Terms and Conditions
1. Basis of Supply
1.1 In these conditions "GBC" shall mean Great Branding Limited or any of its associated or subsidiary companies and "Buyer" means the person or body who accepts GBC's quotation for the supply of goods and/or services or whose order is accepted by GBC.
1.2 The supply of goods and/or services ("the supply") to the Buyer shall be in accordance with GBC’s written quotation or the Buyer’s written order subject in either case to these conditions.
1.3 No variation to these conditions shall bind the parties unless they agree in writing.
1.4 GBC's employees or agents are not authorized to make any oral representations concerning the supply.
1.5 GBC shall not be liable for any oral advice or recommendation given by GBC to the Buyer concerning the supply.
1.6 All goods supplied Ex-works
2. Orders and Specifications
2.1 GBC shall not be deemed to have accepted the Buyer's order unless GBC has accepted it in writing.
2.2 The Buyer is responsible for ensuring the accuracy of the Buyer's order. .
2.3 The Buyer will indemnify GBC against any liability for infringement of the intellectual property rights of any third party which may result from the supply.
2.4 GBC may alter any specification provided by the Buyer to conform with any statutory requirements provided this does not materially affect the quality or performance of the supply.
2.5 Cancellation by the Buyer will only be accepted on terms that the Buyer will indemnify GBC against all loss thus incurred by GBC.
2.6 GBC reserves the right to submit proofs to the Buyer for approval. Once approved any alterations will be at the Buyer's cost.
2.7 Any original designs, screens or positives ("Originals") produced by GBC will remain GBC's property. The cost of such originals will be charged extra. Such originals will be retained by the seller for six (6) calendar months after delivery of the Buyer's order. If the Buyer places a further order after the expiry of 6 months GBC reserves the right to make an additional charge for the supply of Originals.
2.8 Where the Buyer is to supply materials goods or equipment ("Customers Property") to GBC such customers property will be held by GBC at the Buyer’s sole risk. Further, GBC will not be liable to the Buyer for any imperfections in the finished product arising out of imperfections in the artwork/reference material supplied.
2.9 GBC shall be entitled to publish or display the Buyer's designs or logos on GBC’s premises or in GBC’s literature.
3. Price of the Supply
3.1 The price will either be GBC's quoted price or where no price has been quoted the price listed in GBC's price list at the date of acceptance. All quoted prices are valid for thirty days only.
3.2 If the cost of the supply to GBC increases before GBC's acknowledgement of an order due to factors beyond GBC’s control GBC may increase the price accordingly.
3.3 Unless otherwise agreed all prices given by GBC are on an ex works basis and, where GBC agrees to deliver the supply other than at GBC's premises, the Buyer will pay GBC's charges for transport.
3.4 Prices quoted exclude value added tax which the Buyer shall pay in addition.
3.5 Alterations at the Buyer's request made after GBC has accepted the Buyer's order will be charged extra.
3.6 If GBC produces samples or proofs for the Buyer the Buyer will pay extra for them.
4. Terms of Payments
4.1 Payment is due as stated on the invoice covering each transaction or as previously agreed by GBC.
4.2 If no such agreement exists the Buyer will pay for the supply on placement of an order for such supply.
4.3 If the Buyer fails to pay for the supply within the time limited in 4.1 above then in addition to its other rights GBC may cancel the contract and suspend any further deliveries and charge the Buyer interest on the outstanding amount at the base rate +2% from time to time.
5. Delivery
5.1 Unless GBC has agreed in writing to deliver the supply elsewhere the Buyer will collect the supply from GBC's premises when GBC notifies the Buyer that the supply is ready for collection.
5.2 Delivery dates are approximate only and GBC shall not be liable for delay. Time for delivery will not be of the essence unless so agreed in writing.
5.3 GBC may deliver up to 5% more or less than the ordered quantity without adjusting the price and the quantity so delivered shall be deemed to be thequantity ordered.
5.4 If the supply is to be delivered by instalments each delivery will constitute a separate contract. If GBC fails to deliver one or more of the instalments the Buyer shall not be entitled to repudiate the whole contract.
5.5 GBC's liability for damages for non-delivery shall be limited to the difference in price between that part of the supply not delivered and the cost to the Buyer of replacing in the cheapest available market.
6. Risk and Title
6.1 Risk of damage to or loss of the supply will pass to the Buyer at the time that the supplier collects or, where GBC is to deliver the supply to the Buyer, at the time when GBC makes delivery.
6.2 All goods supplied to the Buyer shall remain the sole and absolute property of the seller as legal and equitable owner until such time as the Buyer shall have paid to the seller the agreed price.
6.3 Until such payment the Buyer shall be in the possession of the goods solely as bailee for the seller and in a fiduciary capacity and shall store the goods seperately and in such a way as to enable them to be readily identifiable as the property of the seller.
6.4 Until property in the supply passes to the Buyer the seller shall be entitled to call for the return forthwith of any goods or product constituting the supply and in default to enter the Buyer's or any third party's premises in order to repossess such goods or products.
7. Exclusions
7.1 GBC shall not be liable for any defect in the supply arising from any drawing design or specification supplied by the Buyer.
7.2 GBC shall not be liable for any defect or damage caused by the Buyer.
7.3 Save as provided in these conditions and except where the supply consists of goods sold under a Consumer Sale (as defined by the Act 1979) or services supplied under a Consumer Supply (as defined by the supply of Goods and Services Act 1982) all warranties, conditions or other terms implied by statute or common law are excluded to the fullest extent permitted by law.
7.4 Where the supply constitutes a Consumer Sale or Consumer Supply the Buyer's statutory rights are not affected by these conditions.
7.5 The Buyer must notify GBC of any shortages or defects within seven days of delivery and return any defective goods to GBC within 14 days of delivery.
7.6 If the Buyer notifies GBC of valid defect GBC's liability shall be limited (at GBC's sole discretion) to the replacement of the supply or the refund of the price.
7.7 Save as expressly provided in these conditions or in respect of death or personal injury caused by GBC’s negligence GBC shall not be liable to the Buyer for any consequential loss or damage arising out of the supply or the use or resale by the Buyer of any goods or product constituting the supply.
7.8 GBC shall not be liable to the Buyer for any delay or failure in performance of GBC's obligations which occurs for reasons outside GBC’s reasonable control.
8. Insolvency and Default of Buyer
8.1 If the Buyer enters into a deed of arrangement or commits an act of bankruptcy or compounds with his creditors or if a receiving order is made against him or if an order is made or a resolution is passed for the winding up of the Buyer or if a receiver is appointed of any of the Buyer's assets or undertaking or if the Buyer takes or suffers any similar or analogous action in consequence of debt or commits any breach of this or any other contract between the Seller and the Buyer GBC may without prejudice to any of its other rights stop any goods in transit .and/or suspend further deliveries and/or determine the rights of the Buyer under condition 6.2 and/or by notice in writing to the Buyer determine the Contract.
9. General
9.1 If any provision of these conditions is held to be wholly or partly invalid or unenforceable the validity of the other provisions of these conditions shall not thereby be affected.
9.2 Any dispute arising under or in connection with the conditions or the Supply shall be referred to arbitration by a single arbitrator appointed in default of agreement by the president for the time being of the Chartered Institute of Arbitrators.
9.3 The contract shall be governed by the Laws of England.
9.4 Any notice under these conditions shall be written and serviced at the registered office or principle place of business of the part being served.