Terms of business

 

1.0 Interpretation

1.1 In these   Conditions:

‘BUYER’                                  means the   person who accepts a quotation of the Seller for the sale of the Goods or   whose order for the Goods is accepted by the Seller.

‘GOODS’                                  means the   goods (including any installment of the goods or any parts for them) which   the Seller is to supply in accordance with these Conditions.

‘SELLER’                                means Business   Image Limited (trading as Masters London) (registered in England under   number 04449855).

‘CONDITIONS’                                                 means   the standard terms and conditions of sale set out in this document and   (unless the context otherwise requires) includes any special terms and   conditions agreed in writing between the Buyer and the Seller.

‘CONTRACT’                           means the contract   for the purchase and sale of the Goods.

‘WRITING’                               includes telex,   cable, facsimile transmission and comparable means of communication.

 

1.2 Any reference in   these Conditions to any provision of a statute shall be construed as a   reference to that provision as amended, re-enacted or extended at the relevant time.

1.3 The headings in these Conditions are for convenience only and shall not affect their   interpretation.

2.0 Basis of the sale

2.1 The Seller shall   sell and the Buyer shall purchase the Goods in accordance with any written   quotation of the Seller which is accepted by the Buyer, or any written order   of the Buyer which is accepted by the Seller, subject in either case to these   Conditions.

2.2 No variation to   these Conditions shall be binding unless agreed in writing between the authorized   representatives of the Buyer and the Seller.

2.3 The Seller’s  employees or agents are not authorized to make any representations concerning   the Goods unless confirmed by the Seller in writing.  In entering into the Contract the Buyer   acknowledges that it does not rely on any such representations which are not   so confirmed.

2.4 Any   typographical, clerical or other error or omission in any sales literature,   quotation, price list, acceptance of offer, invoice or other document or   information issued by the Seller shall be subject to correction without any   liability on the part of the Seller.

 

3.0 Orders and   specifications

3.1 No order   submitted by the Buyer shall be deemed to be accepted by the Seller unless   and until confirmed in writing by the Seller’s authorized representative.

3.2 The quantity and description of and any specification for the Goods shall be those set out in   the Buyer’s order (if accepted by the Seller).

3.3 The Seller   reserves the right to make any changes in the specification of the Goods   which are required to conform with any applicable statutory or EU   requirements or, where the Goods are to be supplied to the Seller’s   specification, which do not materially affect their quality or performance.

3.4 No order which   has been accepted by the Seller may be cancelled by the Buyer except with the   agreement in writing of the Seller and on terms that the Buyer shall   indemnify the Seller in full against all loss (including loss of profit),   costs (including the cost of all labour and materials used), damages, charges   and expenses incurred by the Seller as a result of cancellation.

3.5 Samples   submitted and illustrations in catalogues or trade literature must be   accepted as showing type class and general character only without warranty or   guarantee as to substance, performance, colour, size, thickness or shape.

 

4.0 Price of the goods

4.1 The price of the   Goods shall be the price quoted by the Seller to the Buyer or, where no price   has been quoted (or a quoted price is no longer valid), the price listed in   the Seller’s published price list current at the date of acceptance of the   order.  Where the Goods are supplied   for export from the United     Kingdom, the Seller’s published export   price list shall apply.  All prices   quoted are valid for 30 days only or until earlier acceptance by the Buyer,   after which time they may be altered by the Seller without giving notice to   the Buyer.

4.2 The Seller   reserves the right, by giving notice to the Buyer at any time before   delivery, to increase the price of the Goods to reflect any increase in the   cost to the Seller which is due to any factor beyond the control of the   Seller (such as, without limitation, any foreign exchange fluctuation,   currency regulation, alteration of duties, significant increase in the costs   of labour, materials or other costs of manufacture),   any change in delivery dates, quantities or specifications for the Goods   which is requested by the Buyer, or any delay caused by any instructions of   the Buyer or failure of the Buyer to give the Seller adequate information or   instructions.

