2 No variation of a term of the Conditions or any special conditions agreed by the Seller and the Buyer in writing (unless specifically authorised by these Conditions) shall bind either party unless such variation is made in writing signed by the party to be bound.

3 Any date or period set out herein for the delivery of the goods or any part of them shall not be of the essence of the contract. Further if the Seller is prevented from delivering any goods at the time provided for delivery by reason of any cause outside the reasonable control of the Seller including but not as to limit the generality of this Condition fire, explosion, delay in supplies, plant breakdown, interference by labour strikes or lock-outs or non-availability of transport or materials then the date or period for delivery shall be extended by the duration of the occurrence. Provided always that if in any case the delaying factor or factors shall have operated for twelve weeks or more and shall still be operating the Buyer may give written notice to the Seller to terminate the contract in respect of those goods which still remain to be delivered under the contract.

4 If the contract provides for delivery by instalments each delivery shall be deemed to be the subject of a separate contract to which the Conditions shall apply but so that this condition shall in no way affect the Seller’s right to suspend or terminate the whole contract. Notwithstanding that the first of any subsequent instalment be delayed in delivery or be the subject of a complaint, it shall not entitle the Buyer to reject any following deliveries.

5 If the Buyer shall fail to require delivery of the goods when delivery falls due the Seller shall be considered to have tendered and the Buyer to have refused to accept such delivery if no date for delivery is stated deliveries shall be taken at a reasonable rate and spread over a period not exceeding three months from the date the contract is made.

6 The Seller shall be deemed to have fulfilled the contract by delivery of a quantity which is within a margin of 10% more or less than the quantity specified in the Seller’s acknowledgement of order herein and the Buyer shall pay at the contract rate for the actual quantity delivered.

7 All quotations are made and orders accepted on the basis that delivery is subject to the continued availability of the appropriate raw materials and subject also to normal manufacturing tolerances as to width length and print registration.

8 The Seller reserves the right to alter the contract price in respect of the goods by reference to the price ruling at the date of despatch of the goods if any variations in the cost of materials or labour or any other factor affecting the cost of production or delivery shall in the absolute opinion of the Seller make such alteration necessary.

9 All goods supplied shall be paid for within 30 days from the end of the calendar month in which they are invoiced by the Seller. If any discount is offered by the Seller then the same shall be deductible only if the goods are paid for within the said period of 30 days and on no account shall discount be deductible from Value Added Tax.

10 Non-compliance with the Seller’s terms of payment shall constitute default without reminder. In case of default the Seller may charge interest at the rate of 4% per annum above Barclays Bank base rate from time t time from the date upon which the payment falls due. In the event that the Buyer shall fail to fulfil the terms of payment quoted in respect of any invoice the Seller may in its sole discretion demand payment of all outstanding balances whether due or not and/or cancel all outstanding orders and/or decline to make further deliveries except upon the receipt of cash or satisfactory security. The Buyer shall not be entitled to withhold or set off payment for goods delivered by virtue of any debt or claim against the Seller.

11 Warranties and Claims
(a) The Buyer should satisfy himself by testing samples or otherwise of the fitness for his purpose of all goods ordered and will be deemed and conclusively presumed to have done so. If goods delivered differ materially from their description or from samples supplied or are by reason of faulty material, workmanship or packing by the Seller are of unsatisfactory quality than the Seller undertakes to replace such goods or (at the option of the Seller) to refund the purchase price or a fair proportion thereof. This undertaking by the Seller is subject to and conditional upon the following provisions:
(i) Claims in respect of faults readily discernible on a reasonable examination of the goods shall be made as soon as such faults are reasonably capable of discovery but in any event within three months of the delivery of the goods.
(ii) Claims in respect of other faults including faults not discernible until the goods have been processed taken into use or otherwise dealt with shall be made as soon as the fault is reasonably discernible but in any event within six months of the delivery of the goods to the Buyer.
(iii) All claims must be made in writing.
(iv) The Buyer must afford to the Seller the opportunity to examine any goods which are the subject of a claim before the goods have been further processed, used or otherwise dealt with.
(v) The Seller will not be liable for any damage to or deterioration of the goods which may occur after delivery whether the same may occur due to unsuitable storage conditions or to abuse or to the application of any process or treatment of an unsuitable or improper nature or to any other cause whatsoever.
(vi) Goods in respect of which any claim is made under this Condition shall be returned to the Seller carriage paid for inspection or (if return is not practicable) alternatively the Seller will inspect the goods or procure the same to be inspected in situ. In the event that the Buyer’s claim shall not be upheld then the Seller reserves the right to charge the Buyer for all or part of the labour travelling carriage and other dues involved.
(b) Subject to Condition 20, the undertaking of the Seller to make a replacement or refund shall be the absolute limit of the Seller’s liability to the Buyer in respect of any such claim. The undertaking is in substitution for any condition or warranty (except as to title) implied by statute, common law or otherwise in respect of the goods.

12 Whilst the Seller warrants that any survey advice representation or forecast given on the part of the Seller from anything said or written in discussions or negotiations between the Seller and the Buyer or their respective agents prior to the making of the contract is given in good faith and after due consideration of the facts before the Seller, the Seller shall be under no legal liability whether in contract, negligence or howsoever in respect thereof to the Buyer or any other person except to the extent to which there is a breach of this warranty.

13 No claims for short delivery of goods can be entertained unless either (where this is possible) a receipt is given to the carrier detailing the shortage at the time of delivery or alternatively notification of the shortage is made to the Seller within seven days from the delivery of the goods by the carrier.

