“Conditions” means the standard terms and conditionsof sale set out in this document and unless the contextotherwise requires, includes any special terms and conditionsagreed in writing between the Supplier and the Customer; “Customer” means the person or company whose orderfor Work is accepted by the Supplier;“Supplier” ISA (Business Development & Support) PO Box 2807, Kidsgrove, Stoke on Trent ST7 9AY. “Work” means all work undertaken by theSupplier for the Customer together with any goods whichthe Supplier is to supply in accordance with these Conditions.
1. Basis of the Sale (a) The Supplier shall supply and the Customer shall purchase the Work in accordance with awritten order of the Customer which is accepted by the Supplier subject to these Conditions. A binding contractshall be formed once the Supplier has accepted theOrder which shall constitute an offer by the Customerto purchase the Work. The Work shall be supplied andcharged in accordance with an estimate supplied tothe Customer by the Supplier (“Estimate”) as varied inaccordance with these Conditions. (b) No variationto these Conditions shall be binding unless agreed inwriting between the authorised representatives of the Supplier and the Customer. (c) All Work undertaken forthe Customer by the Supplier, including but not limited toexperimental and preliminary Work, shall be charged inaccordance with the Estimate.
2. Price Variation Estimates are based on the Supplier thencosts of production and unless otherwise agreed, aresubject to amendment on or at any time after acceptanceby the Customer to meet any variations in such costs.
3. Tax All sums quoted or due to the Supplier from the Customer shall be deemed to be exclusive of all valueadded tax and other applicable taxes and charges unlessotherwise stated, and all such taxes shall be payable bythe Customer in addition.
4. Payment Terms The Supplier shall be entitled to invoicethe Customer for the Price of the Work at any time aftercompletion of the Work. The Customer shall pay the priceof the Work as set out on the invoice once advised by the Supplier that the Work has been completed.
5. Copy A charge may be made to cover any additionalWork undertaken by theSupplier where copy supplied bythe Customer is not clear and legible.
6. Delivery and Payment (a) The Work shall be deliveredon the date agreed between the Customer and the Supplier but for the avoidance of doubt time shall notbe of the essence for the purposes of this clause. Workshall be deemed to be accepted by the Customer whendelivered or, if earlier, on notification by the Supplier thatthe Work has been completed. (b) Unless otherwise Specified, the price quoted is for delivery of the Workto the Customer’s address as set out in the Estimate. Acharge may be made if delivery is required to a differentaddress. (c) Should expedited delivery be agreed an extracharge may be made to cover any overtime or other additional costs involved (d) Should Work be suspended at the request of or delayed through any default of theCustomer for a period of 30 days or more the Supplier shall be entitled to payment for Work already carried out,materials specially ordered and other additional costsincurred including but not limited to costs of storage. (e)Subject to the provisions of clause 11(d), ownership inthe Work and any intellectual property rights in the Work shallpass to the Customer once payment of all sums dueto the Supplier from the Customer have been paid in full.Notwith-standing ownership remaining with the Supplieruntil such payment is made, risk in the Work shall passto the Customer upon completion of the Work and theCustomer shall be responsible for insuring the Work from that point onwards.
8. Claims Advice of damage, delay or partial loss or goods intransit or of non-delivery must be given in writing to the Supplier and the carrier within three days of delivery (or, in the case of non-delivery, within 28 days of dispatch of theWork) and any claim in respect thereof must be made inwriting to the Supplier and the carrier within seven days of delivery (or in the case of non-delivery, within 42 days ofdispatch). All other claims must be made in writing to the Supplier within 28 days of delivery. The Supplier shall not be liable in respect of any claim unless the aforementionedrequirements have been complied with except in anyparticular case where the Customer proves that: (a) it was not possible to comply with the requirements; and (b)advice (where required) was given to the Supplier and thecarrier and the claim made as soon as reasonably possiblethereafter.
9. Liability (a) The Supplier shall not be liable for any loss tothe Customer arising from any delay in transit of the Workor other materials not caused by the Supplier (b) Where anyvalid claim in respect of any Work which is based on anydefect in the quantity or condition of the Work is notifiedto the Supplier within 7 days of the date of delivery of the Work, the Printer shall be entitled to replace the Work (orthe part in question) free of charge or, at the Supplier solediscretion, refund to the Customer the price of the Work.(c) Except in respect of death or personal injury causedby the Supplier’s negligence, the Supplier shall not be liableto the Customer by reason of any representation (unless fraudulent), or any implied warranty, condition or otherterm, or any duty at common law or under any of theseConditions for any indirect, special or consequentialloss or damage (whether for loss of profit, use, contract,goodwill or otherwise), costs, expenses or other claimsfor compensation whatsoever (whether caused by thenegligence of the Supplier, its employees or agents orotherwise) which arise out of or in connection with thesupply of the Work or its use by the Customer. (d) Theentire liability of the Supplier under these Conditionsshall in no circumstances exceed the price of the Workto which the claim relates. (e) The Supplier shall not beliable to the Customer or be deemed to be in breach ofthese Conditions by reason of any delay in performing, orany failure to perform, any of the Supplier‘s obligations inrelation to the Work, if the delay or failure was due to anycause beyond the Supplier’s reasonable control which shallinclude but not be limited to Act of God, explosion, flood,tempest, fire or accident, war or threat of war, sabotage,insurrection, civil disturbance, terrorism, requisition,acts, restrictions, regulations, bye-laws, prohibitions ormeasure of any kind on the part of any governmental,parliamentary or local authority, import or export regulations or embargoes, strikes, lock-outs or otherindustrial actions or trade disputes (whether involvingemployees of the Seller or of a third party), difficulties inobtaining raw materials, labour, fuel, parts or machineryand power failure or breakdown in machinery.
