Standard Terms and Conditions of Sale
Tate Business Group Limited
INTERPRETATION
1.1 The definitions and rules of interpretation in this condition apply in these conditions.
Buyer: the person, firm or company who purchases the Goods and/ or the Services from the Company.
Company: Tate Business Group Limited (Company Number 2215481) whose registered office is at Tate House, 29 Verey Road, Woodside Estate, Dunstable, Bedfordshire LU5 4TT.
Contract: any contract between the Company and the Buyer for the sale and purchase of the Goods and/ or the Services, incorporating these conditions.
Delivery Point: the place where delivery of the Goods is to take place under condition 5.
Goods: any goods agreed in the Contract to be supplied to the Buyer by the Company (including any part or parts of them). For the avoidance of doubt, this includes any Printed Material.
Printed Material: any bespoke printed material agreed in the Contract to be supplied to the Buyer by the Company.
Services: any services agreed in the Contract to be supplied to the Buyer by the Company.
1.2 A reference to a particular 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 TERMS
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 all the Company´s sales and any variation to these conditions and any representations about the Goods and/ or the Services 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 and/ or Services by the Buyer from the Company shall be deemed to be an offer by the Buyer to buy Goods and/ or Services subject to these conditions.
2.5 No order placed by the Buyer shall be deemed to be accepted by the Company until the earlier of a written acknowledgement of order being issued by the Company or a verbal confirmation of the order being given by the Company or delivery of the Goods and/ or the supply of the Services by the Company to the Buyer.
2.6 The Buyer shall ensure that the terms of its order and any applicable specification are complete and accurate.
2.7 Any quotation is given on the basis that no Contract shall come into existence until the Company despatches an acknowledgement of order 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.
3. DESCRIPTION
3.1 The quantity and description of the Goods shall be confirmed by the Company to the Buyer orally or in writing.
3.2 The duration and description of the Services shall be confirmed by the Company to the Buyer orally or in writing.
3.3 All samples, drawings, descriptive matter, specifications and advertising issued by the Company and any descriptions or illustrations contained in the Company´s catalogues or brochures are issued or published for the sole purpose of giving an approximate idea of the Goods and Services described in them. They shall not form part of the Contract and this is not a sale by sample.
4. PRINTED MATERIAL
4.1 The Company may submit to the Buyer proofs relating to the Printed Material for approval.
4.2 Within 14 days of submitting the proofs to the Buyer, the Buyer must provide written notice to the Company either approving the proofs or specifying the reasons why the proofs have not been approved (“Proofs Notice”). In the event that the Buyer does not provide notice within 14 days, it will be deemed that the Buyer has approved the proofs.
4.3 In the event that the Buyer specifies that the proofs are not approved, the Company will amend the proofs in accordance with the Proofs Notice.
4.4 If the Buyer approves the proofs the Company shall not be liable to the Buyer 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 as a result of any errors in the Printed Material.
4.5 The Company may reject any plates or materials supplied by the Buyer if in the Company’s reasonable opinion the plates or materials are not suitable for use in respect of printing the Printed Material.
4.6 The Buyer shall ensure that it supplies a sufficient quantity of plates and any other materials required by the Company for printing the Printed Material.
4.7 The Buyer shall indemnify the Company from and against all claims, proceedings, damages, costs and/ or expenses suffered or incurred by the Company as a result of printing any libellous matter or infringing any intellectual property rights as a result of printing the Printed Matter.
5. DELIVERY OF GOODS
5.1 Any dates specified by the Company for delivery of the Goods are intended to be an estimate and time for delivery shall not be made of the essence by notice. If no dates are so specified, delivery shall be within a reasonable time.
5.2 Subject to the other provisions of these conditions the Company shall not be liable to the Buyer 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), nor shall any delay entitle the Buyer to terminate or rescind the Contract unless such delay exceeds 180 days.
5.3 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 deliver the Goods on time because the Buyer has not provided appropriate instructions, documents, licences or authorisations:
(a)risk in the Goods shall pass to the Buyer (including for loss or damage caused by the Company´s negligence);
(b)the Goods shall be deemed to have been delivered; and
(c)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).
