Acceptance of any estimate must be confirmed in writing but in the absence of such written confirmation the written acknowledgement by Image Display & Graphics Limited (hereinafter called “the Seller”) of the verbal instruction shall be deemed to be equivalent to the Buyer’s written order.
All estimates and quotations are open for acceptance within seven days or such longer period as the Seller may agree in writing. All estimates and quotations are subject to increase in wage rates, prices of materials, the availability of the materials specified, increased costs of any alternative materials and alterations required by the Buyer after commencement of work. Delivery dates are subject to delays resulting from non-delivery or delayed delivery of materials.
Estimates and quotations are “Ex-Works” and unless otherwise stated in writing do not include packing, handling, loading, van hire or carriage. The Seller shall not be responsible for loss or damage in transit.
Goods are at the Buyers’ risk from time of notification that they are ready for delivery. Any property of the Buyer which may be in the possession of the Seller, its servants or agents shall be at the Buyers own risk in respect of loss or damage from any cause whatsoever.
If the Buyer requires delivery of work in less than the normal time required for its proper production, the Seller will make every endeavour to secure freedom from defects, but reasonable allowance must be made by the Buyer. If such expedited delivery allowance must be made by the Buyer. If such expedited delivery necessitates overtime work or other additional costs, a corresponding charge will be made.
The Seller will make every effort to carry out any contract based on an estimate but the due performance of it is subject to suspension, variation or cancellation by the Seller as the result of an Act of God, War, Strike, Lock-Out, Fire, Flood or any other thing beyond the control of the Seller.
Every effort will be made to deliver the correct quantity ordered but, owing to the difficulty of producing exact quantities, quotations are conditional upon a margin of 5 per cent (in colour work 10 per cent) being allowed for over and shortage, the same to be charged for or deducted.
While every endeavour will be made to obtain materials of suitable quality, the Seller cannot give any guarantee as to the quality of the basic materials used in fabrication and assembly.
Any claim as to the quality or quantity must be made not later than ten days after receipt of goods.
In the case of goods to be supplied by the Seller by instalments, any objection to, defect in, or any default of the Seller in relation to goods comprised in or which ought to have been comprised in one instalment shall not affect the contract with regard to the supply of the balance of the goods.
Any Third Party Liability attached to the Seller, its agents or sub-contractors shall cease upon delivery of the goods supplied or installed by them. As from that time the Buyer shall indemnify the Seller against all claims for compensation for injuries to any persons whatsoever. The Seller shall not at any time be liable for any loss or damage or consequential loss or damage which the Buyer, its agents, tenants, staff or workmen may sustain from any cause whatever.
In the event of any contract placed with the Seller, whether verbally or in writing, being either suspended or cancelled in accordance with these Terms and Conditions, the Seller shall be entitled to payment for work executed up to the date of suspension or cancellation and for all materials purchased and sub-contact placed in respect thereto.
Payments shall be made within thirsty days of Invoice Date.
I) Title to all goods supplied by the Seller to the Buyer remains with the Seller until all sums from time to time owing to the Seller are paid; ii) If goods the property of the Seller are mixed or in any other way combined with goods the property of the Buyer or third parties, the resulting goods will thereupon be the property of the Seller; iii) All goods the property of the Seller shall be held by the Buyer as bailee and that bailment shall be of a fiduciary nature; iv) All goods the property of the Seller and held by the buyer shall be stored sp as to enable them to be distinguished from the goods the property of the Buyer or third parties; v) The Buyer may sell goods the property of the Seller and thereupon the fiduciary relationship shall apply to the proceeds of sale, and they shall be kept separate from monies belonging to the Buyer or third parties, and shall not be used in the Buyer’s business; vi) If, contrary to the intention of the Buyer and Seller expressed at ii above it is determined as a matter of law that goods resulting from a combination of the Seller’s goods with those of a third party, do not become the property of the Seller, then sub-clause v above shall apply to such proportion of the proceeds of sale of such goods as the Seller’s goods bear to the total content of the goods; vii) Any proceeds of sale to which sub-clause v or vi above apply shall be paid to the Seller as soon as it is reasonable practicable. This sub-clause takes precedence over clause 13 of above. viii) The Buyer shall be entitled to retain possession of all goods the property of the Seller of which it is bailee unless and until any of the following events occur: a) The Buyer fails to make due payment of any sum owing to the Seller; b) The Buyer is made the subject of a winding up resolution or has a winding up petition presented against it, or has a receiver or administrator appointed. On the happening of any such event, the Seller shall forthwith be entitled to possession of such goods and is hereby irrevocably authorised to enter on the Buyer’s premises in order to take possession of them.
A charge will be made for all designs (including “mock-ups”, models and samples) and/or other preliminary work produced at the Buyer’s request, for whatever purpose. All such designs and all rights there to shall remain the property of the Seller and the Buyer shall not reproduce or use for any purpose or allow or cause to be reproduced or used for any such design or prototype and/or any similar work either in whole or in part without the written consent of the Seller.
The Seller shall have the right to mark upon goods produced by it in reasonable prominent position words such as “Designed and Constructed by Image Display and Graphics Limited” together with details of patent or design registration and such wording or mark is not to be erased or obscured without the express permission of the Seller.
If goods to be supplied by the Seller are to be in accordance with or to incorporate designs, specifications information, specific items or patterns to be supplied by the Buyer: a) The Buyer must supply the same and all other work and information required by the Seller in reasonable time to allow the Seller to complete all deliveries by the promised date if any. The Seller will not be responsible for delays in completion or work caused by the Buyers’ failure to provide in adequate time its approval of date necessary for the Seller to prepare preliminary work or to carry out production. b) The Buyer indemnifies the Seller against all damages, penalties, costs and expenses howsoever incurred to which the Seller may become liable through the execution of an order in accordance with any specification, wording or pattern involving any infringement of Patent, Registered Design, Trade Mark or Copyright.
No condition or warranty contained or referred to in any customers order form or made verbally by any of the Seller’s employees should be construed as enlarging, varying or overriding any of the above terms and conditions.