ACA Print Finishing and Packaging Solutions Ltd - Terms and conditions of trading.
1.1 These terms and conditions (“the Conditions”) supersede any terms and conditions of the Buyer and shall not be superseded, varied or waived other than by the express written consent of the Seller.
1.2 In the Conditions the following definitions shall apply:
(a) Buyer means the party contracting with the Seller to acquire the Work;
(b) Seller means ACA Press Cutters Ltd.;
(c) Work means all goods and services;
1.3 Any order or request for Work by the Buyer to the Seller shall be conclusive proof of the Buyer’s acceptance of the Conditions.
2.1 The Seller shall have no liability for failure to deliver the Work (or any part of it) promptly. Notwithstanding such failure the Buyer shall be bound to accept delivery and to pay for the Work in full whenever that delivery shall be tendered.
2.2 The Buyer shall make all arrangements necessary to take delivery of the Work including off-loading further transportation and storage whenever tendered for delivery.
2.3 The Seller may deliver the Work by separate instalments. Each separate instalment shall be invoiced and paid for in accordance with the Conditions. The failure of the Buyer to pay for any one or more of the said instalments on the due dates, shall entitle the Seller (at its sole option) without notice to suspend further deliveries of Work pending payment by the Buyer and/or treat this contract as repudiated by the Buyer.
2.4 Delivery requirements other than in accordance with clause 2.2 including expedited delivery, difficult access and significant distance from vehicular access shall entitle the Seller to make additional charges.
3.1 Estimates based on the Seller’s current costs of production and, unless otherwise agreed in writing, are subject to amendment to meet any rise or fall in such costs that occur prior to delivery.
3.2 Estimates are given exclusive of all taxes and the Buyer will pay (in addition to the price) all VAT and other taxes applicable.
3.3 All Work carried out shall be chargeable.
3.4 Unless credit facilities have been agreed in accordance with clause 4 payment shall
become due prior to delivery of the work and the seller may, at its absolute discretion, require
part of full payment in advance to starting the work.
3.5 The Buyer shall indemnify the Seller from and against all legal and other costs and fees incurred by or on behalf of the Seller in connection with the collection of any outstanding indebtedness owed by the Buyer to the Seller.
4. Credit Facilities:
4.1 If credit facilities are granted by the Seller payment is due within 60 days of the date of invoice unless specifically otherwise agreed in writing. If any invoice remains unpaid by the due date interest and other charges will apply in accordance with section 5A and/or section 6 of the Late Payment of Commercial Debt (Interest) Act 1998 as amended and in addition all invoices (including those not otherwise then due for payment) shall become due and payable immediately and in any event all costs reasonably incurred by the Seller in collecting payment of any invoices shall be payable by the Buyer.
4.2 Credit facilities shall only be granted to applicants who satisfy the Seller’s criteria from time to time applicable. Such facilities will be withdrawn by the Seller at any time without notice and without giving reasons in which event all invoices (whether or not otherwise due and payable) shall become due and payable immediately.
5. Materials Supplied or Specified by the Buyer:
5.1 Quantities of materials supplied by the Buyer shall be adequate to cover normal spoilage and any costs incurred as a result of shortages, including re-starting jobs and duplicating masters will be chargeable.
5.2 Risk and Storage.
All property supplied to the Seller by or on behalf of the Buyer shall, while it is in the Seller’s possession or in transit to or from the Seller, be deemed to be at the Buyer’s risk unless otherwise agreed in writing.
5.3 Finished Goods.
Risk in the Work and all goods delivered in connection with it shall pass to the Buyer on despatch.
6. Quality checking.
6.1 The Work is undertaken by the Seller on the basis that printed sheets will be provided, diligently checked by the Buyer and approved prior to the Work and the Seller shall not be liable for any errors (including errors introduced by the Seller) not corrected by the Buyer where the Buyer has provided the printed sheets.
6.2 Alterations required by the Buyer (except to the extent caused by the default of the Seller) and additional work necessitated thereby shall be chargeable.
6.3 Where the Buyer waives any requirement to examine finished Work the Seller shall not be liable for any errors in the finished Work and shall be indemnified by the Buyer against all resulting losses.
6.4 The Seller may at any time change the specification of the Work as required to comply with any applicable safety or statutory requirements or which do not materially impair the function of the Work.
