Allan Lyman

CONDITIONS OF SUPPLY

 

1. Definitions

In these Conditions:

“Customer” means the party with whom the Company contracts;

“Contract” means the contract made between the Company and the Customer for supply of the Goods and/or Services which

is subject to these Conditions;

“Goods” means all or any of the goods works and materials to be supplied by the Company;

“Services” means any services to be performed by the Company or any facilities and/or resources made available by the

Company to the Customer;

“Hosting Services “ means allowing the independent use by the customer of available storage space on the Company’s

computers, for the purposes of (but not limited to) storing his information or creating and/or maintaining an on-line presence

(including but not limited to a world wide website).

“Act of Insolvency” means any one or more of the following namely the passing of a resolution or the presentation of a petition

for winding-up, bankruptcy or for the appointment of an administrator, the appointment of a receiver and/or manager or

administrative receiver over the whole or any part of the Customer’s undertaking and assets, the making of a proposal for a

voluntary arrangement within the Insolvency Act 1986 or of a proposal for any other composition scheme or arrangement with

or the calling by the Customer of any meeting of its creditors generally, the levying of execution or distress or diligence on any of

its assets, the failure to pay its proper debts as and when due and anything analogous to any of the foregoing under the law of

the jurisdiction where the Customer is established.

 

2. Basis of contract

2.1 Any quotation shall remain open for a maximum period of 30 days from its date. Where Goods are quoted for supply from

stock they are quoted subject to being unsold when the Customer’s order is accepted.

2.2 These Conditions shall form the terms and conditions of the Contract and shall apply to the exclusion of any terms or

conditions whether put forward by or on behalf of the Customer in or on its order or otherwise or whether implied by law

(insofar as the exclusion of the same is lawful).

2.3 The placing by the Customer of any order shall constitute an offer by the Customer. No contract shall come into existence

unless the Company accepts the Customer’s order in writing. Any order placed by the Customer with any of the

Company’s salesmen or other employees or representatives shall be subject to written acceptance by the Company.

2.4 No alteration to these Conditions shall be effective unless expressly agreed to in writing by a director of the Company.

 

3. Information, samples and materials supplied

3.1 The Customer shall be responsible to the Company for ensuring the accuracy, clarity, legibility and sufficiency of its order

(including of any applicable specification and/or sample). The Company shall be entitled to charge the Customer for all

costs (and a reasonable element of profit) incurred by it where;

3.1.1 variations to goods and/or services are requested by the Customer and accepted by the Company (including

but not limited to when style, type or layout is left to the Company’s judgment and the Customer wishes to make

changes there from);

3.1.2 Additional work is caused by or in connection with an unclear or illegible copy supplied by the Customer or when

such copy differs from that supplied at time of quotation.

3.2 Where samples are to be supplied or proofs submitted by the Company, the Customer shall as soon as reasonably

practicable after receipt of the same notify the Company that the samples or proofs are in all respects satisfactory or of

any respect in which the samples or proofs are not satisfactory. In default of such notification the Company shall be

entitled but not bound to proceed in the manufacture of the remainder of the Contract.

3.3 The Company may reject any materials of whatever nature supplied or specified by the Customer for use in the contract

which appear to the Company to be unsuitable. The Customer shall indemnify the Company for any costs and/or

expenses incurred by the Company as a result of or in connection with the use of such materials.

3.4 Where Customer supplies any materials, the quantities supplied shall be adequate to cover normal spoilage.

3.5 Any materials owned and/or used by the Company in the production shall remain the Company’s exclusive property

unless specifically agreed and/or otherwise indicated.

3.6 Except in the case of a Customer who is not contracting in the course of a business nor holding himself out as doing so,

Customer’s property and all property supplied to the Company by or on behalf of the Customer shall while it is in the

possession of the Company or in transit to or from the Customer be deemed to be at the Customer’s risk unless otherwise

agreed and the Customer should insure accordingly.

3.7 Type may be distributed and lithographic, copper engraving, photogravure or any other work effected immediately after

the Customer’s order is executed unless otherwise agreed in writing. In the latter event the Company may charge the

Customer its reasonable costs for storing the same.

3.8 The Company shall be entitled to make a reasonable charge for the storage of any Customer’s property left with the

Company before receipt of the order.

 

4. Delivery

4.1 Whilst the Company will endeavour to deliver the Goods and/or perform the Services by the time quoted, any time

quoted by the Company for delivery of all or any of the Goods and/or performance of all or any of the Services is an

estimate only and time shall not be of the essence. The Company shall not be liable for any failure to meet any such

estimate, nor for any loss, of whatsoever nature resulting directly or indirectly there from.

4.2 The Company reserves the right to deliver all or any of the Goods and/or the Services in advance of the estimated date.

4.3 In the absence of agreement to the contrary delivery of the Goods shall be made by the Customer collecting the Goods

at the Company’s premises as soon as practicable following notification from the Company that the Goods are ready for

collection or, if some other place for delivery is agreed by the Company, by the Company delivering the Goods to that

place.

