3P DIRECT LTD – TERMS & CONDITIONS OF SALE

 1. SELLER’S CONDITIONS OF SALE APPLY

These are the Terms and Conditions of sale which apply to and govern all our/the Contracts between us as the Seller (“The Seller “) and you as the buyer (“The Buyer”). These Terms and Conditions shall apply as the complete and exclusive terms of each contract, and no variation from the Buyer contained in any documents from the Buyer including but not exhaustively any letter, receipt acknowledgement, or other form shall be effective unless expressly agreed by the Seller in writing.

 2. PRICES

Where applicable Value Added Tax or any other similar taxes, charges, duties or levies will be charged whether or not included in the Estimate or invoice. The Seller reserves the right to increase the quoted price, if there is an increase in costs to the Seller between the date of order and dispatch.  This includes any exchange rate changes. Should expedited delivery be agreed and require overtime or other additional costs these additional costs can be charged. Work carried out at The Buyer’s request whether experimentally or otherwise will be subject to an additional charge.  Additional charges may be made to cover extra work involved where copy supplied in not clear or legible.

 

3.ACCEPTANCE OF ESTIMATES

Estimates given by the Seller shall be deemed to be withdrawn unless the Seller receives notice of The Buyer’s acceptance in writing within 30 days from the date hereof.  All prices for print related orders are quoted subject to sight of final artwork, transparencies and available print capacity.

In the case of work being cancelled by the Buyer, the Seller will be entitled to payment for work already carried out, materials ordered and other additional costs involved, including all allocated and scheduled production hours which are no longer saleable.

 

4.PROOFS & ORIGINATION

Any Author’s and Customer’s corrections to artwork supplied by The Buyer and any additional proofs necessitated by such corrections will incur an additional charge unless included in the estimate.  The Seller accepts no responsibility for any breach of confidentiality, loss of reputation, financial or other loss arising, from carrying out the Buyer’s instruction to transmit proofs or other material via any electronic means. This includes e-mail or facsimile transmission. Due to variations in equipment, paper, inks and other conditions between colour proofing and actual production runs, a reasonable variation in colour between colour proofs and the completed job will be deemed acceptable. Where the greatest degree of accuracy is imperative, it is highly recommended to order wet proofs produced on the intended press as these can be guaranteed to produce more accurate results. The Seller accepts no responsibility whatsoever for any errors when the Buyer has been submitted proofs and any errors have not been corrected by the author or buyer.

 

5.DELIVERY & PAYMENT

In the absence of the express written agreement of the Seller to the contrary, due date for payment of work or products shall be upon delivery to the Buyer or the Buyer’s nominee.  The Buyer will however be primarily liable for all sums due to the Seller in respect of any order placed irrespective of whether or not such Buyer is acting as principal or agent.  If the Buyer fails to take delivery at the time specified in the Contract the Seller shall be entitled without prejudice to any other rights to invoice the goods whereupon payment in full shall become due forthwith. Should work be suspended or delayed through any default of the Buyer, the Seller shall be entitled to payment for work already carried out. For goods which are contracted for delivery by instalments, late delivery of an instalment shall not entitle the Buyer to reject any other instalment under the same Contract.  Without prejudice to the generality of the forgoing the Seller shall not be liable for late delivery or failure to deliver through any cause which is beyond the reasonable control of the Seller.  If payment is not made on the due date the Seller, without prejudice to its other rights hereunder shall be entitled to charge, in addition to any monies due hereunder, interest on the overdue outstanding amount at the rate of 5% above the base rate of Lloyds TSB Bank Plc in force from the date the monies first became due until the outstanding amount is paid.  Every endeavour will be made to deliver the correct quantities ordered, but it will be a term of contract that margins of 10 per cent for overs or shortages shall be charged or deducted. Any mailing or personalisation requirements will require 1.5% overs for wastage and set up purposes at the Buyers full expense.

 

6.RISK

The risk in all goods delivered, in whole or in part, in connection with the work shall pass to the customer on despatch.

 

7.RETENTION OF TITLE

      1. Goods shall remain the sole and absolute property of the Seller as legal and equitable owner of the goods until payment of all sums due to the Seller from the Buyer on any accounts whatsoever have been received in full by the Seller. Notwithstanding delivery and the passing of risk in the goods, title and property in the goods, including full legal and beneficial ownership, shall not pass to the buyer until the seller has received in cash or cleared funds payment in full for all goods delivered to the buyer under this and all other contracts between the seller and the buyer for which payment of the full price of the goods thereunder has not been paid. Payment of the full price of the goods shall include the amount of any interest or other sum payable under the terms of this and all other contracts between the seller and the buyer under which the goods were delivered.
      2. Where payment is effected by cheque the Seller shall be treated as not having received payment until that cheque has been honoured and the amount credited to the bank account of the Seller.
      3. The Seller shall be entitled to serve notice on the Buyer indicating its intention to retake possession of the Seller’s goods if the Buyer is in breach of the payment terms under this Contract or if the Seller reasonably considers that its property is in jeopardy. On receipt of such notice, the goods shall immediately be delivered to the Seller, and the Seller by it’s employees or agents shall have the right to enter upon any land, building or vehicles of the Buyer to take possession of its goods.
      4. Any complaint by the Buyer of short delivery or damage to the goods shall have been notified in writing to the Seller immediately (within 7 days) upon receipt of the goods;
      5. Any complaint by the Buyer of failure to deliver shall have been notified within 7 days of the receipt by the Buyer of the invoice or advice of dispatch whichever is the earlier. The Sellers entire liability shall be limited to the value of the goods and the Seller shall be under no liability if the goods are not paid for by the due date. The Seller expressly excludes liability for consequential loss to the Buyer and or any third party claims occasioned by delay (however so arising)

 

8.FORCE MAJEURE

The Seller shall not be liable for failure to perform the Contract whether wholly or in part if the failure is caused wholly or partly by any circumstance or circumstances outside the control of the Seller.  This includes any act of God, war, strike, lockout, or other industrial dispute, fire, flood drought, legislation or other cause beyond the Seller’s control.

 

9.CONSTRUCTION OF CONTRACT

Neither the Contract nor these conditions shall be modified without written agreement of a duly authorised representative of the Seller and these conditions shall govern the construction of the Contract, notwithstanding any inconsistencies which may arise as between these conditions and any other terms and conditions that the Customer may seek to impose.  These conditions and all other terms of Contract shall constitute the entire understanding and agreement between the Seller and the Buyer.

 

These conditions and all other express terms of the Contract shall be governed and construed in accordance with the Laws of England and the Buyer hereby submits to the non-exclusive jurisdiction of the English Courts.