“Customer” means the person who accepts a quotation of the Company for the sale of the Goods or whose order for the Goods is accepted by the Company.
“Goods” means the goods the Company is to supply in accordance with these Conditions. “Company” means THE GRAPHIC MILL LTD (registered in England under number 07746719).
“Conditions” means the standard terms and conditions of sale set out in this document and (unless the context otherwise requires) includes any special terms and conditions agreed in writing between the Customer and the Company.
“Contract” means the contract for the purchase and sale of the Goods or the supply of services which shall incorporate these conditions.
“Writing” includes letter, cable, facsimile transmission, email and comparable means of communication.
“Deposit” means an amount separate from the Price which the Company may require to be deposited with the Company as required until the Goods are satisfactorily returned to the Company in accordance with Condition 15 (Additional Conditions of Hire Contract)
“Delivery Address” means the address stated on the order or as otherwise to the Company by the Customer in writing
“Hirer” shall mean the person or company who hires the Goods from the Company and in doing so agrees to the Conditions
“Price” means the cost of the hire of the goods and/or supply of services agreed upon at the time of quotation
1.2 Any reference in these Conditions to any provision of a statute shall be construed as a reference to that provision as amended, re-enacted or extended at the relevant time.
1.3 The headings in these Conditions are for convenience only and shall not affect their interpretation.
- Basis of the contract
2.1 The Contract shall only become effective when any order placed by the Customer is expressly accepted by the Company. Every order must identify an applicable Customer purchase order number without which the order many not be accepted by the Company.
2.2 These conditions shall apply to the Contract to the exclusion of any other terms and conditions on which the order is made or purported to be made.
2.3 Any order will lapse unconditionally unless expressly accepted by the Company within 14 days of its date.
- Orders and specifications
3.1 No order submitted by the Customer shall be deemed to be accepted by the Company unless and until confirmed by the Company’s authorised representative.
3.2 The Customer shall be responsible to the Company for ensuring the accuracy of the terms of any order (including any applicable specification) submitted by the Customer and for giving the Company any necessary information relating to the Goods within a sufficient time to enable the Company to perform the Contract in accordance with its terms. Where an order is placed by computer-readable file the Customer will supply with any order or upon request a visual layout of the desired end product. In the absence of a visual the Company accepts no responsibility for any incorrect interpretation of the Customer’s requirements.
3.3 The quantity, quality and description of and any specification for the Goods shall be those set out in the Company’s quotation (if accepted by the Customer)or the Customer’s order (if accepted by the Company).
3.4 If the Goods are to be manufactured or any process is to be applied to the Goods by the Company in accordance with a specification submitted by the Customer the Customer shall indemnify the Company against all loss damages, costs and expenses awarded against or incurred by the Company in connection with or paid or agreed to be paid by the Company in settlement of any claim of infringement of any patent, copyright, design, trade mark or other industrial or intellectual property rights of any other person which results from the Company’s use of the Customer’s specification.
3.5 The Company reserves the right to make any changes in the specification of the Goods which are required to conform with any applicable safety or other statutory requirements or, where the Goods are to be supplied to the Company’s specification, which do not materially affect their quality or performance.
3.6 No order which has been accepted by the Company may be cancelled by the Customer except with the agreement in Writing of the Company and the Customer shall indemnify the Company in full against all loss (including loss of profit) costs (including the cost of all labour and materials used), damages, charges and expenses incurred by the Company as a result of any cancellation. Without prejudice to the generality of the foregoing, should the Customer purport without the agreement in Writing of the Company to cancel any order which has been accepted by the Company or refuse to accept delivery of any of the Goods such action shall constitute a breach of the agreement and, at the option of the Company, the Company shall be entitled to require the Customer to pay to the Company by way of liquidated damages an amount equivalent to 50% of the invoice value of the order so purported to be cancelled or 50% of the invoice value of the Goods delivery of which is so refused (as the case may be). In the event of the Company so requiring the Customer shall pay such amount to the Company (without any deduction) within 7 days of receiving from the Company written notification of the amount required to be paid. The Company and the Customer hereby agree that such amount represents a genuine pre-estimate of the monetary value of the loss and damage likely to be suffered by the Company as a result of such breach of agreement on the part of the Customer. For the avoidance of doubt, in the event that the Company opts to require the Customer to pay liquidated damages as set out above, and the Customer duly pays such liquidated damages, neither party shall have any further liability to the other in relation to the Goods in respect of which such liquidated damages are paid.
