Oui3 Terms and Conditions of Sale
- In these Terms and Conditions the following expressions shall be deemed to have the following meanings:
(1) “the Company” shall refer to Oui3 Design Limited, company registration SC 05433404 registered at 11- 13 Hanover Street, Liverpool, England, L1 3DN
(2) “the Customer” shall refer to the person, persons or company accepting any tender, quotation, offer or estimate or giving any order.
- These general conditions of sale shall apply to all our contracts and quotations unless expressly excluded in writing signed by a Director of the Company. They shall also be deemed incorporated in any repeat orders for goods the subject of any previous quotation or order unless expressly excluded or varied in writing by the Company as aforesaid. In the event of the Customer’s acceptance or order form containing its own terms and conditions it is an express term that an order for goods will only be accepted by the Company subject to the terms and conditions herein set out and insofar as the Customer’s conditions of sale are at variance with, conflict or are in addition to the Company’s terms and conditions of sale or impose any obligations on the Company other than those specified herein they shall be deemed waived by the Customer and thereby excluded.
- A quotation is not an offer and may be withdrawn without notice. Unless previously withdrawn and subject to any express contrary provision therein, acceptance of any quotation must be received by the Company in writing within eight (8) days of its date after which date it will deem to have expired. An order received is not binding on the Company until accepted by it in writing.
- Quotations are based on current rates of wages, costs of raw materials, transport and rates of exchange and are subject to adjustment at any time in the event of any increase or alteration in such rates or costs. Where sales are affected in foreign currency, the Company reserves the right to increase the price in the event that the foreign currency in question is devalued in the period between the date of the contract and the date of payment. Where sales are affected in í Sterling the Company also reserves the right to increase the price in the event that the í Sterling is devalued in the period between the date of the contract and the date of payment. In the case of an exceptional situation in the raw material market the Company reserves the right to increase the price according to the raw material prices ruling at the time of production.
- Cancellation, reduction or amendment of an order cannot be accepted or goods returned for credit unless previously agreed in writing by the Company. Where such cancellation, reduction or amendment is agreed the Company reserves the right to demand payment from the Customer of an amount representing any losses or expenses incurred (whether foreseeable or otherwise) material used and a reasonable allowance for overhead charges and profit, such sums to be conclusively assessed by the Company which in its sole discretion it may recover. Additions or modifications requested by the Customer to the order shall entitle the Company in its absolute discretion and without any liability being ascribed to it, to reject the same or to cancel the order. If the Company does agree to the additions or modifications, the Company shall be at liberty to make the necessary alterations in relation to delivery arrangements and price.
- (1) The terms of payment are in accordance with those specified in the Company’s acknowledgement or where no terms are specified in accordance with the standard terms of payment of the Company, namely, that payment shall be made within 30 days. Non-payment on the due date entitles the Company in its absolute discretion to cancel the contract.
(2) If the Customer shall fail to pay any monies due to the Company, the Company shall (without prejudice to any other rights it may have) be entitled to charge interest on all monies overdue at the rate of 4% above the Bank rate for the time being of Royal Bank of Scotland PLC and to withhold delivery of any other goods ordered by the Customer until the Customer shall have paid in full the money and interest aforesaid.
- Until payment has been received by the Company for all goods supplied at any time by the Company to the Customer ownership of the goods shall remain with the Company. When any sum is due but unpaid:
(a) The Customer shall hold the goods on a fiduciary basis for the Company as the Company’s agent and store them in such a way as they can be readily identifiable as being the property of the Company. Subject to (b) and (c) below, the Customer shall be at liberty to sell the goods at full market value (which the Customer may do in its normal course of business as the Company’s fiduciary agent) and the proceeds of sale shall be the property of and held on trust for the Company.
(b) The Company may at any time suspend or remove the Customer’s power of sale by notice to the Customer if the Customer is in default of any of the provisions of this agreement.
(c) The Customer’s power of sale shall automatically determine if a Receiver or Administrator is appointed over any of the assets or the undertaking of the Customer or a Winding Up Order is made or the Customer takes steps to place itself into voluntary liquidation or causes a meeting of or makes any arrangement or compromise with creditors or commits any act of bankruptcy.
(d) Upon revocation or determination of the Customer’s power of sale under (b) and
(c) above, the Customer shall place the goods at the disposal of the Company who shall be entitled to enter upon any premises of the Customer for the purpose of removing such goods from the premises.
(e) The Company shall have the right to repossess sufficient of the goods to satisfy all unpaid sums, interest and costs (including the costs of effecting repossession) any excess being recovered being refunded to the Customer.
(f) The Company may enter the Customer’s premises (or those of its agent) to inspect or re-possess goods as herein provided.
(g) Where payment is made by cheque, the Company shall be deemed not to have received payment until the cheque is cleared.
- If following the placing of an order, the Company has any reason to believe that a Customer’s solvency is deteriorating the Company shall at its own discretion be at liberty to make it a condition of the execution of the order that an amount which the Company considers appropriate shall be pre-paid.
- The risk of loss or damage to the goods shall pass from the Company to the Customer on delivery save that the Company is not responsible for any defects which may occur to the goods after they have left the Company’s premises but before they reach the Customer’s premises and which have been caused by climatic conditions and or any other circumstances beyond the Company’s control. The storage conditions specified by the Company must be taken into consideration in all cases.
10.(1) The delivery time shall be stated as one or two “week commencing” dates in a particular year, which shall be understood to mean that the goods sold will be at the Customer’s disposal on an unspecified working day of one of the agreed weeks.
The goods shall be delivered by 12 noon on the last ordinary working day of the said weeks. If a delivery period is specified in the quotation or otherwise the period shall run from actual receipt by the Company of the Customer’s written order to proceed and fully approved print ready artwork. Any dates stated for delivery are estimates only and constitute a warranty by the Company to use its reasonable endeavours to effect deliveries by or about that date. No liability will be accepted by the Company for failure to meet any delivery date howsoever caused, whether arising directly or indirectly out of delay in delivery.
(2) In case of delays caused by circumstances beyond the control of the Company the Company shall have the right to suspend deliveries without notice or cancel the contract without liability. By way of illustration but not of limitation, the following are to be treated as uncontrollable events: Strikes, lockout, war, revolution, failure of suppliers, import and export bans, natural disasters, water damage etc.
- All reproduction materials, such as drawings, photo work, video work and print artwork, shall be and remain the property of the Company, regardless of whether or not such materials have been billed separately. The Company may solely use the above-mentioned materials for work to be carried out for the Customer. The Company shall keep the said materials for a period of 18 months after the delivery of the last order together with the relevant unaltered print.
- Any experimental work carried out by the Company on behalf of the Customer is chargeable at the Company’s prevailing rates of charge unless otherwise agreed in writing. Charges are payable whether such experimental work is successful or not.
- The Company reserves the right to alter the design and/or specification of the goods the subject of any quotation or invoice where this is reasonable and necessary to improve the quality of performance of the goods.
- Liability for infringement of copyrights, trade marks, registered designs and the like shall rest with the Customer.
- Any notice required or permitted to be served by the Company under these conditions shall be sufficiently served if mailed by first-class post or first-class airmail, postage pre-paid addressed to the Customer at its last known address and in providing service of the same it shall be sufficient to show that the letter containing the notice was posted and addressed as aforesaid.
- Any contract or quotation shall be in all respects construed as a Scottish contract and in conformity with the laws of Scotland. Jurisdiction in respect of any dispute arising from this contract shall lie and be determined by the Scottish Courts.