4.4 The Company reserves the right to deliver by installments and each delivery shall constitute a separate contract to which

these Conditions shall apply. Failure by the Company to deliver any one or more of the installments or any claim by the

Customer in respect of any one or more installments shall not entitle the Customer to treat the Contract as a whole as

repudiated.

4.5 The Company reserves the right to deliver up to 5 per cent more or less than the quantity ordered and the Company shall

charge for the Goods in accordance with the quantity actually delivered.

4.6 If the Customer fails to take delivery of or collect the Goods or fails to give the Company adequate delivery instructions

after notification by the Company that the Goods are ready the Company may (without prejudice to its other rights and

remedies)

4.6.1 store the Goods (on its own or any third party’s premises) and charge the Customer for its reasonable costs

(including without limitation VAT costs of storage, carriage and insurance); and/or

4.6.2 sell the Goods at any time and after deducting all costs and expenses account to the Customer for any excess

over the price already paid under the Contract or charge the Customer for any shortfall between the Contract

price and such costs and expenses.

4.7 4.7.1 Notification of short delivery (measured by weight or number) or damage in transit must be made in writing to

the Company within 5 working days of the receipt of the Goods.

4.7.2 Notification of non-delivery must be made in writing to the Company within 14 days after the date of the

Company’s invoice.

4.7.3 Any claim in respect of the circumstances covered in conditions 4.7.1 and 4.7.2 must be made in writing to the

Company.

4.7.3.1 Within 14 days of receipt of the goods for claims under Condition 4.7.1

4.7.3.2 Within 28 days after the date of the Company’s invoice for claims under Condition 4.7.2.

4.7.4 The Company shall at its option either make good the whole or part of the price (and where relevant, as a

deduction from any part of the price remaining unpaid) or by repair or replacement any such non-delivery short

delivery delay or damage notified as aforesaid and save as provided in this Condition 4.7.4 shall not be liable for

any such non-delivery short delivery or damage in transit nor for any loss, financial or otherwise resulting directly or

indirectly there from. In no event shall the Company be liable to the Customer in connection with any damage

or loss in transit where delivery takes place at the Company’s premises.

4.8 All returnable containers and packing materials will be charged for, but credit will be given if these are returned in

condition satisfactory to the Company to the Company’s works carriage paid within thirty days following delivery of the

relevant Goods.

 

5. Description

All descriptive and technical specifications, drawings, catalogues, illustrations and particulars of weight and dimensions supplied

by the Company are approximate only and the Company reserves the right without notice to the Customer to make alterations

thereto and to supply the Goods so altered in performance of the Contract provided that such alterations do not materially

affect the characteristics of the Goods.

 

6. Cancellation and Suspension

6.1 Following acceptance by the Company of the Customer’s order, no cancellation and/or suspension, either in whole or

in part, may be made by the Customer other than with the prior written consent of a director of the Company and upon

terms that the Customer shall indemnify the Company in full against all loss (including without limitation loss of profit),

increased production costs, damages, costs expenses and other liabilities awarded against or incurred by the Company

as a result of or in connection with the cancellation and/or suspension.

6.2 Should work be suspended at the request of or delayed through any default of the Customer for a period of 30 days or

more the Company shall then be entitled to payment for work already carried out, and to payment of all items covered

by the indemnity under the condition 6.1, as incurred up to the date of the payment demand.

 

7. Price

7.1 Subject to prior written agreement to the contrary, the Company shall be entitled to invoice the Customer for the price

of the Goods or Services on or at any time after the Company has notified the Customer that the Goods are ready for

collection or that the Services are ready to be supplied, or the Company has tendered delivery of the Goods or supplied

the Services.

7.2 Any price quoted by the Company is based upon costs current as at the date of quotation. The price charged to the

Customer under the Contract may be changed to take account of costs current at the date of invoice.

7.3 Unless otherwise expressly stated in writing, all prices are exclusive of VAT which shall be charged where appropriate at

the rate prevailing at the relevant tax point.

7.4 The Customer shall make payment in full within 30 days of the date of the relevant invoice unless otherwise agreed

notwithstanding that the delivery may not have taken place and the property in the Goods may not have passed to the

Customer. Interest at the annual rate of 3% over the base rate of the Bank of England will be charged at the rate

prevailing on the due date on all monies outstanding after the due date until the actual date of payment (both before

and after judgment), and any cash discount will not be allowed to the Customer.

7.5 Where payment is agreed to be made by installments, any delay or default by the Customer in making payment in

respect of any one instalment shall render all the remaining installments due forthwith, and interest will be charged in

accordance with condition 7.4 with immediate effect until the date of actual payment.

7.6 The Company may appropriate any payment made by the Customer to such of the Goods or Services (or the goods or

services supplied under any other contract between the Company and the Customer) as the Company may think fit

(notwithstanding any purported appropriation by the Customer).

 

8. Risk and title

8.1 Risk in the Goods shall pass to the Customer immediately on delivery to the Customer or into custody on the Customer’s

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