- Price of the goods
4.1 The price of the Goods shall be the Company’s quoted price or, where no price has been quoted (or a quoted price is no longer valid), the price detailed in the order. All prices quoted are valid for 30 days only or such lesser period as shall be stated by the Company on the face of the relevant quotation or until earlier acceptance by the Customer, after which time they may be altered by the Company without giving notice to the Customer.
4.2 The Company reserves the right by giving notice to the Customer at any time before delivery to increase the price of the Goods to reflect any increase in the cost to the Company which is due to any factor beyond the control of the Company (such as, without limitation, any foreign exchange fluctuation, currency regulation, alteration of duties, significant increase in the costs of labour, materials or other costs of manufacture)or to any change in delivery dates, quantities or specifications for the Goods which is requested by the Customer, or any delay caused by any instructions of the Customer or failure of the Customer to give the Company adequate information or instructions.
4.3 Except as otherwise stated under the terms of any quotation and unless otherwise agreed in Writing between the Customer and the Company, all prices are given by the Company are exclusive of carriage charges.
4.4 The price is exclusive of any applicable value added tax that the Customer shall be additionally liable to pay to the Company.
- Terms of payment
5.1 Subject to any special terms agreed in Writing between the Customer and the Company the Company shall be entitled to invoice the Customer for the price of the Goods at any time before or after delivery of the Goods.
5.2 All Invoices are payable as per the terms of the Contract. Receipts for payment will be issued only upon request.
5.3 If the Customer fails to make any payment on the due date then, without prejudice to any other right or remedy available to the Company, the Company shall be entitled to.
5.3.1 suspend any further deliveries to the Customer;
5.3.2 appropriate any payment made by the Customer to such of the Goods (or the goods supplied under any other contract between the Customer and the Company) as the Company may think fit (notwithstanding any purported appropriation by the Customer) and
5.3.3 charge the Customer interest (both before and after any judgment) on the amount unpaid, at the rate of 4 per cent per annum above HSBC base rate from time to time, until payment in full is made (a part of a month being treated as a full month for the purpose of calculating interest).
6.1 Delivery of the Goods shall be made by the Company delivering the Goods to the contracted place as per the order. The goods shall be dispatched to the Delivery Address on the date or within the period stated in the order.
6.2 Time for delivery shall not be of the essence unless previously agreed by the Company in writing. The Goods may be delivered by the Company in advance of the quoted delivery date upon giving reasonable notice to the Customer. Where the date for delivery is not specified at the time of the order, the Customer shall give reasonable written notice of the proposed date for delivery which shall be subject to acceptance by the Company.
6.3 The Customer shall be deemed to have accepted the whole of the Goods unless the Company is notified of any defect(s) within 24 hours of delivery in which respect time shall be the essence.
6.4 Where notification of defect(s) is given in accordance with condition 6.4, the customer will afford the Company reasonable opportunity to inspect the investigate such claim(s) and shall if so requested immediately return the Goods the subject of the claim(s) to the Company.
6.5 Where notification of defect(s) is given in accordance with condition 6.4, the Company shall either replace the Goods with Goods of satisfactory quality or (at its option) shall credit the Customer with the price.
6.6 The Company shall have no liability to the Customer with regard to any claim in respect of which the Customer has not compiled with the provisions of this condition.
- Returns Policy and Refunds
7.1 All Goods remain the property of the Company until full payment is received, unless specified terms stating otherwise have been agreed in writing by the Company.
7.2 All Goods collected or received must be checked immediately on receipt. Any damage, faults, shortages or discrepancies must be advised in writing to the Company within twenty-four (24) hours of receipt of the Goods. For the avoidance of doubt, signing a carrier’s delivery note “unchecked” does not absolve the Customer from this condition.
6.3 The Graphic Mill Ltd will not return Goods for business to business transactions or products that are produced or ordered on a bespoke basis, undamaged or repairable. The Company will always endeavour to ensure that the Goods are suitable and as specified in the order prior to delivery. All work undertaken, whether experimentally or otherwise, at the Customer’s request will be charged in full to the Customer.