5.4 The Buyer shall provide at the Delivery Point and at its expense adequate and appropriate equipment and manual labour for loading the Goods.
5.5 If the Company delivers to the Buyer a quantity of Goods of up to 5% more or less than the quantity accepted by the Company, the Buyer shall not be entitled to object to or reject the Goods or any of them by reason of the surplus or shortfall and shall pay for such goods at the pro rata Contract rate.
5.6 The Company may deliver the Goods by separate instalments. Each separate instalment shall be invoiced and paid for in accordance with the provisions of the Contract.
5.7 Each instalment shall be a separate Contract and no cancellation or termination of any one Contract relating to an instalment shall entitle the Buyer to repudiate or cancel any other Contract or instalment.
6. NON-DELIVERY OF GOODS
6.1 The quantity of any consignment of Goods as recorded by the Company upon despatch from the Company´s place of business shall be conclusive evidence of the quantity received by the Buyer on delivery unless the Buyer can provide conclusive evidence proving the contrary.
6.2 The Company shall not be liable for any non-delivery of Goods (even if caused by the Company´s negligence) unless the Buyer gives written notice to the Company of the non-delivery within 28 days of the date when the Goods would in the ordinary course of events have been received.
6.3 Any liability of the Company for non-delivery of the Goods shall be limited to replacing the Goods within a reasonable time or issuing a credit note at the pro rata Contract rate against any invoice raised for such Goods.
7. RISK/TITLE OF GOODS
7.1 The Goods are at the risk of the Buyer from the time of delivery.
7.2 Ownership of 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.
7.3 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.
7.4 The Buyer´s right to possession of the Goods shall terminate immediately if:
(a)the Buyer 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
(b)the Buyer suffers or allows any execution, whether legal or equitable, to be levied on his/its property or obtained against him/it, or fails to observe or perform any of his/its obligations under the Contract or any other contract between the Company and the Buyer, or is unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986 or the Buyer ceases to trade; or
(c)the Buyer encumbers or in any way charges any of the Goods.
7.5 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.
7.6 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.
7.7 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.
7.8 On termination of the Contract, howsoever caused, the Company´s (but not the Buyer´s) rights contained in this condition 7 shall remain in effect.
8. PRICE
8.1 The price of the Goods and/ or the Services shall be confirmed by the Company to the Buyer orally or in writing.
8.2 The price for the Goods and/ or the Services shall be exclusive of any value added tax and all costs or charges in relation to packaging, loading, unloading, carriage and insurance, all of which amounts the Buyer shall pay in addition when it is due to pay for the Goods and/ or the Services.
9. PAYMENT
9.1 Subject to condition 9.4, payment of the price for the Goods and/ or the Services is due in pounds sterling within 30 days of the date of the invoice.
9.2 Time for payment shall be of the essence.
9.3 No payment shall be deemed to have been received until the Company has received cleared funds.
9.4 All payments payable to the Company under the Contract shall become due immediately on its termination despite any other provision.
9.5 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 unless the Buyer has a valid court order requiring an amount equal to such deduction to be paid by the Company to the Buyer.
9.6 If the Buyer fails to pay the Company any sum due pursuant to the Contract, the Buyer shall be liable to pay interest to the Company on such sum from the due date for payment at the annual rate of 2% above the base lending rate from time to time of Barclays Bank plc, accruing on a daily basis until payment is made, whether before or after any judgment. The Company reserves the right to claim interest under the Late Payment of Commercial Debts (Interest) Act 1998.
10. QUALITY
10.1 The Company warrants that (subject to the other provisions of these conditions) upon delivery the Goods shall be of satisfactory quality within the meaning of the Sale of Goods Act 1979.
10.2 The Company shall not be liable for a breach of the warranty in condition 10.1 unless:
(a)the Buyer gives written notice of the defect to the Company within 28 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 and the Buyer (if asked to do so by the Company) returns such Goods to the Company's place of business at the Company’s cost for the examination to take place there.
10.3 The Company shall not be liable for a breach of the warranty in condition 10.1 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, commissioning, 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.