10. Property (a) written files, electronic data and paperwork ownedby the Supplier and used by him in the supply of services shall remain his exclusive property.Such items when supplied by the Customer shall remainthe Customer’s property. (b) Customer’s property andall property supplied to the Printer by or on behalf ofthe Customer shall, whilst it is in the possession of the Supplier or in transfer to or from the Customer, be deemedto be at Customer’s risk unless otherwise agreed and the Customer must insure such property accordingly. (c) The Supplier shall be entitled to make a reasonable chargefor the storage of any Customer’s property left with the Supplier before receipt of an order or after notification tothe Customer of completion of the Work. Any intellectualproperty rights in design Work created for the Customerby the Supplier shall remain the exclusive property of the Supplier unless otherwise agreed in writing.
11. Materials supplied by the Customer (a) The Supplier may reject any materials suppliedor specified by the Customer which appear to himto be unsuitable for the purposes for which they are intended. Additional cost incurred if materials are foundto be unsuitable during use may be charged to the Customer except that if the whole or any part ofsuch additional cost could have been avoided but forunreasonable delay by the Supplier inascertaining theunsuitability of the information and materials, then that amount shallnot be charged to the Customer. (b) Where information and materials areso supplied or specified, the Supplier will use reasonableendeavours to secure the best results, but responsibilitywill not be accepted for imperfect Work caused by defectsin or unsuitability of materials so supplied or specified. (c)Quantities of materials supplied must be adequate tocover normal spoilage. The Supplier reserves the right to order or acquire such extra materials as may be requiredto complete the Work and to charge the Customer forsuch materials.
12. Insolvency If the Customer makes any voluntaryarrangement with its creditors or (being an individualor firm) becomes bankrupt or (being a company)becomes subject to an administration order or goesinto liquidation (whether voluntary or involuntary andotherwise than for the purposes of amalgamation orreconstruction), or anencumbrancer takes possession, ora receiver is appointed, of any of the property or assetsof the Customer, or the Customer ceases, or threatens to cease, to carry on business (or the Supplier reasonablyapprehends that any of the events mentioned above isabout to occur in relation to the Customer and notifiesthe Customer accordingly) or the Customer commitsany breach of these Conditions or fails to pay anysum due then, without prejudice to any other rightor remedy available to the Supplier, the Supplier shall beentitled to cancel any contract for provision of Work orsuspend any further deliveries without any liability tothe customer, and if the Work has been delivered butnot paid for, all amounts shall become immediately dueand payable notwithstanding any previous agreement orarrangement to the contrary and the Supplier shall have alien on all Work and other property of the Customer in itspossession and shall be entitled to dispose of such Workand property as it sees fit and to apply the proceeds tothe amount owed. If any Work has been commenced butnot delivered, the Supplier shall have the right to chargefor Work already undertaken, whether or not completed,together with any materials purchased.
13. Illegal Matter (a) The Supplier shall not be obliged to complete any order which in his opinion is or may be of an illegalor libellous or defamatory nature or an infringement ofthe proprietary or other rights of any third party. (b) The Supplier shall be indemnified by the Customer in respectof any losses, damages, liabilities, costs and expenses suffered by the Supplier as a result of any claims made orthreatened against the Supplier that the Work infringes theintellectual property rights of any other person or thatthe Work contains any illegal, libellous or defamatorymaterials. Such indemnity shall include payment of anylegal or other professional fees incurred by the Supplier asa result of such threats or claims.
14. General (a) Any notice required or permitted to be givenby either party to the other under these Conditions shallbe in writing addressed to that other party at its registeredoffice or principal place of business or such other addressas may at the relevant time have been notified to theparty giving the notice. (b) No waiver by the Supplier ofany breach of these Conditions by the Customer shallbe considered as a waiver of any subsequent breach ofthe same or any other provision. (c) If any provision ofthese Conditions is held by any competent authorityto be invalid or unenforceable in whole or in part, thevalidity of the other provisions of these Conditions andthe remainder of the provision in question shall not beaffected. (d) These Conditions shall be governed by thelaws of England, and the Customer agrees to submitto the exclusive jurisdiction of the English courts. (e)Whenever under these Conditions any sum of moneyshall be recoverable from or payable by the Customer, thesame may be deducted from any sum then due or whichat any time may become due to the Customer under these Conditions.