6.4 Delivery costs are not refundable. The cost of return is at the Customers own expense.
6.5 Lighting. Every light is supplied with a lamp which has been used for testing purposes, where the Customer chooses lighting delivered by an overnight carrier the bulbs can not be guaranteed or replaced.
- Delivery and Replacements
8.1 The Goods shall be dispatched to the Delivery Address on the date or within the period stated in the order.
8.2 Where the date for delivery is not specified at the time of order, the Customer shall give reasonable written notice of the proposed date for delivery which shall be subject to acceptance by the Company.
8.3 The time of delivery is not of the essence.
8.4 The Customer shall be deemed to have accepted the whole of the Goods unless the Company is notified of any defect(s) with the twenty four (24) hours of delivery in which respect time shall be of the essence.
8.5 Where notification of defect(s) is given in accordance with condition 8.4, the Customer will afford the Company reasonable opportunity to inspect and investigate such claim(s) and shall if so requested immediately return the Goods the subject of the claim(s) to the Company.
8.6 Where notification of the defect is given in accordance with 8.4 the Company shall either replace the Goods with Goods of satisfactory quality or (at its option) shall credit the Customer with the price.
8.7 The Company shall have no liability to the Customer with regard to any claim in respect of which the Customer has not complied with the provisions of this condition.
- Risk and Property
9.1 Risk of damage to or loss of the Goods passes to the Customer on delivery.
9.2 The property in the Goods passes to the Customer upon payment in full. Until payment has been made in full the Customer will ensure the Goods are clearly marked as the property of the Company and will store the Goods in such a way as to be readily identifiable from other goods.
9.3 Where payment for the Goods has not been made by the due date the Company shall (without prejudice to any other remedy) be entitled (but not required) to take possession of the Goods and shall be entitled to enter onto the Customer’s premises during the normal business hours for such purpose.
- Warranties and liability
10.1 Subject to the conditions set out below the Company warrants that the Goods will correspond with their specification subject to such tolerances as are reasonable and as are normally accepted in the trade and will be free from defects in material and workmanship at the time of delivery.
10.2 The above warranty is given by the Company subject to the following conditions:
10.2.1 the Company shall be under no liability in respect of any defect in the Goods arising from any drawing, design or specification supplied by the Customer:
10.2.2 the Company shall be under no liability in respect of any defect arising from fair wear and tear, wilful damage, negligence, abnormal working conditions, failure to follow the Company’s instructions (whether oral or in writing), misuse or alternation or repair of the Goods without the Company’s approval.
10.2.3 the Company shall be under no liability under the above warranty (or any other warranty, condition or guarantee) if the total price for the Goods has not been paid by the due date for payment.
10.2.4 the above warranty does not extend to Goods not manufactured by the Company, in respect of which the Customer shall only be entitled to the benefit of any such warranty or guarantee as is given by the manufacturer to the Company.
10.3 Subject as expressly provided in these Conditions, and except where the Goods are sold to a person dealing as a consumer (within the meaning of the Unfair Contract Terms Act 1977), all warranties, conditions or other terms implied by statute or common law are excluded to the fullest extent permitted by law.
10.4 Where the Goods are sold under a consumer transaction (as defined by the Consumer Transactions (Restrictions on Statements) Order 1976 the statutory rights of the Customer are not affected by these Conditions.
10.5 Any claim by the Customer which is based on any defect in the quality or condition of the Goods or their failure to correspond with specification shall (whether or not delivery is refused by the Customer) be notified to the Company within 30 days from the date of delivery or (where the defect or failure was not apparent on reasonable inspection) within a reasonable time after discovery of the defect or failure. If delivery is not refused, and the Customer does not notify the Company accordingly, the Customer shall not be entitled to reject the Goods and the Company shall have no liability for such defect or failure, and the Customer shall be bound to pay the price as if the Goods had been delivered In accordance with the Contract.
10.6 Any claim by the Customer which is based on short delivery or non-delivery shall be notified to the Company in Writing (in the case of short delivery) within 7 days of delivery and (in the case of non-delivery) within 30 days of receipt by the Customer of the Company’s Invoice for the goods which the Customer claims have not been delivered. If the Customer does not notify the Company accordingly the Customer shall not be entitled to reject any goods that have been delivered and the Company shall have no liability for such short delivery or non-delivery.
