These Conditions of Sale are correct at time of publication, 20th May 2021.
Before committing to purchase, contact us to consult the certified current conditions in PDF format for your reference.
DEFINITION
In these conditions of sale:
“the Company” means ExaClair Ltd.
“the Buyer” means the person, firm or company ordering or buying Goods from the Company.
“the Goods” means the Goods subject matter of the relevant quotation, order, acceptance or contract sale.
1. GENERAL
All quotations are made and orders accepted subject to these conditions and no additions or alterations shall apply unless specifically agreed in writing by the Company. No other terms and conditions shall apply notwithstanding any provision to the contrary which may appear on any document issued by the Buyer. No binding Contract shall be created until the Company has indicated its acceptance of an order in writing or by making delivery or part delivery of the Goods.
2. PRICES
Quoted prices include the cost of normal packaging, plus delivery to the ground floor entrance to the Buyer’s premises within the United Kingdom mainland and that are of value exceeding the minimum order value as published in the current price list, but exclude VAT. Proof and artwork charges (where applicable). The prices for the Goods shall be those ruling at the date of dispatch and the Company reserves the right to amend its quoted prices at any time prior to the date of dispatch. Carriage will be charged on Goods delivered directly to the Buyer’s customer and on orders below the minimum order value.
3. CARRIAGE CHARGES
- For England, Scotland and Wales, the minimum order value, carriage paid from, Exacompta (EX01) and Clairefontaine (CR01) warehouses is £200 nett. Orders below £200 nett will not be accepted.
- For Northern Ireland, the minimum order value, carriage paid is £500 nett. Orders below £500 nett will not be accepted.
3.2 SPECIFICATION
The Company reserves the right to change the specification of the Goods, and to supply substitute Goods, to the same quality and size, without prior warning to the Buyer. Any condition of warranty implied herein by the Sales of Goods Act 1979 or otherwise is hereby modified to the extent necessary to give effect to this clause.
3.3 PRELIMINARY WORK
Work/Goods carried out by the Company at the request of the Buyer (including artwork and samples) whether experimentally or otherwise will be charged for.
4 ORDERS
4.1 Orders will be accepted by telephone, facsimile, email or writing. Orders sent in confirmation of telephone instruction should be clearly marked as such, otherwise any additional expense incurred by the Company as a result of duplication of order will be payable by the Buyer. Furthermore, the Company will accept no responsibility for duplication of dispatch. Any additional expenses incurred by the Company will be payable by the Buyer at the discretion of the Company.
4.2 CANCELLED ORDERS
The acceptance of the cancellation of an Order by the Buyer shall be at the discretion of the Company which reserves the right to recover the full agreed price of the cancelled order. Any such acceptance may be subject to payment by the Buyer of an amount equal to any costs and loss of profit incurred by the Company in relation to the cancelled order.
4.3 VARIATIONS IN QUANTITY
Every endeavour will be made to deliver the correct quantity ordered, but quotations are conditional upon margin of 5% for Work/Goods printed in one colour only and 10% for other Work/Goods being allowed for overs or shortage, the same to be charged or deducted.
4.4 BUYER’S PROPERTY
Buyer’s property and all property supplied to the Company by or on behalf of the Buyer will be held, worked on and carried at the Buyer’s risk. The Company may reject any paper, plates or other material supplied or specified by the Buyer which appears to them unsuitable. Any additional costs incurred if materials are found to be unsuitable during production may be charged.
4.5 BUYER’S MATERIAL
Quantities of material supplied by the Buyer shall be adequate to cover normal spoilage.
4.6 ILLEGAL MATTER
The Company shall not be required to print any matter which in their opinion is or maybe of an illegal or libellous nature. The Company shall be indemnified by the Buyer in respect of any claims, costs and expenses arising out of any libellous matter or infringement of copyright, patent or design printed at the Buyer’s request.
5 DELIVERY
5.1 Whilst the Company will use its best endeavour to adhere to any time and dates quoted or requested for delivery of the Goods, these are approximate only and the Company shall not be liable for any delay of the Goods howsoever caused.
