1. Definitions
Seller means Fresh Graphic Solutions Ltd (registered in England and Wales under number 7035638), 4 The Workshop, Tolworth Close, Surbiton, Surrey, KT6 7EW.
Buyer means the person who buys or agrees to buy the goods from the Seller.
Conditions means the terms and conditions of sale as set out in this document and any special terms and conditions agreed in writing by the Seller.
Contract means the contract for the purchase and sale of the Goods.
Goods means the items which the Buyer agrees to buy from the Seller.
Price means the price for the Goods, excluding VAT and any carriage, packaging, and insurance costs.
Force Majeure has the meaning set out in clause 11.
2. Conditions
2.1 These Conditions shall form the basis of the contract between the Seller and the Buyer in relation to the sale of Goods, to the exclusion of all other terms and conditions including the Buyer’s standard conditions of purchase or any other conditions which the Buyer may purport to apply under any purchase order, confirmation of order, or any other document.
2.2 All orders for Goods shall be deemed to be an offer by the Buyer to purchase Goods from the Seller pursuant to these Conditions.
2.3 Acceptance of delivery of the Goods shall be deemed to be conclusive evidence of the Buyer’s acceptance of these Conditions.
2.4 These Conditions may not be varied except by the written agreement of the Seller.
2.5 These Conditions represent the whole of the agreement between the Seller and the Buyer. They supersede any other conditions previously issued.
3. Price
3.1 The price of the Goods shall be the Seller’s quoted price. 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.
3.2 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 due to any factor beyond the control of the Seller (such as foreign exchange fluctuations, 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 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.
3.3 Except as otherwise expressly agreed, all prices are given by the Seller exclusive of delivery to the Buyer’s premises.
3.4 The price is exclusive of any applicable value-added tax, which the Buyer shall be additionally liable to pay to the Seller.
4. Payment and Interest
4.1 Payment of the Price and VAT shall be due within 30 days of the date of the Seller’s invoice.
4.2 The Seller reserves the right to stipulate that immediate payment in full be made by the Buyer before production, collection, or delivery of the Goods.
4.3 Interest on overdue invoices shall accrue from the date when payment becomes due, calculated on a daily basis until the date of payment at the rate of 4% per annum above the Bank of England base rate from time to time in force. Such interest shall accrue after as well as before any judgment.
4.4 The Buyer shall pay all accounts in full and not exercise any rights of set-off or counter-claim against invoices submitted by the Seller.
5. Goods
5.1 The Goods are described in the Schedule, Quote, Invoice, or any other such correspondence between the Seller and the Buyer.
5.2 The Seller reserves the right to amend or change the specification of the Goods if required by any applicable statutory or regulatory requirements.
6. Warranties
6.1 The Seller warrants that at the time of delivery, the Goods shall:
6.1.1 Conform with their description; and
6.1.2 Be of satisfactory quality within the meaning of the Sale of Goods Act 1979.
6.2 The Seller does not provide any warranty that the goods are fit for the Buyer’s purpose, and the Buyer must satisfy themselves of their fitness for any intended use.
7. Delivery of the Goods
7.1 Delivery of the Goods shall be made to the address provided by the Buyer. The Buyer shall make all arrangements necessary to take delivery of the Goods.
7.2 The Seller undertakes to use its reasonable endeavours to despatch the Goods on an agreed delivery date but does not guarantee to do so.
7.3 The Seller shall not be liable to the Buyer for any loss or damage arising directly or indirectly from the late delivery or short delivery of the Goods.
7.4 If the Buyer fails to take delivery of the Goods on the agreed delivery date or, if no specific delivery date has been agreed, when the Goods are ready for despatch, the Seller shall be entitled to store and insure the Goods and to charge the Buyer the reasonable costs of so doing.
8. Acceptance of the Goods
8.1 The Buyer shall be deemed to have accepted the Goods 24 hours after delivery to the Buyer.
8.2 The Buyer shall carry out a thorough inspection of the Goods within 24 hours and give notice in writing to the Seller if the Goods do not comply with the warranty. The Buyer must return the Goods at their own cost, and the Seller shall, at its option, repair or replace any defective Goods or refund their price.
8.3 Once the Buyer has accepted or is deemed to have accepted the Goods, they shall not be entitled to reject them.
9. Title and Risk
9.1 Risk shall pass on collection or delivery of the Goods to the Buyer’s provided address.
9.2 Title in the Goods shall remain with the Seller until full payment is received.
9.3 Until title passes, the Buyer shall store and mark the Goods as the property of the Seller.
9.4 The Seller may repossess the Goods before title passes.
10. Carriage of Goods
Carriage will be chargeable on all sales, varying according to weight and delivery address.
11. Force Majeure
11.1 The Seller shall not be liable for delays or failures due to Force Majeure events.
11.2 If a Force Majeure Event prevents delivery for more than four weeks, the Seller may terminate the contract.
12. Limitation of Liability
12.1 Nothing in these Conditions shall limit the Seller’s liability for personal injury, fraud, or statutory breaches.
12.2 The Seller shall not be liable for indirect or consequential loss, and liability shall not exceed the contract price.
13. General
13.1 Notices must be in writing and delivered personally or by post, courier, fax, or email.
13.2 No waiver shall be effective unless in writing.
13.3 This Contract does not establish a partnership or agency.
13.4 Third parties have no rights to enforce this Contract.
13.5 This Contract constitutes the entire agreement.
13.6 Variations must be in writing and signed by the Seller.
13.7 This Contract is governed by English law.
13.8 The courts of England and Wales shall have exclusive jurisdiction over disputes.