The following terms and conditions shall be incorporated into all contracts between ELZYBELLS ART STAMPS LIMITED (hereinafter referred to as "the Company") and any person or company (hereinafter referred to as "the Customer") for the supply of goods or services by the Company. The Company contracts upon these terms only; any printed or other terms emanating from the Customer being expressly excluded unless otherwise agreed in writing, the authority of which is vested solely in the Company's Directors. All services, products and materials tendered by the Company are so upon the terms and conditions expressed herein alone and both the placement of orders and the acceptance of deliveries by the Customer shall be in acceptance of these conditions. An agreement amending the terms of any one contract does not set a precedent for future contracts, unless specified in writing and authorised by a Director of the Company.
1. An ESTIMATE or QUOTATION tendered by the Company is available for acceptance within a period of THIRTY DAYS of the date on which it is given, unless expressly stated otherwise therein. Taxes and Carriage / Delivery charges are excluded from Estimates / Quotations, unless otherwise specified therein, and will be accounted for at the applicable rates at the time of invoice.
2. Any DELIVERY schedules offered by the Company run from the date of receipt by the Company of orders in writing along with payment and, where applicable, of all Customer-sourced materials required for the execution and completion of the contract. Where these are not presented simultaneously the date of presentation of the latest item in whichever order shall become the definitive reference date. All such schedules are to be treated as a guide only, not involving any contractual obligation and are given in good faith. When delivery date is of essence this must be clearly specified at the time of Estimation / Quotation Request and subsequently repeated on the order if the Company has agreed to be bound by such a date. The Company does not accept liability or obligation, direct, consequential or otherwise for delays howsoever caused which are beyond its reasonable control. All efforts will be made, however, to effect completion within the time estimated. Any order for multi-drop scheduled delivery even when accepted by the Company may be suspended on the single event of overdue payment for a previous delivery under the same or any other order and in the event of repeated overdue payments may be terminated by the Company in writing. The Company shall not be held liable for any consequence whatsoever of such suspension or termination and shall be indemnified in full by the Customer against any loss or cost arising therefrom.
3. Where PAYMENT terms are not specified in Estimates / Quotations these shall be by pro-forma invoice. Monthly credit accounts will be opened in approved cases, for which purpose a Banker's and two trade references are required to be submitted with the opening transaction. Where credit accounts are not paid up within thirty days of invoice date, interest shall accrue on the account balance at the current Bank of England Base Rate per month calculated from day to day on all amounts outstanding until the account is settled in full. The Company and the Customer hereby expressly agree that until the Company has been paid in full for the goods or services which are the subject of a contract between them: -
3.1. The goods / services comprised in the contract remain the property of the Company, although the risk therein passes to the Customer at the point where delivery or storage begins;
3.2. No guarantee is effective (see clause 5. for claims prior to transfer of title);
3.3. The Company may recover its goods at any time from the Customer, if in his possession, if the amount outstanding from the Customer to the Company shall remain unpaid after the due date for payment has passed and for that purpose the Company, its Officers, its servants and its authorised agents may enter upon the land and premises of the Customer upon which goods are situated, unless restrained by an order of the Courts of England.
3.4. In the event of the Customer disposing of the Company's goods in the course of his business or otherwise then any monies received by the Customer in respect of such disposal shall be held by the Customer as trustee for the Company. In the event of such disposal the Customer has the fiduciary duty to account to the Company for such proceeds but may retain therefrom any excess over the amount outstanding, including interest, if any, under a contract between the Company and the Customer.
3.5 If the Customer incorporates such goods into other products, with or without the addition of his own goods or the goods of others the property title in those other goods upon such incorporation or use is ipso facto transferred to the Company. The Customer as Bailee of the products for the Company shall store the same for the Company in a proper manner and without charge or risk to the Company. In the event of any such incorporation or use as is envisaged by this sub-clause the provisions of the above sub-clauses shall apply mutatis mutandis to those other products in place of the goods proper.
4. The cancellation of an order must be in writing to be effective. Cancellation at any time once execution has been started will attract a penalty such that the Company will be fully indemnified against any losses whatsoever in connection with the order and its cancellation, except that of the value of the order and its profit content.
4.1. Experimental work and Feasibility studies undertaken at the Customer's request will be considered an order whether or not confirmed in writing and charged for accordingly, whether or not an Estimate / Quotation was raised. No responsibility will be accepted by the Company for errors in materials supplied or approved by the Customer.
5. The Company GUARANTEES its products for a period of twelve calendar months from date of despatch to the Customer, but such guarantee does not become effective until title passes to the Customer. The Company's services also carry a guarantee which is limited to ensuring that the service was fulfilled in accordance with the terms and specifications of the contract. Any complaint regarding quantity, quality, condition, operation of goods or services must be made immediately upon fault discovery and in any event must be made in writing within ten calendar days of receipt or completion. Claims beyond this period cannot be justified. The Company transfers and honours its own suppliers' guarantees on the constituent parts which make up the Company's product. Complaints from the Customer prior to the passing of title will be investigated within 48 hours of notification and appropriate action taken to ensure correct fulfilment of the contract. For product guarantee claims the Company may repair or replace the product as it deems fit but wear and tear and abuse will render the guarantee void as will any attempts to effect a repair without the Company's prior consent and instruction.
6. No responsibility can be accepted by the Company for the quantity or condition of GOODS RECEIVED from Customers or their agents. Such goods must be adequately packed and accompanied by advice notes and will be subject to the Company's Goods Inwards Inspection procedures. Discrepancies will be notified by the Company to the Customer within seven days of receipt, however the Company will not take any corrective action, this being the responsibility of the Customer.
6.1. The Customer's property will be held by the Company at entirely the Customer's own risk as regards fire and other unforeseen insurable risks. Every effort will, nevertheless, be made by the Company to obtain best results from such property and to take reasonable care thereof.
7. The Company does not accept any liability whatsoever for any infringement of PATENTS or COPYRIGHT when executing any order at the request of a Customer whether or not the Company was aware of any patent / copyright being applicable. It is accepted without the need for investigation that the Customer has access to any such rights and the Customer takes full responsibility therefor and the Customer hereby holds the Company fully indemnified against any loss and effect and litigation and otherwise.
7.1. Any designs undertaken by the Company and not paid for in full by the Customer remain the property of the Company and no rights of license or otherwise can be transferred to the Customer. License rights for the Customer to make use of such design must be obtained from the Company by separate written agreement. "Designs" is to be construed as meaning drawings, schedules, artworks and any other information pertaining to a design howsoever it may be formatted and stored.
7.2. Where the Company's own copyright material is to be transferred with all rights to the Customer, such material and rights must be paid for in full prior to delivery. Credit terms are not available for the sales of such material and this sub-clause is not negotiable.
8. Any DOCUMENTATION required by the Customer for the purpose of satisfying his own procedures will be supplied on request and an appropriate administrative charge will be made accordingly.
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