10.4 Subject to condition 10.2 and condition 10.3, if any of the Goods do not conform with the warranty in condition 10.1 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 part of such Goods which is defective to the Company.
10.5 If the Company complies with condition 10.4 it shall have no further liability for a breach of the warranty in condition 10.1 in respect of such Goods.
10.6 The Company warrants that the Services shall be undertaken with reasonable care and skill within the meaning of the Supply of Goods and Services Act 1982.
10.7 The Company shall not be liable for a breach of condition 10.6 unless the Buyer gives written notice of the defect to the Company within 14 working days of the time when the Buyer discovers or ought to have discovered the defect.
11. LIMITATION OF LIABILITY
11.1 Subject to condition 4, condition 5, condition 6 and condition 10, 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 these conditions;
(b)any use made or resale by the Buyer of any of the Goods, or of any product incorporating any of the Goods;
(c)any use made by the Buyer of any of the Services; and
(d)any representation, statement or tortious act or omission including negligence arising under or in connection with the Contract.
11.2 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 and Section 2 of the Supply of Goods and Services Act 1982) are, to the fullest extent permitted by law, excluded from the Contract.
11.3 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.
11.4 Subject to condition 11.2 and condition 11.3:
(a)the Company´s total liability in contract, tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise, arising in connection with the performance or contemplated performance of the Contract shall be limited to the Contract price; and
(b)the Company shall not be liable to the Buyer for any pure economic loss, loss of profit, loss of business, depletion of goodwill or otherwise, 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.
12. ASSIGNMENT
12.1 The Company may assign the Contract or any part of it to any person, firm or company.
12.2 The Buyer shall not be entitled to assign the Contract or any part of it without the prior written consent of the Company.
13. TERMINATION
13.1 The Company may forthwith terminate the Contract by written notice to the Buyer if the Buyer:
(a)commits any material breach of the Contract and fails to remedy such breach within 30 days after receiving written notice identifying the breach and requiring remedy; or
(b)becomes bankrupt or compounds or makes any arrangement with or for the benefit of its creditors or (being a company) enters into compulsory or voluntary liquidation or amalgamation (other than for the purpose of a bone fide reconstruction or amalgamation without insolvency) or has a receiver or manager appointed of the whole or substantially the whole of its undertakings or if the Buyer is unable to pay its debts.
13.2In the event of termination of the Contract:
(a)all outstanding sums due under the Contract to the Company will become due immediately on its termination;
(b)the Company’s obligations under the Contract shall cease upon the date of termination; and
(c)termination of the Contract will be without prejudice to any accrued rights or obligations of the Company.
14. GENERAL
14.1 No waiver of any breach of the Buyer's obligations under the Contract shall represent a waiver of the Company's rights under the Contract or of any subsequent breach.
14.2 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:
(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 the registered office of the addressee (if it is a company) or (in any other case) 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.
14.3 If any provision of the Contract is held to be void or unenforceable in whole or in part, the Contract shall continue to be valid as to the other provisions thereof and the remainder of the affected provision.
14.4 None of the provisions of the Contract are intended to or will operate to confer any benefit pursuant to the Contracts (Rights of Third Parties) Act 1999 on a person who is not named as a party to the Contract.
14.5 The Company shall not be liable for any failure or delay in the performance of the Contract which is caused by circumstances beyond the reasonable control of the Company including without limitation any labour disputes between the Company and its employees and default of suppliers or sub-contractors (“Force Majeure”), provided that the Company uses reasonable endeavours (but without an obligation to incur cost) to minimise the period of disruption caused by the Force Majeure.
14.6 The Contract contains the whole agreement between the parties in respect of subject matter of the Contract and supersedes any prior written or oral agreement between them relating to it and the parties confirm that they have not entered into the Contract on the basis of any representations that are not expressly incorporated in the Contract. Nothing in the Contract shall, however, operate to limit or exclude any liability for fraud.
15. GOVERNING LAW AND JURISDICTION
The contract shall be governed by and construed in accordance with English law and the parties herby submit to the exclusive jurisdiction of the English courts.