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terms & conditions
1 GENERAL
1.1 There shall be no binding contract between Pemble Roberts Promotions Limited
(hereinafter called 'PRP') and the person, firm or company placing the order
(hereinafter call the 'Buyer') until the Buyer's order has been accepted in
writing by PRP.
1.2 These conditions shall apply in the case of all contracts entered into by
PRP to the exclusion of all order terms and conditions, including any standard
terms of the Buyer, except as agreed in writing by PRP. Acceptance of the order
by PRP shall be deemed to indicate the Buyer's agreement to be bound by these
conditions.
1.3 Accepted orders may only be amended or cancelled with the express prior
approval of PRP in writing.
1.4 Without prejudice to the provisions of Condition 1.3 should any work be
suspended or halted by the buyer prior to the delivery of the goods, PRP retain
the right to be paid for all work completed, all loss (including loss of profit)
and all costs incurred.
1.5 The headings of these Conditions do not form part of the Conditions and
shall not affect the interpretation thereof.
2 PRICE
2.1 Unless otherwise agreed, in writing, the price of the goods will be that
ruling at the date of acceptance of the order. PRP reserves the right to alter
their prices, from any estimate or quotation previously given to the Buyer,
unless a firm quotation has been given and the quotation period has not expired.
2.2 All prices quoted will exclude Value Added Tax, which will be added to the
price at the current rate ruling on the date of any proforma invoice or delivery
of the goods.
3 PERSONALISATION OF GOODS
3.1 All estimates or quotations given for the personalisation/marking of goods
are subject to sight of the Buyer's final design and camera ready artwork,
colour separated if necessary. Therefore, PRP reserves the right to alter
costings, if necessary, should the design be complicated, multi-coloured or in
anyway different to the original specification given.
3.2 All artwork supplied by the Buyer described as "camera ready and/or colour
separated" shall be the sole responsibility of the Buyer. Mistakes and
alterations will be fully charged for to the Buyer.
3.3 All orders for artwork, artwork amendments and/or colour separation from the
Buyer, shall be carried out as instructed by PRP. No goods shall be
printed/marked until the finished artwork has been sighted and written approval
has been given by the Buyer. Once written approval has been given the Buyer
shall bear sole responsibility for any mistakes and thereafter be charged, in
full, for any work carried out from this point.
3.4 Whilst every effort will be made to match colour references given, it must
be noted that due to the enormous variety of inks and surfaces used PRP cannot
guarantee exact matches to paper prints. Should the colours specified by the
Buyer be non-standard to the manufacturer of the goods, any charges for factory
mixes or special inks will be invoiced to the Buyer.
3.5 Should the design be multi-coloured or close registration of two or more
colours, PRP reserves the right to produce a proof printing of the goods, which
will be charged to the Buyer. The order shall not proceed until written
confirmation of acceptance has been received from the Buyer. Any errors or
changes shall be the sole responsibility of the Buyer, and any work carried out
from this point will be charged for in full.
3.6 PRP reserve the right to supply a pre-production proof for final approval by
the Buyer at any time deemed necessary due to the design or quantity ordered,
this will be charged for in full to the Buyer. The order shall not proceed until
written confirmation of acceptance has been received from the Buyer. Any errors
or changes shall be the sole responsibility of the Buyer, and any work carried
out from this point will be charged for in full.
3.7 Supply estimates of manufactured or printed goods are conditional upon
margins of up to 10% over or under being charged or deducted subject to
delivery.
4 COPYRIGHT AND OTHER INTELLECTUAL PROPERTY RIGHTS
The Buyer shall indemnify PRP against all damages, claims, losses, costs and
expenses arising out of any infringement or alleged infringement of any
copyright, patent, trade mark, service mark, registered design, unregistered
design, moral right or other intellectual property right which PRP incurs
arising out of its compliance with the Buyer'' requirements. PRP shall not be
bound to defend any proceedings brought against it by any third party in respect
of any such actual or alleged infringement, but if PRP shall decide to do so,
the Buyer shall provide PRP with all such information as PRP may reasonably
require.
5 PAYMENT
Payment is required with the Buyer's order for all new customers. The order will
not be placed in production until full payment is made. Payment of all
invoices is strictly nett 30 days from the date of the invoice for customers
with an approved credit account. If any payment is overdue, PRP may
(without prejudice to any of its other rights or remedies) charge interest on
the overdue amount at the rate of 3% per month and proportionately for any
lesser periods as well before, as after judgement, until the overdue amount is
paid.
6 DELIVERY AND RISK
6.1 Delivery of the goods to be supplied to the stipulated place of delivery
shall constitute delivery to the Buyer. All risks in the goods shall pass to the
Buyer on such delivery. This also applies to deliveries made to a third party on
behalf of the Buyer.
6.2 Whilst every effort shall be made to deliver goods on or before a specified
date, such a date is PRP's best estimate when specified, but is not a
contractual commitment.
6.3 Discrepancies and damage apparent at the time of delivery must be noted on
the carriers receipt note and notified in writing within 7 days of the delivery.
Other discrepancies or damage must be notified to PRP in writing within 7 days.
No discrepancies can be accepted by PRP after this time.
6.4 Should delivery of the goods be refused or denied for any reason not
agreeable to PRP, the Buyer shall pay the full price for the goods within 30
days of the invoice date.
6.5 Each delivery or part delivery of an order shall be considered a separate
contract and shall not affect or vitiate the contract as to other deliveries.