10.7 Where any valid claim in respect of any of the Goods which is based on any defect in the quality or condition of the Goods or their failure to meet specification is notified to the Company in accordance with these Conditions the Company shall be entitled to replace the Goods or (refund to the Customer the price of the Goods) (or a proportionate part of the price), but the Company shall have no further liability to the Customer.
10.8 Except in respect of death or personal injury caused by the Company’s negligence, the Company shall not be liable to the Customer by reason of any representation, or any implied warranty, condition or other term, or any duty at common law, or under the express terms of the Contract for any consequential loss or damage (whether for loss of profit or otherwise) costs, expenses or other claims for consequential compensation whatsoever(and whether caused by the negligence of the Company, its employees or agents or otherwise) which arise out of or in connection with the supply of the Goods or their use or resale by the Customer, except as expressly provided in these Conditions.
10.9 The Company shall not be liable to the Customer or be deemed to be in breach of the Contract by reason of any delay in performing, or any failure to perform, any of the Company’s obligations in relation to the Goods if the delay or failure was due to any cause beyond the Company’s reasonable control. Without prejudice to the generality of the foregoing, the following shall be regarded as causes beyond the Company’s reasonable control:
10.9.1 Act of God, explosion, flood, tempest, fire or accident;
10.9.2 war or threat of war, sabotage, insurrection, civil disturbance, or requisition;
10.9.3 acts, restrictions, regulations, bye-laws, prohibitions or measures of any kind on the part of any governmental, parliamentary or local authority;
10.9.4 import or export regulations or embargoes;
10.9.5 strikes, lock-outs or other industrial actions or trade disputes (whether involving employees of the Company or of a third party);
10.9.6 difficulties in obtaining raw materials labour, fuel, parts or machinery;
10.9.7 power failure or breakdown in machinery.
- Insolvency of Customer
11.1 This clause applies if:
11.1.1 the Customer makes any voluntary arrangement with its creditors or becomes subject to an administration order or (being an individual or firm) becomes bankrupt or (being a company) goes into liquidation (otherwise than for the purposes of amalgamation or reconstruction); or
11.1.2 an encumbrancer takes possession, or a receiver is appointed, of any of the property or assets of the Customer; or
11.1.3 the Customer ceases, or threatens to cease, to carry on business; or
11.1.4 the Company reasonably apprehends that any of the events mentioned above is about to occur in relation to the Customer and notifies the Customer accordingly.
11.2 If this clause applies, then, without prejudice to any other right or remedy available to the Company, the Company shall be entitled to cancel the Contract or suspend any further deliveries under the Contract without any liability to the Customer, and if the Goods have been delivered, but not paid for, the price shall become immediately due and payable notwithstanding any previous agreement or arrangement to the contrary.
A contract or order many only be cancelled by written agreement between the parties. Once an order has been accepted by the Company, the Company shall be under no obligation to cancel the Contract.
- Data Protection Act 1998
13.1 We may transfer information about you to our financiers, who:
13.2 may give information about you and your indebtedness to the following:
13.2.1 our or their insurers for underwriting and claims purposes;
13.2.2 any guarantor or indemnifier of your or our obligations to enable them to assess such obligations;
13.2.3 their bankers or any advisers acting on their behalf;
13.2.4 any business to which your indebtedness or our arrangements with our financiers may be transferred – to facilitate such transfer;
13.3 We will provide you with details of our financiers on request, including a contact telephone number if you want to have details of the third parties referred to above from whom they obtain and to whom they may give information about you. You also have a right to receive a copy of certain information they hold about you if you apply to them in writing, however, a fee will be payable.
14.1 Any notice required or permitted to be given by either party to the other under these Conditions shall be in Writing addressed to that other party at its registered office or principal place of business or such other address as may at the relevant time have been notified pursuant to this provision to the party given the notice
14.2 No waiver by the Company of any breach of the Contract by the Customer shall be considered as a waiver of any subsequent breach of the same or any other provision.
14.3 If any provision of these Conditions is held by any competent authority to be invalid or unenforceable in whole or in part the validity of the other provisions of these Conditions and the remainder of the provision in question shall not be affected thereby.
