Terms And Conditions
1. General – The following terms and conditions of sale apply to all quotations, estimates, contracts and sales made between PDS Hamiltons Ltd (The Seller) and any customer or purchaser (The Buyer) for goods or services supplied or provided by the seller. Subject to the provisions of the Unfair Contract Terms Act 1977 all prices for goods or services are quoted on the basis that contracts entered into will be based on these conditions. Any variation to these conditions must be negotiated by the Buyer prior to the placing of any order. Any terms or conditions of purchase on orders from Buyers will be of no legal effect insofar as they conflict with the Seller’s terms and conditions of sale.
2. Establishment of Contract – Any quotation or estimate given by the Seller is only an invitation to the Buyer to place an order, and no order shall become binding on the Buyer until it has been accepted by the Seller through formal completion of an Order Acknowledgement.
3. Prices – Unless otherwise agreed in writing on the acceptance of order, any price quoted by the Seller or stated on a Buyer’s order will be invoiced at the price ruling at the date of delivery of goods or final provision of product or service. All prices quoted or charged are exclusive of Value Added Tax which will be added at the rate applicable at the date of the invoice or tax point. Unless otherwise stated, all work is undertaken in strict adherence to The Seller’s published design and drafting service. The Seller will charge in excess of prices quoted where any design stage is not followed, is repeated or additional drafts or services are requested by The Buyer.
4. Cancellation of Orders – In the event that The Buyer keeps any project dormant beyond a period of 30 days, they are liable to pay for all work completed as well as for any costs encountered up to, or paid for ahead of, that time. If the Buyer wishes to cancel an order, cancellation must be made in writing and full payment must be made of all work completed as well as an additional fee of 10% of the work scheduled but not yet completed. If a deposit has been made, then any remaining balance after deduction of work completed, meetings held and cancellation charges, will be paid by The Seller within 30 days.
5. Supply of Material – All material supplied by The Buyer is done so at their own risk. It is the buyer’s sole responsibility to make sure inclusion of any material supplied will not be libellous or infringe any copyright, patent, design or personal rights. The seller shall be indemnified by the buyer in respect to claims, costs and expenses resulting from supplied material being included in a design.
6. Alteration of Specification and Products – The Seller reserves the right to change specification or withdraw or add products and services from website and price lists without notification to Buyers unless otherwise agreed in writing on acceptance of order.
7. Payment – Unless otherwise agreed in writing prior to the placement of any order by the Buyer payment for the goods or services supplied shall be made in full at the time of final design proof approval and prior to the commencement of printing. In the case of credit accounts then payment in full should be received no later than the end of the month following the date of invoice. In the case of credit accounts the Seller will notify the Buyer in writing as soon as the payment becomes overdue. The Buyer then has 5 working days in which to settle payment. Payment according to these terms is the essence of the contract and in the event of non-payment by the Buyer according to the terms the Seller reserves the right to withhold further deliveries of goods or performance of services until payment of all monies due to the seller have been received. The Seller further reserves the right to involve third party debt collection facilities in overdue payments.
8. Title – Property in the goods shall not pass to the Buyer until both the purchase price of the goods has been paid in full and payment is made to the Seller of any sum which is at the date of the contract or may thereafter become due from the Buyer to the Seller. Until property in the goods has passed to the Buyer the Buyer will hold the goods or their proceeds of resale in a fiduciary capacity. Although the ownership of the goods remain with the Seller until goods are paid for in full, the Buyer will accept the risk in the goods and will insure them. The Buyer will keep the goods separately identifiable and grants an irrevocable licence to the Seller to enter on to the Buyer’s premises or other site where the goods are stored with agents and vehicles if appropriate to recover the Seller’s property.
9. Credit Accounts – All orders from Buyers who do not hold an approved credit account with the Seller are required to provide payment in full to accompany orders in advance of delivery of goods or provision of services.
The Buyer is able to apply for a credit account by contacting the Seller. The criteria used for approving a credit account is as follows: 1. Sales Order Value – if the individual sales order value is in excess of £2,500 or annual sales order value is in excess of £10,000. 2. Sales/Service Contract – if the Buyer wishes to enter into a long term agreement for supply of goods or services. 3. Credit Worthiness of the Buyer – checks will be made to assess the credit worthiness of the Buyer; this is undertaken with main stream credit reference agencies. 4. Review of Credit Requirement – it is the normal practice of the Seller to offer a maximum credit period of payment in full not longer than the end of the month following the date of invoicing.