7 DELIVERY AND RISK
7.1 Delivery of the goods to be supplied to the stipulated place of delivery
shall constitute delivery to the Buyer. All risks in the goods shall pass to the
Buyer on such delivery. This also applies to deliveries made to a third party on
behalf of the Buyer.
7.2 Whilst every reasonable effort shall be made to deliver goods on or before a
specified date, such a date is best estimate by PRP when specified, but is not a
contractual commitment.
7.3 Any defect in the goods or their failure to correspond with specification
which is apparent on a reasonable inspection at the time of delivery must be
noted on the carriers receipt note and notified in writing within 7 days of the
delivery. Other defects or failures must be notified to PRP in writing within 7
days. If a delivery is not rejected and the Buyer does not so notify, the Buyer
shall not be entitled to reject the good's, PRP shall have no liability for such
defect or failure, and the Buyer shall be bound to pay the full price.
7.4 Should the Buyer fail to take delivery of the goods, risk in the goods
passes on the goods being tendered for delivery and the Buyer shall pay the full
price for the goods within 30 days of the invoice date.
7.5 Each delivery or part delivery of an order shall constitute a separate
contract and any failure to make such delivery or part delivery shall not
entitle the Buyer to treat the contract as to other deliveries as at an end.
8 TRANSFER OF PROPERTY
8.1 Property in the goods will remain with PRP until payment is received in full
for the goods and all other goods agreed to be sold by PRP for which payment is
then due.
8.2 Until property in the goods passes to the Buyer, the Buyer shall keep the
goods separate, insured and identified as being the property of PRP, but the
Buyer shall be entitled to resell the goods.
8.3 Until property in the goods passes, PRP or their appointed agents have the
right, without prejudice to any other remedy, without prior notice to enter any
premises where the goods are kept and repossess the goods.
8.4 Nothing in this condition shall give the Buyer any right to return any
goods. Under no circumstance are goods sold to the Buyer by PRP under a sale or
return contract.
9 LIMITATION OF LIABILITY
9.1 PRP does not manufacture any goods but orders them from one or more
suppliers to meet the Buyer's requirements therefor as stated by the Buyer to
PRP. To the extent legally possible PRP shall assign to the Buyer and/or make
available to the Buyer the benefit of all warranties given to PRP by such
supplier or suppliers in the Contract or Contracts for the supply of goods or
any such part thereof to PRP. Subject to being provided with a full and
sufficient indemnity PRP shall, at the request of the Buyer, take all reasonable
steps to enforce such warranties.
9.2 The obligation on the part of PRP set out in paragraph 6.1 of this condition
is placed on PRP in substitution for all warranties and conditions, expressed or
implied by common law, statute, trade usage, custom or otherwise and such
warranties and conditions are hereby expressly excluded provided that nothing in
this condition or in the rest of the Contract shall be interpreted as excluding
or restricting any legal liability of PRP for death or personal injury resulting
from the negligence of PRP and/or its employees, or as excluding or restricting
any of the legal obligations of PRP arising under Section 12 of the Sale of
Goods Act 1979.
9.3 Except as provided in the proviso to paragraph 6.2 of this Condition PRP
shall not be liable in any manner whatsoever (whether in the law of contract
tort or otherwise howsoever) for any consequential loss (which shall include,
without limitation, loss of profits, reputation, goodwill, business expenses
rendered futile by the breach, expenses caused by the breach, any claim made
against the Buyer by any other party and any other economic or indirect loss) or
any other loss damage or injury in relation to or arising out of the goods
attributable directly or indirectly to the acts, defaults or negligence of PRP
or of any of the employees or agents of PRP.
10 EVENTS BEYOND THE CONTROL OF PRP
PRP shall not be liable to the buyer or held to be in breach of contract by
reason of any delay or failure to perform any of its obligations where the
fulfilment of such obligations is prevented, frustrated, impeded and/or delayed
as a consequence of any "force majeure" and/or fire, explosion, flood, storm,
act of God, government acts, orders or regulation, hostilities, civil
disturbances, strikes, labour difficulties (whether of PRP or of third parties),
machinery breakdown, inability to obtain necessary materials from usual sources
of supply, shortage of transport facilities or delays in transit or any other
circumstance whatsoever and howsoever arising (whether or not of a class of kind
mentioned) beyond its reasonable control.
11 BUYER'S WARRANTY
By placing the order the Buyer is deemed to have warranted to PRP that it has
stated in writing therein or in a document expressly referred to therein all its
requirements with regard to the goods and all information relevant to the
manufacture or supply of the goods.
The Buyer warrants to PRP that it has not placed the Order as an agent for any
third party.
12 ASSIGNMENT
The Buyer shall not assign or otherwise transfer all or any of its rights,
interest or obligations in or under the Contract without the prior written
consent of PRP.
13 BUYER'S FINANCIAL SITUATION
If the Buyer commits an act of insolvency (which, without limitation, includes
making a voluntary arrangement with creditors, becoming bankrupt, becoming
subject to an administration order or going into liquidation, becoming subject
to the appointment of a receiver, and ceasing or threatening to cease carrying
on business) or PRP reasonably apprehends that the Buyer is about to commit an
act of insolvency, PRP may cancel the contract or suspend further deliveries
with out without liability to the Buyer.
14 GOVERNING LAW
The formation, interpretation and performance of this Contract shall be governed
by English Law and PRP and the Buyer submit to the non-exclusive jurisdiction of
the English Courts in relation to any disputes in connection therewith.
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