14 The copyright in any design produced for the Buyer by the Seller shall belong to the Seller unless expressly agreed in writing to the contrary. Where goods are ordered in accordance with the designs, drawings, specifications or samples furnished by the Buyer, the Buyer shall indemnify the Seller against all liability or alleged liability in respect of any infringement of patents registered designs, trade marks, trade names, copyright, unregistered designs or other rights of third parties arising out of the manufacture sale or use of such goods and against all claims, demands, proceedings, damages, costs and expenses arising in respect of such liability or alleged liability.

15 The Buyer shall not be entitled to cancel the contract or any part thereof without lawful cause except on such terms as to compensation for the Seller (including loss of profit) as the Seller may have prior to such cancellation agreed in writing. The Seller is not bound to agree to any such cancellation and may complete the contract notwithstanding any such purported cancellation by the Buyer.

16 (a) Risk of loss of or damage to the goods shall pass to the Buyer:
(i) if the goods are to be transported on the Seller’s own vehicle when the goods are delivered to the Buyer or his agent or in accordance with his instructions.
(ii) if the goods are to be transported by rail when the goods are accepted by the relevant rail company.
(iii) in all other cases where delivery instructions have been given when the goods are loaded on to a vehicle for despatch from the Seller’s premises.
(iv) Where no delivery instructions are given by the Buyer the risk shall pass at the expiration of four days (excluding Saturdays, Sundays and Public Holidays) after the date on which the Seller posts a notice to the Buyer that the goods are ready for collection or despatch.
(b) In respect of exports the transfer of risk shall be in accordance with the terms of the sale specified on the face of this contract. Where the Goods are sold f.o.b. or c.i.f. the risk in the goods shall remain with the Seller until the goods cross the ship’s rail.
(c) After the risk has passed the Seller shall not be responsible for loss or damage to the goods howsoever arising.
(d) In the event that the Buyer, having been given notice that the goods are ready for collection fails to collect the goods within 4 days of such notice the Seller shall have the right to claim from the Buyer all reasonable costs of storage of the goods until such time as they are collected.

17 (a) The Seller shall pay the cost of carriage and packing on all orders for goods to the nett value of over £250 which are to be delivered in the United Kingdom except where any order or part of any order is despatched on the specific instructions of the Buyer in a particular manner and in which case the Buyer will pay the costs of the carriage and/or packing as the case may be.
(b) Except as mentioned in paragraph (a) above all prices stated or referred to in the Seller’s quotation or in the Seller’s acknowledgement of order do not include any carriage or packing charges which shall be paid for by the Buyer.

18 (a) Until payment in cleared funds by the Buyer in full of all amounts payable by the Buyer to the Seller in respect of the goods or any other goods collected or delivered:
(i) The property and title in the goods shall remain in the Seller;
(ii) The Buyer shall hold the goods as bailee for the Seller and shall so store separately from all other goods so that they shall at all times be identifiable as goods of the Seller;
(iii) The Buyer shall insure the goods against all normal commercial risks to their full replacement value with an insurance company of repute.
(b) Until such time as the property and title in the goods passes to the Buyer the Buyer shall be entitled to sell the goods in the ordinary course of its business provided that the Buyer shall hold the proceeds of sale or of any insurance claim following loss of the goods on trust for the Seller in a separate bank account.
(c) If the Buyer fails to make any payment to the Seller when due or becomes insolvent or bankrupt or goes into liquidation or makes any arrangements with its creditors or has an administrative receiver appointed over any of its property or undertaking then the power of sale given to the Buyer under paragraph (b) above shall automatically cease and the Seller or its agents shall be thereupon entitled to enter with all necessary and appropriate transport upon the Seller’s premises and/or other location where the goods may reasonably be thought to be stored and recover and re-sell the goods.
(d) The Buyer shall be deemed not to have paid the Seller for the Goods in the possession of the Buyer at any time unless the Buyer can prove that payment in cleared funds has been received by the Seller.

19 If the Buyer:
(a) make default in or commits any breach of its obligations to the seller hereunder or
(b) is involved in any legal proceedings in which in the opinion of the Seller its solvency is in question or
(c) is a company and any meeting is convened or resolution is passed or petition is presented (otherwise than for reconstruction or amalgamation) to wind it up or a receiver or an administrative receiver is appointed or
(d) ceases or threatens to cease to trade
then in any such case the Seller shall immediately become entitled (without prejudice to its other claims and rights under the contract) to suspend further performance of the contract for such time not exceeding six months as it shall in its absolute discretion think fit or (whether or not notice of such suspension shall have been given) to treat the contract as wrongfully repudiated by the Buyer and forthwith terminate the contract.

20 Except in respect of death or personal injury caused by the Seller’s negligence the Seller shall not be liable to the Buyer by reason of any representation (unless fraudulent), or any implied warranty, condition or other term, or any duty at common law, or under the express terms of the Contract, for loss of profit or for any indirect, special or consequential loss or damage, costs expenses or other claims for compensation whatsoever (whether caused by the negligence of the Seller, its employees or agents or otherwise) which arise out of or in connection with the supply of the Goods (including any delay in supplying or any failure to supply the Goods in accordance with the Contract or at all) or their use or resale by the Buyer, and the entire liability of the Seller under or in connection with any contract shall be as detailed in clause 11(b) above.

21 If at any time one or more of the above Conditions becomes in whole or in part invalid illegal or unenforceable in any respect under any law the validity legality and enforceability of the remaining provisions thereof and of the other Conditions herein shall not in any way be affected or impaired thereby.

22 All contracts shall be governed by English Law. In the event of any dispute whether of interpretation or otherwise or as to the liability either of the Seller or the Buyer arising out of the sale, use or operation or failure to operate of the goods or of any part thereof the same shall be determined by the English courts of law to whose non-exclusive jurisdiction the Seller and the Buyer hereby agree to submit.

23 These terms and conditions supersede all previous Conditions of Sale of the Seller.