Terms and Conditions (v28.08.07)
These terms and conditions shall apply to all contracts entered into by the Seller (as hereinafter defined) and unless otherwise agreed by the Seller in writing shall apply to all orders placed with the Seller. Any stipulation or conditions contained or in any way qualify or negate the same shall be deemed to be inapplicable to any order placed with the Seller unless expressly agreed to by the Seller in writing when acknowledging the order in question.
2.1 In these terms and conditions the following terms shall have the following meanings unless the context otherwise requires:-
2.1.1 "the Seller" means Universal Services (GB) Ltd T/A Media Hut.
2.1.2 "the Buyer" means any person firm or Company placing an order with the Seller;
2.1.3 "the Goods" means any goods articles or things supplied by the Seller to the Buyer.
3.1 All disputes arising out of or in connection with this contract shall be governed by English Law.
3.2 Should the Buyer have concern regarding the quality of the goods or the quantity or the delivery the Seller must be notified in writing within 7 days of the Buyer receiving the goods.
4.1 The price charged for the Goods will be that ruling on the date of despatch and will not include Value Added Tax or other Government duty or tax as applicable on such date of despatch. The Seller reserves the right to alter its price list at any time without notice.
5.1 Where the Buyer does not have a credit arrangement with the Seller payment is due with order or if agreed with the Seller when the Buyer receives the Goods.
5.2 Where the Buyer has a credit arrangement with the Seller payment is due on or before the payment due date as shown on the Sellers invoice.
5.3 If the Buyer does not pay by the due date as shown on the invoice the Seller will apply interest and compensation to the overdue balance as provided in the Late Payment of Commercial Debts (Interest) Act 1998 together with costs of recovery including but not limited to Court fees, legal fees, and disbursements.
6. DELIVERY AND QUANTITY
6.1 The Seller shall have the right to cancel or delay delivery of the Goods if it is prevented from or delayed in manufacturing or delivering by normal route or means of delivery through any circumstances beyond its control.
6.2 The Seller shall have the right to reduce or increase the quantity of Goods in any one consignment to fulfill an order within a plus or minus range of 10%.
6.3 Time is not the essence of the contract and any delivery dates quoted are to considered as estimates only.
6.4 It is the Buyers responsibility to ensure they provide the Seller with all materials and files as required for the completion of the job.
7. SELLER'S WARRANTIES
7.1 The Goods are warranted to accord with the usual specification under the licence system applicable to the Goods
7.2 All other warranties or conditions as to quality, description or fitness for purpose (express or implied by statute, trade, custom, trade practice, licence otherwise) are expressly excluded in so far as is reasonable.
7.3 The Buyer shall examine a reasonable sample of the Goods on delivery and shall on discovering any defect give immediate written notice to the Seller to enable the complaint to be investigated before the remainder of the consignment is used or returned. No liability shall attach to the Seller hereunder unless and until this procedure has been carried out.
8. SELLER'S LIABILITY
8.1 The Seller's total liability for any claim or claims by the Buyer arising from an act or default of the Seller (whether arising from the Seller's negligence or otherwise) shall not exceed the price of the Goods.
8.2 The Seller shall not be liable for any consequential or indirect loss suffered by the Buyer whether this loss arises from a breach of duty in contract or for and in any other way (including loss arising from the Seller's negligence). Non exhaustive illustrations of consequential or indirect loss would be:
8.2.1 Loss of Profits
8.2.2 Loss of Contract
8.2.3 Damage to property of the Buyer or anyone else, and
8.2.4 Personal injury to the Buyer or anyone else (but only in so far as such injury is not caused by the Seller's negligence).