4.3 Except as   otherwise stated under the terms of any quotation or in any price list of the   Seller, and unless otherwise agreed in writing between the Buyer and the   Seller, all prices are given by the Seller on an ex works basis, and where   the Seller agrees to deliver the Goods otherwise than at the Seller’s   premises, the Buyer shall if the price is less than £350 be liable to pay the   Seller’s charges for transport, packaging and insurance.

4.4 The price is   exclusive of any applicable Value Added Tax, which the Buyer shall be   additionally liable to pay to the Seller.

 

5.0 Terms of payment

5.1 Subject to any special terms agreed in writing between the Buyer and the Seller, the Seller   shall be entitled to invoice the Buyer for the price of the Goods on or at   anytime after delivery of the Goods, unless the Goods are to be collected by   the Buyer or the Buyer wrongfully fails to take delivery of the Goods, in   which event the Seller shall be entitled to invoice the Buyer for the price   at any time after the Seller has notified the Buyer that the Goods are ready   for collection or (as the case may be) the Seller has tendered delivery of   the Goods.

5.2 The Buyer shall   pay the price of the Goods within 30 days of the date of the Seller’s   invoice, and the Seller shall be entitled to recover the price,   notwithstanding that delivery may not have taken place and the property in   the Goods has not passed to the Buyer.    The time of payment of the price shall be of the essence of the   Contract.  Receipts for payment will be   issued only upon request.

5.3 If the Buyer   fails to make any payment on the due date then, without prejudice to any   other right or remedy available to the Seller, the Seller shall be entitled   to:

5.3.1                cancel the contract or suspend   any further deliveries to the Buyer;

5.3.2                appropriate any payment made   by the Buyer to such of the Goods (or the Goods supplied under any other   contract between the Buyer and the Seller) as the Seller may think fit   (notwithstanding any purported appropriation by the Buyer); and

5.3.3                charge the Buyer interest   (both before and after any judgment) on the amount unpaid, at the rate of   three per cent (3%) per annum above Libor base rate from time to time, until   payment in full is made (a part of a month being treated as a full month for   the purpose of calculating interest).

 

 

6.0 Delivery

6.1 Delivery of the   Goods shall be made by the Buyer collecting the Goods at the Seller’s   premises at any time after the Seller has notified the Buyer that the Goods   are ready for collection or, if some other place for delivery is agreed by   the Seller, by the Seller delivering the Goods to that place.

6.2 Specific   delivery times shall not be contractually binding and the Seller shall not be   liable for any delay in the delivery of the Goods however caused.  Time for delivery shall not be of the   essence of the Contract unless previously agreed by the Seller in   writing.  The Goods may be delivered by   the Seller in advance of the quoted delivery date upon giving reasonable   notice to the Buyer.

6.3 If the Seller   fails to deliver the Goods (or any installment) for any reason other than any   cause beyond the Seller’s reasonable control or the Buyer’s fault, and the   Seller is accordingly liable to the Buyer, the Seller’s liability shall be   limited to the excess (if any) of the cost to the Buyer (in the cheapest   available market) of similar goods to replace those not delivered over the   price of the Goods.

6.4 If the Buyer   fails to take delivery of the Goods or fails to give the Seller adequate   delivery instructions at the time stated for delivery (otherwise than by   reason of any cause beyond the Buyer’s reasonable control or by reason of the   Seller’s fault) then, without prejudice to any other right or remedy   available to the Seller, the Seller may:

6.4.1                store the Goods until actual   delivery and charge the Buyer for the reasonable costs (including insurance)   of storage;

6.4.2                sell the Goods at the best   price readily obtainable and (after deducting all reasonable storage and   selling expenses) account to the Buyer for the excess over the price under   the Contract or charge the Buyer for any shortfall below the price under the   Contract.

 

7.0 Risk and   property

7.1 Risk of damage   to or loss of the Goods shall pass to the Buyer:

7.1.1                in the case of Goods to be   delivered at the Seller’s premises at the time when the Seller notifies the   Buyer that the Goods are available for collection; or

7.1.2                in the case of Goods to be   delivered otherwise than at the Seller’s premises, at the time of delivery   or, if the Buyer wrongfully fails to take delivery of the Goods, the time   when the Seller has tendered delivery of the Goods.

