CONDITIONS OF SALE
These conditions are the only conditions upon which Croft Printing Ltd. (“Croft”) is prepared to deal with its customers (“the Customer”) and they shall govern contracts between Croft and the Customer to the entire exclusion of any other express or implied conditions.
(i) Croft warrants that printed materials and other goods supplied by Croft to the Customer (“the Goods”) should at the time of delivery be free from defects in workmanship and materials. If any Goods do not conform to this warranty Croft will at its option:-
(a) replace the Goods found not to conform to the warranty; or
(b) take such steps as Croft deems necessary to bring the goods into a state whether they are free from defects; or
(c) take back the Goods found not to conform to the warranty and refund the appropriate part of the purchase price;
Provided that performance of any one of the above options shall constitute an entire discharge of Croft’s liability under this warranty.
(ii) The warranty in paragraph (i) is conditional upon:-
(a) the Customer giving written notice to Croft of the alleged defects in the goods within [two] days of the time when the Customer discovers or ought to have discovered the defects and in any event within [fourteen days] of delivery of the goods; and
(b) the Customer affording Croft a reasonable opportunity to inspect the Goods.
(iii) Save as provided in paragraph (i) of this condition:-
(a) except as against Customers who deem as consumers, all conditions and warranties express or implied as to the quality or fitness for purpose of any of the Goods are hereby expressly excluded; and
(b) Croft shall be under no liability for any loss or damage (whether direct, indirect or consequential) howsoever arising which may be suffered by the Customer.
(iv) In the event that, notwithstanding the foregoing provisions of this condition, Croft is found liable for any loss or damage suffered by the Customer, that liability shall in no event exceed the purchase price of the Goods and shall not include any liability for loss of profits or other consequential loss.
(i) Unless otherwise agreed in writing the Customer shall pay for the Goods by cash on delivery. Where a contract is designated by Croft as a credit sale, payment will be made by the Customer not later than the [30th] day from the date upon which Croft’s invoice is despatched to the Customer.
(ii) If any payment is overdue, interest will be chargeable thereon as well after as before judgment on a day to day basis at an annual rate of 4% above Lloyds Bank plc’s base rate from time to time, until the sum due is paid.
(iii) Where any sum owed by the Customer to Croft under this or any other contract is overdue, Croft may withhold any deliveries of the Goods until arrangements as to payment or credit have been established which are satisfactory to Croft or Croft may cancel the contract.
Alterations from the original copy on.and after the first proof including alterations in style will be charged extra. Croft does not accept any liability or responsibility for any errors in proofs which have been passed by the Customer.
(i) Delivery of each consignment of the Goods shall be made to the place and in the manner designated by the Customer when placing the order.
(ii) Unless otherwise expressly agreed in writing, any delivery times specified by Croft are business estimates only and Croft will not be liable to the Customer for any loss or damage sustained by the Customer as a result of any delay in delivery or despatch of the Goods [where such delay is caused by lack of instructions from the Customer or any other cause beyond Croft’s reasonable control].
(iii) If the Customer (being a company) shall be wound up or if a receiver is appointed or if a petition for the appointment of an administrator is presented or (being an individual or partnership) shall suspend payment or propose to enter into any composition with creditors or become unable to pay its debts or suffer a bankruptcy order, then Croft may without prejudice to any other right rescind the contract or suspend or cancel delivery or recover possession of any goods for which payment in full has not been received.
6. Risk and Property
(i) The risk in the Goods shall pass to the Customer upon delivery of Goods to the Customer or to any carrier acting on behalf of the Customer.
(ii) The property in the Goods shall not pass to the Customer until the full price of the Goods and any goods which are the subject of any other contract between the Customer and Croft is paid in full in cash or cleared funds.
(iii) Until such time as the full price of all such goods has been paid, they shall be held by the Customer in a fiduciary capacity and they shall be handed over to Croft on demand and Croft shall be entitled to retake possession of them without prejudice to any of its other rights against the Customer and Croft is granted a licence to enter into the Customer’s premises for the purpose of recovering the goods.
7. Copyright infringement
The Customer shall indemnify Croft against any claims, costs or liabilities suffered by Croft arising out of materials or copy provided by the Customer infringing any copyright, design right or trade mark.
Contracts are not subject to cancellation without Croft’s written consent. Where cancellation is accepted, Croft shall, in addition to any express terms of acceptance or cancellation, be entitled to reimbursement of any costs incurred by Croft in connection with the contract.