8.3 No claim will be accepted if attributable to any of the following:
8.3.1 Defects in the Customers materials or Master or Artwork supplied
8.3.2 Damage in transit
8.3.3 Late delivery or non delivery of goods, and
8.3.4 Misuse of the Customer's materials.
9. TITLE AND RISK
9.1 Risk in the Goods shall pass to the Buyer when the Goods are delivered to, or collected by, the Buyer or its agent.
9.2 Notwithstanding risk in the Goods passing in accordance with Clause 9.1 hereof title in the Goods shall not pass to the Buyer until whichever shall be the first to occur of the following:-
9.2.1 Payment being received by the Seller for the Goods and no other amounts then being outstanding from the Buyer to the Seller in respect of other goods supplied by the Seller and;
9.2.2 The Buyer selling the Goods in which case title to the Goods shall be deemed to have passed to the Buyer immediately prior to delivery of the goods to the Buyer's customers.
9.3 Before title is passed to the Buyer under the terms of Clause 9.2 hereof and without prejudice to any of its other rights the Seller shall have the right to recover or resell the Goods or any part of them and may enter upon the Buyer's premises by its servants or agents for that purpose.
9.4 Until payment due under all contracts between the Buyer and the Seller has been made in full;
9.4.1 The Buyer shall hold the Goods upon trust for the Seller;
9.4.2 In the event of the sale or hire of the Goods by the Buyer he shall hold the proceeds of such sale or hire on trust for the Seller in a separate bank account opened by the Buyer for this purpose;
9.4.3 The Seller shall be entitled to trace all such proceeds of sale or hire charges received by the Buyer through any bank or other account maintained by the Buyer;
9.4.4 In the event of the sale or hire of the Goods by the Buyer in the ordinary course of its business the Buyer shall assign its rights to recover the selling price or hire charges from the third parties concerned to the Seller if required to do so in writing by the Seller.
9.5 As the insurable risk in the Goods shall pass to the Buyer as soon as the Goods are delivered to him or to his order and pending disposal the Buyer shall keep the Goods insured in the amount of the price at which the Goods were sold to the Buyer against all insurable risks.
9.6 If the Goods are destroyed by an insured risk prior to the same being paid for by the Buyer, the Buyer shall receive the proceeds of any such insurance as Trustee for the Seller.
10. COPYRIGHT AND BUYER'S WARRANTY
10.1 The Buyer warrants that it is the owner of the copyright in the subject matter of the Goods and if this is not the case it has been granted the necessary licence to procure the manufacture and sale of the copyright in the subject matter of the Goods and such manufacture and sale by the Seller will not infringe the rights of any third parties.
10.2 On request by the Seller the Buyer will produce proof of ownership of the copyright and/or the necessary licence granted by the Mechanical Copyright Protection Society or there such relevant body and pending such production the Seller reserves the right to cease manufacture of the goods.
10.3 The Buyer hereby fully and effectual indemnifies the Seller against any and all claims against it by any third party in respect of the use of copyright in the subject matter of the Goods.
10.4 The Buyer warrants that the Buyer's materials are free from and do not contain any defamatory actionable or criminal matter.
11.1 The Buyer may request cancellation of their order at any time prior to the Goods being manufactured by applying to the Seller in writing. The order is not canceled until the Buyer has received written acknowledgement of the cancellation from the Seller.
11.2 On cancellation of any order under the terms of Clause 11.1 the Seller will charge a cancellation fee of 15% of the value of the order and in addition any costs incurred by the Seller up to the date of the cancellation.
12.1 Each of these terms and conditions are to be treated as separate and independent.
12.2 If any Court finds that any of these terms and conditions fails under the requirements of reasonableness under the Unfair Contract Terms Act 1977 the Seller nevertheless excludes the relevant liability to the extent that the Court finds reasonable.
12.3 These terms and conditions shall have precedence over any conditions appearing on the Buyer's Order form or other documents emanation from the Buyer and any such conditions of the Buyer shall have no effect whatsoever unless expressly accepted in writing by the Seller.
12.4 The heading in these terms and conditions are for convenience only and are not intended to have any legal affect.
12.5 All orders are subject to acceptance by the Seller.
End of document.