and the Buyer the exclusive property of the Company, but shall be held by the Buyer in safe custody at its own risk and maintained and kept in good condition by the Buyer until returned to the Company, and shall not be disposed of or used other than in accordance with the Company's written instructions or authorisation.

    12. Limitation of Liability - The Buyer's Attention Particularly Drawn to this Condition

    12.1 Subject to condition 3 and condition 9, the following provisions set out the entire financial liability of the Company (including any liability for the acts or omissions of its employees, agents and sub-contractors) to the Buyer in respect of:

    (a) any breach of the Contract;

    (b) any use made or resale by the Buyer of any of the Goods, the Deliverables or of any product incorporating any of the Goods; and

    (c) any representation, statement or tortious act or

    omission including negligence arising under or in connection with the Contract.

    12.2 All warranties, conditions and other terms implied by statute or common law (save for the conditions implied by section 12 of the Sale of Goods Act 1979) are, to the fullest extent permitted by law, excluded from the Contract.

    12.3 Nothing in these conditions excludes or limits the liability of the Company:

    (a) for death or personal injury caused by the Company's negligence; or

    (b) under section 2(3), Consumer Protection Act 1987; or

    (c) for any matter which it would be illegal for the Company to exclude or attempt to exclude its liability; or

    (d) for fraud or fraudulent misrepresentation.

    12.4 Subject to condition 12.2 and condition 12.3:

    (a) The Company shall not be liable to the Buyer for loss of profit, loss of business, or depletion of goodwill in each case whether direct, indirect or consequential, or any claims for consequential compensation whatsoever (howsoever caused) which arise out of or in connection with the Contract.

    13. Assignment

    13.1 The Company may assign or sub-contract the Contract or any part of it to any person, firm or company.

    13.2 The Buyer shall not be entitled to assign the Contract or any part of it without the prior written consent of the Company.

    14. Termination

    14.1 Without prejudice to any other rights or remedies which the parties may have, either party may terminate the Contract without liability to the other immediately on giving notice to the other if:

    (a) the other party fails to pay any amount due under the Contract on the due date for payment and remains in default not less than seven days after being notified in writing to make such payment; or

    (b) the other party commits a material breach of any of the terms of the Contract and (if such a breach is remediable) fails to remedy that breach within 30 days of that party being notified in writing of the breach; or

    (c) the other party suffers an Insolvency Event.

    14.2 On termination of the Contract for any reason:

    (a) the Buyer shall immediately pay to the Company all of the Company's outstanding unpaid invoices and interest and, in respect of Goods supplied but for which no invoice has been submitted, the Company may submit an invoice, which shall be payable immediately on receipt;

    (b) the Buyer shall return all of the Goods, Company's Equipment, Pre-existing Materials and Deliverables. If the Buyer fails to do so, then the Company may enter the Buyer's premises and take possession of them. Until they have been returned or repossessed, the Buyer shall be solely responsible for their safe keeping; and

    (c) the accrued rights and liabilities of the parties as at termination and the continuation of any provision expressly stated to survive or implicitly surviving termination, shall not be affected.

    14.3 On termination of the Contract (however arising), the following conditions shall survive and continue in full force and effect:

    (a) condition 10;

    (b) condition 11;

    (c) condition 14; and

    (d) condition 18.

    15. Force Majeure

    The Company shall have no liability to the Buyer under the Contract if it is prevented from, or delayed in performing, its obligations under the Contract or from carrying on its business by acts, events, omissions or accidents beyond its reasonable control, including (without limitation) strikes, lock-outs or other industrial disputes (whether involving the workforce of the Company or any other party), failure of a utility service or transport network, act of God, war, riot, civil commotion, malicious damage, compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of plant or machinery, fire, flood, storm or default of contractors or subcontractors.

    16. General

    16.1 Each right or remedy of the Company under the Contract is without prejudice to any other right or remedy of the Company whether under the Contract or not.

    16.2 If any provision of the Contract is found by any court, tribunal or administrative body of competent jurisdiction to be wholly or partly illegal, invalid, void, voidable, unenforceable or unreasonable it shall to the extent of such illegality, invalidity, voidness, voidability, unenforceability or unreasonableness be deemed severable and the remaining provisions of the Contract and the remainder of such provision shall continue in full force and effect.

    16.3 Failure or delay by the Company in enforcing or partially enforcing any provision of the Contract shall not be construed as a waiver of any of its rights under the Contract.

    16.4 Any waiver by the Company of any breach of, or any default under, any provision of the Contract by the Buyer shall not be deemed a waiver of any subsequent breach or default and shall in no way affect the other terms of the Contract.

    16.5 The parties to the Contract do not intend that any term of the Contract shall be enforceable by virtue of the Contracts (Rights of Third Parties) Act 1999 by any person that is not a party to it.

    17. Communications

    17.1 All communications between the parties about the Contract shall be in writing and delivered by hand or sent by pre-paid first class post or sent by fax or e-mail.

    (a) (in case of communications to the Company) to its registered office or such changed address as shall be notified to the Buyer by the Company; or

    (b) (in the case of the communications to the Buyer) to it's registered office or to any address of the Buyer set out in any document which forms part of the Contract or such other address as shall be notified to the Company by the Buyer.

    17.2 Communications shall be deemed to have been received:

    (a) if sent by pre-paid first class post, two days (excluding Saturdays, Sundays and bank and public holidays) after posting (exclusive of the day of posting); or

    (b) if delivered by hand, on the day of delivery; or

    (c) if sent by fax or e-mail on a working day prior to 4.00 pm, at the time of transmission and otherwise on the next working day.

    18. Governing Law and Jurisdiction

    18.1 The Contract, and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims), shall be governed by, and construed in accordance with, the law of England and Wales.

    18.2 The parties irrevocably agree that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim that arises out of, or in connection with, the Contract or its subject matter or formation (including non-contractual disputes or claims).