6.5 All implied and express terms, conditions and warranties relating to quality and/or fitness for purpose of the Work are excluded whether made by the Seller or its servants or agents or otherwise.
7. Acceptance of Goods:
7.1 The Buyer shall be deemed to have accepted the Work upon delivery. The Buyer shall inspect all the Work within 48 hours of delivery and shall within 72 hours notify the Sellers Quality Control Department in writing of any defects or if the Work is not in accordance with the contract.
7.2 In the case of damage, delay or loss of Work in transit or of non-delivery the Buyer shall so notify the Seller and the carrier within 72 hours of delivery (or, in the case of non-delivery, within 72 hours of notification of despatch) and any claim must be made in writing to the Sellers Quality Control Department and the carrier within 5 days of delivery (or, in the case of non-delivery, within 7 days of notification of despatch).
7.3 If the Buyer properly rejects any Work which is not in accordance with the contract or is defective the Buyer shall nonetheless pay in full for all Work unless the Buyer promptly notifies the Seller of such rejection in accordance with clause 7.1 and returns all such Work to the Seller within 14 days of delivery (in each case time being of the essence).
7.4 The Seller shall not be liable in respect of any claims for damage, delay or loss of Work in transit or of non-delivery unless the Buyer promptly notifies the Seller in accordance with clause 7.2 and returns all such Work (except in the case of non-delivery) to the Seller within 14 days of delivery (in each case time being of the essence).
8. General Exclusion and Limitation:
8.1 The Seller shall be under no liability whatsoever to the Buyer for any consequential or indirect loss and/or expense (including loss of turnover and profit) suffered by the Buyer arising out of a breach of this contract or negligence by the Seller.
8.2 In the event of a breach of this contract or negligence by the Seller the remedies of the Buyer shall be limited to damages. Under no circumstances shall the liability of the Seller exceed the price of the Work.
8.3 The Seller shall be under no liability whatever in respect of the following which are hereby expressly excluded, except insofar as such exclusions may be unlawful:
8.3.1 For copy, damage of any kind or nature, direct, indirect, consequential or contingent to personal property howsoever caused;
8.3.2 for any costs incurred by the Buyer without the prior written approval of the Seller to repair, replace, or carry out any work on any of the Work, defective or otherwise;
8.3.3 for any damage, losses and/or costs (including loss of Work or any delays, loss arising from delay or due to or incurred by way of labour supplies, substitute purchases, liabilities to customers and third parties and all other such losses of any nature) whether direct or indirect and whether or not resulting from or contributed to or aggravated by the default or negligence of the Seller, or its servants or agents or by any defect in the Work.
8.4 Where the Seller offers to replace defective Work the Buyer must accept such an offer unless it can show clear and reasonable cause for refusing to do so. If the Buyer opts to have the Work re-done by any third party without notifying the Seller in writing then the Buyer automatically revokes his right to any remedies from the Seller including but not limited to the right to a credit/refund of the price.
8.5 Where the Work is to be forwarded by or on behalf of the Buyer to a third party for further processing the Buyer will inspect and approve the Work (and will be deemed to have so inspected and approved it) prior to forwarding and the Seller shall not be liable for claims arising subsequent to the third party’s processing.
9. Force Majeure:
The Seller shall not be liable for any claims, costs, damages or other losses suffered by the Buyer to the extent resulting from any failure on the part of the Seller, its servants and/or agents caused by or directly or indirectly due to war, terrorism, act of any Government or other competent authority, civil unrest, embargo, computer system failure, storm, fire, accident, industrial action including strikes or lockouts, acts of God, illness, prevention from or hindrance in obtaining raw materials, energy or other supplies, or any other similar cause or matter beyond the reasonable control of the Seller.
10. Rights of Third Parties:
It is acknowledged and agreed by the Buyer that the Conditions are not intended to be and shall not be enforced by any person other than the Buyer.
11. Data Protection:
11.1 The Buyer warrants to the Seller that it has the absolute right to provide the personal data (if any) contained in materials supplied to the Seller in accordance with this contract and will indemnify the Seller from and against all claims, costs and expenses arising from any breach of this warranty or data protection legislation by the Buyer (including the cost of complying with any requests for information by third parties).
11.2 Any personal data may be stored by the Seller in providing its services to the Buyer but it is the practice of the Seller to destroy such data on completion of the contract.
This contract is subject to the Laws of Scotland and the non-exclusive jurisdiction of the Scottish Courts.
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