7.2 Notwithstanding   delivery and the passing of risk in the Goods, or any other provision of   these Conditions, the property in the Goods shall not pass to the Buyer until   the Seller has received in cash or cleared funds payment in full of the price   of the Goods and all other goods agreed to be sold by the Seller to the Buyer   for which payment is then due.

 

7.3 Until such time   as the property in the Goods passes to the Buyer, the Buyer shall hold the   Goods as the Seller’s fiduciary agent and bailee, and shall keep the Goods   separate from those of the Buyer and third parties and properly stored,   protected and insured and identified as the Seller’s property, but the Buyer   shall be entitled to resell or use the Goods in the ordinary   course of its business.

7.4 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), the Seller shall be entitled at   any time to require the   Buyer to deliver up the Goods to the Seller 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.

7.5 The Buyer shall not be entitled to pledge or in any way charge by way of security for any   indebtedness any of the Goods which remain the property of the Seller, but if the Buyer does so, all   monies owing by the Buyer to the Seller shall (without prejudice to any other  right or remedy of the Seller) forthwith become due and payable.

 

8.0 Warranties and liability

8.1 Subject to the   conditions set out below, the Seller warrants that the Goods will correspond   with their specification at the time of delivery and will be free from defects in material and   workmanship for a period of 12 months from the date of delivery.

8.2 The above warranty is given by the Seller subject to the following conditions:

8.2.1 the Seller shall be under no liability in respect of any defect arising from fair wear   and tear, willful damage, negligence, abnormal working conditions, failure to follow the Seller’s   instructions, misuse or alteration or repair of the Goods without the   Seller’s approval;

8.2.2 the Seller  shall be under no liability under the above warranty (or any other warranty,   condition or guarantee) if the total price of the Goods has not been paid by   the due date for payment;

8.2.3 the above warranty does not extend to parts, materials or equipment not manufactured by   the Seller, in respect of which the Buyer shall not be entitled to the   benefit of any such warranty   or guarantee as is given by the manufacturer to the Seller.

8.3 Subject as  expressly provided in these Conditions, and except where the Goods are sold   to a person dealing as a consumer (within the meaning of the Unfair ContractTerms Act 1977), all   warranties, conditions or other terms implied by statute or common law are   excluded to the fullest extent permitted by law.

8.4 Where the Goods   are sold under a consumer transaction (as defined by the Consumer   Transactions (Restrictions on Statements) Order 1976) the statutory rights of  the Buyer are not   affected by these Conditions.

8.5 Any claim by the   Buyer which is based on any defect in the quality or condition of the Goods   or their failure to correspond with specification or a discrepancy in the   quantity supplied, shall (whether or not delivery is refused by the Buyer) be   notified to the Seller within 10 days from 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.

8.6 Where any valid claim in respect of any of the Goods which is based on any defect in the quantity   or condition of the Goods or their failure to meet specification is notified  tothe Seller in accordance with these Conditions, the Seller shall be entitled to replace the   Goods (or the part in question) free of charge or, at the Seller’s sole discretion,   refund to the Buyer the price   of the Goods (or a proportionate part of the price), but the Seller shall   have no further liability to the Buyer.

8.7 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 any implied warranty, condition or other term, or any duty at common law, or under the express terms of the Contract,   for any indirect, special or consequential loss or damage (whether caused by   the negligence of the Seller, its employees or agents or otherwise) which   arise out of or in connection with the 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 expressly provided in these Conditions.

