THESE CONDITIONS OF SALE unless otherwise agreed in writing by AdValue Marketing (The "seller") shall override any terms and conditions stipulated, incorporated or referred to by the buyer in his order of negotiations.
We shall be under no liability in respect of any defect in the goods arising from any drawing, design, disk or specification supplied to the buyer.
We shall be under no liability in respect of any defect in the goods arising from fair wear and tear, willful damage, negligence, abnormal working conditions, failure to follow our instructions (whether oral or in writing), misuse or alteration or repair of goods without our approval.
We shall be under no liability in respect of variations in quantity of the goods (for which a margin of plus or minus 10% applies) or in respect of gauge of material or in respect of the size of the goods for which maufacturing trade tolerances will apply.
We shall be under no liability in respect of variations in colour of the goods. We shall endeavour to match a colour as close as possible but we cannot guarantee an exact match.
SUBJECT as expressly provided in these conditions, and except where goods are sold to a person dealing as a consumer (within the meaning of the Unfair Contract Terms Act 1977 or the Unfair Contract Regulations) all warranties, conditions or other terms implied by statute or common law are excluded to the fullest extent possible by law.
Where the goods are sold under a consumer transaction the statutory rights of the buyer are not affected by these conditions.
Any claim by the buyer which is based on any defect in the quality or condition of the goods or their failure to correspond in specification shall (whether or not delivery is refused by the buyer) be notified to the seller within 7 days of the date of delivery or (where the defect or failure was not apparent on reasonable inspection) within a reasonable time after discovery of the defect or failure. If delivery is not refused and the buyer does not notify the seller accordingly, the buyer shall not be entitled to reject the goods and the seller shall have no liability for such defect or failure and the buyer shall be bound to pay the price as if the goods had been delivered in accordance with the contract. In no event shall the buyer be entitled to reject the goods on the basis of any defect or failure, which is so slight that it would be unreasonable for the buyer to reject them.
Any claim by the buyer for non-delivery of the goods shall be notified to the seller within 5 days of the invoice date (or expected delivery date where invoice terms are proforma). If the buyer does not notify the seller accordingly, the buyer shall not be entitled to make claim in respect of non-delivery of the goods and the buyer shall be bound to pay the price as if the goods had been delivered in accordance with the contract.
Where any claim in respect of any goods which is based on any defect in quality or condition of the goods or their failure to meet specification is notified to the seller in accordance with these conditions, the seller shall be entitled to replace the goods free of charge or at the seller's sole discretion, refund to the buyer the price of the goods (or a proportion as part of the price) but the seller shall have no further liability to the buyer.
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 implied warranty, condition or other term or any duty at common law or under the expressed terms of the contract for any indirect, special or consequential loss or damage (whether for loss of profit or otherwise) 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 supply of the goods or their use or resale by the buyer and the entire liability of the seller under or in connection with the contract shall not exceed the price of the goods except as may be expressly provided in these conditions.
Failure to deliver within the time stated, on the part of the seller shall not entitle the buyer to any claim upon the seller by reason of such failure.
FORCE MAJEURE. Every effort is made to carry out the contract but its due performance is subject to cancellation by the seller or to such variations as he may find necessary as a result of inability to secure labour, materials or supplies or as a result of any act of god, war, strike, lockout, or other labour disputes, fire, flood, drought, legislation or other case (whether the foregoing class or not) beyond the seller's control.
COST VARIATION. Quotations are based on the current costs of raw materials and are subject to amendment by us on or at any time after acceptance to meet any rise or fall in such costs. We shall be entitled to charge for overs or deduct for shortages.
V.A.T. We shall be entitled to charge the amount of any VAT payable whether or not included on the quotation or invoice.
BUYERS PROPERTY AND PROPERTY SUPPLIED. Buyer's property and all property supplied to us on behalf of the buyer will be held at the buyer's risk. Where the buyer supplies materials adequate quantities shall be suppled to cover spoilage.
ARTWORK DESIGNS AND BLOCKS supplied by the seller, remain the seller's property unless charged in full.
OUR TERMS are strictly net and payable 30 days from the date of the invoice. If an invoice remains outstanding beyond 30 days from its date all other invoices to the buyer, regardless of their date, shall, if not already, so become immediately due and payable. Proforma payment is required on all new accounts. We reserve the right to charge interest at 1% per month on overdue sums from the date of invoice until paid.
COMPLAINTS in respect of alleged faulty goods shall not be a ground for withholding payment by the buyer of his accounts and shall not give a right of set-off against payments due from the buyer to the seller.
The method of disposal of any rejected goods is entirely at the discretion of the seller.
CANCELLATION or amendments to orders will only be considered if submitted in writing to the seller. The buyer shall be responsible for any loss or profit or additional costs incurred by the seller should the seller choose to accept such cancellation or amendment.
CARRIAGE is charged on all orders.
TITLE to all the goods invoiced will remain with the seller, AdValue Marketing, until the buyer pays the seller the full price for these goods and any other sums which are owed to or claimed by the seller on any account.
The buyer is reponsible for keeping the goods in a suitable condition appropriate to the goods delivered.