14.4 The contract shall be governed by the laws of England.
Prices stated are for the hire of equipment excluding delivery, collection, installation, dismantling and are exclusive of VAT otherwise stated. Hire periods commence on the first day specified on the hirers order until the day equipment is returned to The Graphic Mill Ltd. Hirers will be responsible for the cost of repair or replacement of goods returned damaged or lost, whilst on hire and will be required to ensure the security of goods whilst in their possession. We require the right to change any specification stated. The Graphic Mill Ltd accept no responsibility for personal injury during the hire period and we recommend that our instructions for installation and dismantling are adhered to and all necessary safety precautions are employed. Credit/debit card details and/or a deposit may be required to cover any damage, loss or late return of hired goods.
- All contracts of hire shall be deemed to incorporate these terms and conditions. No variation or addition to these conditions is effective unless it is agreed, in writing, by The Graphic Mill Ltd.
- The hire prices quoted are for the duration of the exhibition or event for which they are hired up to a maximum of 2 weeks, and exclude VAT, which will be added at the rate ruling at the date of invoice.
- The liabilities of the hirer commence at the time the hired articles are delivered to the site of the event or exhibition for which they are hired, or are collected from our premises, and continue until they are collected from the site by the Company or returned to our premises. During this time, the hirer will:
- Keep, at the hirer’s own expense, the said hired articles in good and substantial repair and condition, and in the event of any article being damaged beyond repair or lost by fire, theft or any other cause whatsoever, will pay the Company the full replacement value of the hired articles plus the original hire charge. In the event of any article being damaged and requiring repair, the hirer will pay the full cost of such repair.
- ii) Keep the hired articles fully insured to their full replacement value against all risks. Hirers are reminded that the period of the insurance shall include at least two days prior to the opening of the event or exhibition for which they are hired and at least two days after its conclusion.
Goods are only hired on this condition.
- It is the duty of the hirer to provide at such event or exhibition, a duly authorised representative to accept the furnishings and to give a written receipt. If the hirer fails to provide for this, he will not be permitted to dispute subsequently the facts of the delivery and be deemed to have accepted the delivery and these conditions.
- Hirers are reminded that all equipment should be emptied of personal belongings, at the conclusion of the event or exhibition as no responsibility can be accepted for their safe custody.
- At the discretion of the Company, a charge of not less than 25% of the quoted hire charge may be made in respect of cancelled orders. If such cancellation is made after the goods have been delivered to the site, the Company reserves the right to invoice the full hire charge.
- Orders received and executed at an event or exhibition may be subject to an extra handling charge.
- No liability shall attach to the Company for:
- a) Any delay or failure to deliver due to circumstances which are outside its control.
- b) Loss or damage howsoever caused to customer’s own goods.
- c) Any dilapidation charges for fixing of floor coverings to exhibition hall floors. Hirers are reminded that laid only sale prices do not include taking up at the end of the event or exhibition and that venues make a charge for the removal of double sided tape.
- d) Any damage or injury caused by the misuse of the Company’s property.
- The Company expressly reserves the right at its absolute discretion to suspend or cancel any services (whether in whole or in part) under its contract with the hirer in any case where the hirer is in breach of that contract or in breach of any credit arrangements, whether the same be under that contract or any other contract or arrangement between the hirer and the Company.
- The Company reserves the right to make substitutes without prior warning for furniture that may be unavailable.
- a) We do not exclude our liability in respect of death or personal injury to any party resulting from negligence of ourselves, our servants or agents (but not of our subcontractors, if any). b) We do not exclude our liability for loss of, or damage to, the exhibits or property of the customer where this has directly been caused by our negligence, providing that any claim in this respect is made in writing within 14 days of the problem having been brought to our notice. c) Any claim from (b) shall be limited to the amount of any loss or diminution in value of the goods, and not in respect of any consequential costs incurred.
- Complaints should be submitted in writing during the open period of the event or exhibition. This will ensure that they are fully investigated on site.
- For exhibitions that the company is committed to attending in the UK, but excluding N. Ireland, our delivery and collection costs are included in the hire charge. For other exhibitions and events or private hire requirements, delivery and collection will be charged at the prevailing transport rates. With exhibitions that we are committed to attending on mainland Europe, Eire or Northern Ireland, our prices will be subject to a 20% surcharge to offset the additional costs involved.