10. Copyright Entitlement – Copyright for all designs, including drafts, remain with the seller until paid for in full. The buyer’s claim of copyright extends only to the product purchased, and does not include any rights to constituent pictures or graphics or rights to constituent electronic files or drafts. The seller reserves the right to refuse any request for constituent files, pictures or graphics to be supplied and maintains the right to reuse and resell pictures and graphics within a design without restriction, as long as their use will not infringe the buyer’s copyright. The seller accepts no liability for the unknowing replication of existing designs. If a design is found to infringe another’s copyright, the seller’s responsibility is limited to the alteration and resupply of the design only and does not include responsibility for the reprinting, resupply or alteration of printed materials, nor for any other related costs.
11. Force Majeure – In the event of the Seller being unable to perform all or any of the contracts due to force majeure, the Seller shall be excused performance subject to the Seller undertaking to take all action to mitigate or remove the reasons for non-performance and to resume performance of the contract as soon as such reasons are removed. Force majeure includes Acts of god, strikes, lock outs, industrial action, fire accident, earthquakes, storms, floods, explosion, war or any circumstance beyond the reasonable control of the Seller.
12. Defective Goods – Within 2 weeks of the date of purchase the Seller will replace free of charge any goods which are defective subject to the Buyer notifying the Seller in writing within 7 working days of discovering the defect and subject to the goods not having been incorrectly stored. The Seller shall not be liable for any consequential costs incurred by the Buyer as a result of any defective goods or service. The Seller’s liability in respect of defective goods is strictly limited to the replacement of the goods or reimbursement of the original value of the goods subject to the aforementioned conditions.
13. Right to Subcontract – The Seller reserves the right to Subcontract any part or the entire contract.
14. Termination – The Seller reserves the right to terminate the contract in the event of the Buyer failing to pay sums due to the Seller or if the Buyer breaches any terms of the contract or if the buyer suffers distress or execution, commits an act of bankruptcy or is unable to pay its debts within the meaning of Section 123 of the Insolvency Act 1986.
15. Law – These conditions and any contract between the Seller and the Buyer shall be governed by the laws of England and the Buyer agrees to submit to the exclusive jurisdiction of the English Courts.
DESIGN AND PRINT TERMS
20. Design Proof Approval – All work must be approved by the buyer, or a chosen representative, prior to print. A signature, written authorisations on paper or electronically will constitute approval. Approving work shown in any format other than a printed proof supplied by the Seller is done so completely at the Buyers own risk and the Seller accepts no responsibility for any variation between electronic/self-printed copies and supplied material. The seller accepts no responsibility or liability for mistakes, omissions or imperfections in an approved design being replicated, nor for the repercussions thereof. In the event that supplied material varies distinctly from a final proof, the Buyer must demonstrate that supplied material is unfit for purpose prior to making any claim. In the event of a claim against the Seller, liability shall be strictly limited to the replacement of goods supplied.
21. Printing Colour – All colours may vary from print run to print run and/or from job to job or from front to back. The Seller will reproduce colour from digital files as closely as possible, but may not exactly match colour and density due to limitations in the proofing and printing process, as well as neighbouring image ink requirements. A reasonable variation in colour between original materials, proofs and the completed order will be considered acceptable print quality.
The seller shall not be liable to reprint or otherwise compensate the client for a commercially acceptable variation in colour when comparing the proof to the final product. Acceptable variations may be up to 10% of selected pantone or CMYK colour values.
22. Delivery and Carriage – Any indication by the Seller on a quotation or otherwise of a time for delivery is not guaranteed and no liability will be accepted for late delivery. Unless otherwise stated on a quotation or acceptance of order, carriage will not be charged in addition to the prices quoted. Insurance during carriage shall be effected as agreed between Buyer and seller but in the absence of any agreement insurance shall be the responsibility of the Buyer.
23. Returns and Queries – All queries on invoices must be communicated to the Seller within 7 days of the date of the invoice. In the event of the goods being subject to damage or shortage the Buyer shall give notice to the Seller within 3 days of the receipt of the delivery advice from either the Seller or the Carrier. All goods must be returned within 10 days, in the original packaging.