5.2 ADDITIONAL COSTS
Should expedited delivery be agreed between the Company and the Buyer and necessitate overtime or other additional costs, an extra charge may be made.
5.3 DEFAULT CONDITIONS
Default Conditions can only be accepted for contracted lines where adequate predictions and due dates have been provided and agreed, and not been exceeded. Default cannot apply to stock lines that are generally available on a first come first served basis, and whilst it is the Company’s best interests to provide an ex stock service at all times, the Company will not accept any charge should the Buyer need to source alternative supply.
5.4 DELAYS
Should work be suspended or delayed through any default of the Buyer for a period of 30 days, the Company shall then be entitled to payment for work already carried out and materials specifically ordered.
5.5 RETURNS
Goods manufactured to customers specification are not eligible for return. Stock Goods returned for credit must be in a resaleable condition and have the Company’s prior authorisation. Returned Goods will be subject to a service charge and carriage charge as per the price ruling of the current catalogue.
5.6 CLAIMS AND DAMAGE
Claims arising from damage delay or partial loss of Goods in transit must be made in writing to the Company and the carrier within 3 working days of delivery. Damaged Goods, their wrapping must be retained for inspection pending the Company’s disposal instructions. Carrier delivery sheets should be signed “DAMAGED”. Claims for non-delivery must be made within 28 days of date of invoice. All other claims must be made to the Company within 10 days of the date of delivery.
6 VALUE ADDED TAX
Where applicable Value Added Tax (VAT) will be charged at the published rate at the date of dispatch.
7 TERMS OF PAYMENT
7.1 When credit terms are allowed, unless otherwise agreed between the Company and the Buyer in writing, terms of payment are strictly net and payable by the last day of the month following that in which the invoice is dated, overdue accounts are payable on demand. No receipt will be issued against a payment by cheque unless specifically requested.
7.2 OVERDUE ACCOUNTS
The Company may withhold or cancel further orders or deliveries under the contract of sale and may recover all losses there from if the Buyer: fails to make payment on the due date under any contract with the Company, or is in breach of any of the terms and conditions contained herein (notwithstanding that on a former occasion or occasions it has waived its rights).
7.3 The Company, at its discretion, reserves the right to charge interest on accounts exceeding the terms of payment as specified in these conditions. The rate of interest shall be 2% per month from the due date until payment is received. The Company can exercise this right in addition to any other rights it may have in respect of the Goods for non-payment. Where the contract is or is to be by call off or instalment shall be treated as constituting a separate contract.
7.4 Any contract shall be subject to the Company being satisfied as to the Buyer’s credit worthiness and without prejudice to the generality to the foregoing Company, may in its absolute discretion, having informed the Buyer that the Goods are ready for delivery, refrain from delivering Goods until such time as the Buyer pays all overdue invoices and tenders the purchase money to the Company in a form satisfactory to the Company.
7.5 Prospective customers wishing to open a credit account are requested to furnish information as laid out in the Company Account Application Form when credit checks will be made. Providing a satisfactory line of credit is established at this time a credit account will be opened with an initial limit of £250. If as a result of credit checks it is deemed by the Company that a credit account cannot be opened, delivery will not be made unless the payment has been received with the order or made against the Company pro-forma invoice.
8. RISK AND PROPERTY
8.1 Risk of damage to or loss of the Goods shall pass to the Buyer:
8.1.2 in the case of Goods to be collected from the Company’s premises, at the time of collection.
8.1.3 in the case of Goods delivered, at the time of delivery, or if the Buyer wrongfully fails to take delivery of the Goods, at the time when the Company has tendered delivery of the Goods.
8.2 Notwithstanding delivery and the passing of risk in the Goods, or any other provision of the conditions, the property in the Goods shall not pass to the Buyer until the Company has received in cash or cleared the funds payment in full of the price of the Goods and all other Goods agreed to be sold by the Company to the Buyer for which payment is then due, together with interest or any other sum payable in respect of the Goods under this contract.