8.8 The Seller shall   not be liable to the Buyer or be deemed to be in breach of the Contract by   reason of any delay in performing, or any failure to perform, any of the   Seller’s obligations in relation to the Goods, if the delay or failure was   due to any cause beyond the Seller’s reasonable control.  Without being prejudice to the generality   of the foregoing, the following shall be regarded as causes   beyond the Seller’s reasonable control:

8.8.1                Act of God, explosion, flood,   tempest, fire or accident;

8.8.2                war or threat of war,   sabotage, insurrection, civil disturbance, terrorism or requisition;

8.8.3                acts, restrictions,   regulations, bye-laws, prohibitions or measures of any kind on the part of   any governmental, parliamentary or local authority;

8.8.4                import or export regulations   or embargoes;

8.8.5                strikes, lock-outs or other   industrial actions or trade disputes (whether involving employees of the Seller   or of a third party);

8.8.6                difficulties in obtaining raw   materials, labour, fuel, parts or machinery;

8.8.7                power failure or breakdown in   machinery.

 

9.0 Insolvency of   buyer

9.1 This clause   applies if:

9.1.1                the Buyer makes any voluntary   arrangement with its creditors or (being an individual or firm) becomes   bankrupt or (being a company) becomes subject to an administration order or   goes into liquidation (otherwise than for the purposes of amalgamation or   reconstruction; or

9.1.2                an encumbrance takes   possession, or a receiver is appointed, of any of the property or assets of   the Buyer; or

9.1.3                the Buyer ceases, or threatens   to cease, to carry on business; or

9.1.4                the Seller reasonably   apprehends that any of the 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 other right or remedy available to the Seller,   the Seller 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 or   arrangement to the contrary.

 

10. Export terms

10.1 In these   Conditions ‘Inco terms’ means the international rules for the interpretation   of trade terms of the International Chamber of Commerce as in force at the   date when the Contract is made.  Unless   the context otherwise requires, any term or expression which is defined in or   given a particular meaning by the provisions of Inco terms shall have the same meaning in these Conditions, but if there is any conflict between the provisions of Inco   terms and these Conditions, the latter shall prevail.

10.2 Where the Goods   are supplied for export from the United Kingdom, the provisions of   this clause 11 shall (subject to any special terms agreed in writing between the Buyer and the Seller)   apply notwithstanding any other provision of these Conditions.

10.3 The Buyer shall   be responsible for complying with any legislation or regulations, including,   without limitation, governing the importation and sale of the Goods into the   country of destination and   for the payment of any duties on them.

10.4 Unless otherwise agreed in writing between the Buyer and the Seller, the Goods shall   be delivered on an ex works basis to the Buyer and where the Seller agrees to  deliver the Goods otherwise than at the Seller’s   premises, the Buyer shall in addition pay the Seller’s charges for transport, packaging and insurance.

10.5 The Buyer shall be responsible for arranging for testing and inspection of the Goods at the   Seller’s premises before shipment.  The   Seller shall have no liability for any claim in respect of any defect in the Goods which   would be apparent on inspection and which is made after shipment, or in   respect of any damage during transit.

10.6 Payment of all amounts due to the Seller shall be made by irrevocable letter of credit opened by the Buyer in favour of the Seller and confirmed by a bank acceptable to the Seller to be notified by the Seller to the Buyer.

10.7 The Buyer  undertakes not to offer the Goods for resale outside the country to which the   goods are to be delivered pursuant to clause 10.4 or if there is no place for   delivery other than the Seller’s works outside the country notified by the   Buyer to the Seller as the country in which the Goods are to be sold or any   other country notified by the Seller to the Buyer at or   before the time the Buyer’s order is placed, or to sell the Goods to any   person if the Buyer knows or has reason to believe that that person intends   to resell the Goods in breach of this clause.

 

11.0 General

11.1 Any notice   required or permitted to be given by either party to the other under these   Conditions shall be in writing, addressed to that other party at its   registered office or principal place of business or such other address as may   at the relevant time have been notified pursuant to this provision to the   party giving the notice.

11.2 No waiver by   the Seller of any breach of the Contract by the Buyer shall be considered as   a waiver of any subsequent breach of the same or any other provision.

11.3 If any   provision of these conditions is held by any competent authority to be   invalid or unenforceable in whole or in part, the validity of the other   provisions of these

Conditions and the   remainder of the provision in question shall not be affected.

 

11.4 The Contract   shall be governed by the laws of England, and the Buyer agrees to   submit to the non-exclusive jurisdiction of the English courts.