8.3 Until such time as the property in the Goods passes to the Buyer, the Buyer shall hold the Goods as the Company’s fiduciary agent and bailee, and shall keep the Goods separate from those of the Buyer and any third parties and properly stored and protected and insured and identified as the Company’s property. Until that time the buyer shall be entitled to resell and deliver the Goods in the ordinary course of its business, but shall:
8.3.1 account to the Company for the proceeds of sales including the insurance proceeds, and shall keep all such proceeds of sales including insurance proceeds, and shall keep all such proceeds separate from any monies or property of the Buyer.
8.3.2 and the Buyer shall if required by the Company assign its right to claim the proceeds of the resale of the Goods from any third party.
8.4 Until such time as the property in the Goods passes to the Buyer (and provided the Goods are still in existence and have not been resold and delivered from the purchaser to the Buyer), the Company shall be entitled at any time to require the Buyer to deliver up the Goods to the Company and if the Buyer fails to do so, forthwith to enter upon any premises of the Buyer or any third party where the Goods are stored and repossess the Goods. The Buyer shall not be entitled to pledge or in any way charge by the way of security for any indebtedness any of the Goods which remain the property of the Company, but if the Buyer does so all monies owing by the Buyer to the Company shall (without prejudice to any other right or remedy of the company under the contract) forthwith become due and payable.
9. INSOLVENCY OF THE BUYER
9.1 This clause applies if:
9.1.1 the Buyer makes voluntary arrangement with its creditors or becomes subject to an administration order or (being an individual firm) becomes bankrupt, or (being a company) goes into liquidation (otherwise and for the purpose of solvent amalgamation or reconstruction: ) or
9.1.2 an encumbrance takes possession or a receiver is appointed over any of the property or assets of the Buyer or
9.1.3 the Buyer ceases or threatens to cease to carry on business
9.1.4 the Company reasonably establishes that any of the above events mentioned above is about to occur in relation to the Buyer and notifies the Buyer accordingly.
9.2 If this clause applies then without prejudice to any right or remedy available to the Company, the Company shall be entitled to cancel the contract or suspend any further deliveries under the contract without any liability to the Buyer, and if the Goods have been delivered but not paid for the price shall become immediately due and payable notwithstanding any previous agreement to the contrary. The Company reserves the right to claim any Goods held by the Buyer manufactured by the Company to be returned to the Company in default of payment.
10. STANDING MATTER
All materials used by the Company in the production of Goods, unless supplied by the Buyer by agreement between the Buyer and the Company, remains the exclusive property of the Company to dispose of as the Company wishes.
11. LIABILITY
11.1 The Company shall not be liable for indirect loss, or third party claims occasioned by the delay in completing the work of for any loss to the customer arising from the delay in transit.
11.2 Where work/Goods is defective for any reason, including negligence, the Company’s liability (if any) shall be limited to rectifying such default.
12. GENERAL LIEN
Without prejudice to other remedies the Company shall in respect of all overdue unpaid debts due from the customer have a general lien on all Goods and property in their possession (whether worked on or not) and shall be entitled on the expiration of 14 days notice to dispose of such Goods or property as they think fit and to apply any proceeds towards such debts.
13. FORCE MAJEURE
Every effort will be made to carry out the contract but its due performance is subject to cancellation by the Company or to such variations as the Company 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 dispute. Fire, Flood, Drought, Legislation or other cause (whether of the foregoing class or not) beyond the Company’s control.
14. OTHER CONDITIONS OF SALE
14.1 By ordering any Goods from the Company the Buyer will be deemed to agree that these conditions take precedence over any other conditions which may appear on or be part of the order or other documents issued by the Buyer, unless specifically accepted in the Company’s quotation or the Company’s acceptance of the order.
14.2 Any variation of exceptions of these conditions shall only be binding if recorded in writing and signed by a director of the Company.
14.3 The interpretation and performance of these Conditions of Sale will be governed by the Law of England. Any disputes arising from these conditions shall be determined exclusively by the English Courts.