- DEFINITIONS AND INTERPRETATION
- In these Conditions the following terms have the following meanings:
Yellow Print Ltd whose principal place of business is at 40 Replingham Road, London SW18 5LR
the terms and conditions set out in this document;
any agreement between Yellow Print and the Customer for the sale and purchase of the Goods and Services incorporating these Conditions;
the person who agrees to purchase the Goods and Services from Yellow Print subject to these Conditions;
the amount of the deposit against the Price to be paid by the Customer in advance;
the goods which Yellow Print is to supply to the Customer;
the time after the Customer’s final confirmation of the Specification within which Yellow Print estimates that the Goods will be delivered to and/or the Services will be performed;
the Customer’s order for the supply of the Goods and/or Services;
the price to be paid by the Customer under the Contract;
Yellow Print’ quote for the supply of the Goods and/or Services;
the services which Yellow Print is to supply to the Customer including in particular installation of the Goods at the Supply Address;
the specification for the Goods and / or the Services provided or agreed in advance by Yellow Print (and subsequently finalised by agreement) together with all applicable legislative and regulatory requirements for the Goods and / or Services in question;
the address for delivery of the Goods and/or performance of the Services which shall be the Customer’s principal place of business unless specified otherwise;
any day which is not a Saturday, Sunday or public holiday in England.
- BASIS OF CONTRACT
- These Conditions apply to all contracts for the supply of Goods and Services entered into by Yellow Print to the exclusion of all others including, without limitation, any terms and conditions appearing on or referred to in the Customer’s purchase order.
- Any variation to this contract must be noted in writing.
- Yellow Print’ employees or agents are not authorised to make any representations concerning the Goods or Services unless confirmed by Yellow Print in writing. In entering into the Contract the Customer acknowledges that it does not rely on any such representations which are not so confirmed.
- Any advice or recommendation given by Yellow Print or its employees to the Customer or its employees or agents as to the application, storage or use of the Goods and which is not confirmed in writing by Yellow Print is followed or acted upon entirely at the Customer’s own risk and accordingly Yellow Print shall not be liable for any issues arising from such advice.
- Any typographical, clerical or other error or omission in any sales literature, quote, price list, invoice or other document or information issued by Yellow Print shall be subject to correction without any liability on the part of Yellow Print.
- SALE AND PURCHASE
- Yellow Print agrees to supply the Goods and Services to the Customer on the terms of these Conditions.
- Each Order or acceptance of a Quote shall be deemed to be an offer by the Customer to purchase the Goods and/or Services subject to these Conditions and shall be binding on the Customer but shall not bind Yellow Print until Yellow Print has accepted that Order or acceptance of Quote in writing.
- The Customer shall ensure that the terms of its Order and any applicable specification are complete and accurate.
- Yellow Print shall be under no obligation to proceed with its obligations under the Contract until
- Yellow Print shall have received the Deposit or Full Payment; and
- the Customer shall have provided all design and artwork necessary for the Specification
- the Customer shall have given its final approval of the Specification.
Approval of the Specification shall be deemed to be conclusive evidence of the Customer’s acceptance of the incorporation of these Conditions into the Contract.
- The quantity and description of the Goods and/or Services shall be as set out in the Quote or Yellow Print’ acceptance of Order.
- All samples, drawings, descriptive matter, specifications and advertising issued by Yellow Print and any descriptions or illustrations contained in Yellow Print’ catalogues or brochures are issued or published for the sole purpose of giving an approximate idea of the Goods and/or Services described in them. They shall not form part of the Contract.
- If the Goods are to be manufactured or any process is to be applied to them by Yellow Print in accordance with the specifications submitted by the Customer, or if the Goods are to be marked with any trade mark or any words or images at the request of the Customer, the Customer shall indemnify and hold Yellow Print harmless against all damages, costs and expenses awarded against or incurred by Yellow Print or agreed to be paid by Yellow Print in settlement or in connection with any claim for infringement of any intellectual property rights, misuse of confidential information, defamation or otherwise as a result of use of such specifications or marking.
- Yellow Print reserves the right to make any changes in the specifications of the Goods and/or Services which are required to conform with any applicable safety standard or other requirements or which do not materially affect their quality or performance.
- PERFORMANCE OF THE CONTRACT
- Yellow Print shall use its reasonable efforts to supply the Goods and/or Services to the Customer at the Supply Address within the Lead Time, but timings are not guaranteed. The Customer shall provide safe and clear unobstructed access to the Supply Address.
- Yellow Print shall be entitled to supply the Goods and/or Services in instalments in which case each instalment shall be treated as an entirely separate contract and any default or breach by Yellow Print in respect of any such instalment shall not entitle the Customer to cancel any other instalment or treat the Contract as a whole as repudiated. Signature of Yellow Print’ delivery note by a person reasonably appearing to be the Customer’s representative shall be conclusive proof of delivery.
- The Customer shall inspect the Goods on delivery and if the Goods are damaged on delivery or less than the correct amount of the Goods is delivered then, unless the Customer puts a note to such effect on the delivery note and notifies Yellow Print within 2 Working Days of delivery, confirming the notification in writing to Yellow Print within 5 Working Days of delivery, no claim against Yellow Print may be made in respect of damage to or short delivery of such Goods. Except where such notification is given, the Customer shall be deemed to accept the Goods on delivery notwithstanding any late delivery by Yellow Print.
- The Customer will have no claim in respect of any alleged non-delivery of the Goods unless it gives written notice to Yellow Print which is received by Yellow Print within 7 Working Days of the date of the invoice in respect of those Goods.
- PRICE AND PAYMENT
- Yellow Print reserves the right, by giving notice to the Customer at any time before supply, to increase the Price to reflect any increase in the cost to Yellow Print which is due to any factor beyond its control, any change in delivery dates, quantities or specifications for the Goods and Services which is requested by the Customer or any delay caused by any instructions of the Customer or failure of the Customer to give Yellow Print adequate access, information or instructions.
- The Price is exclusive of any applicable VAT.
- The Customer shall make payment to Yellow Print in respect of all invoices in full by the due date displayed on the invoice.
- The Customer shall make all payments due under the Contract in full without any deduction whether by way of set-off, counterclaim, discount, abatement or otherwise.
- All payments shall be applied to invoices and to Goods and/or Services listed in such invoices in the Order determined in its discretion by Yellow Print.
- If at any time the credit standing of the Customer has in the reasonable opinion of Yellow Print been impaired, Yellow Print may suspend the further provision of goods and/or services to the Customer without incurring any liability until arrangements as to payment or credit have been established which are reasonably satisfactory to Yellow Print.
- If full payment is not received by Yellow Print by the due date then without prejudice to its rights Yellow Print shall be entitled:
- to sue for the entire Price; and/or
- to suspend the further provision of goods and/or services to the Customer without incurring any liability; and/or
- to terminate the Contract without incurring any liability; and/or
- to require the immediate return to Yellow Print of all Goods agreed to be sold by Yellow Print to the Customer in which the property has not passed to the Customer, or to remove the Goods supplied by Yellow Print;
- to recover its reasonable costs incurred in recovering payment from the Customer together with its costs and expenses in recovering the Goods.
- PRICE PROMISE
- Yellow Print will match any competitor’s price, provided that;
- A written quote from the competitor is supplied to Yellow Print;
- The products/materials are like for like
- The products/materials are in stock
- The competitor and Yellow Print operate in the Supply Address area
- The turnaround time is comparable
- WARRANTY AND LIABILITY
- Yellow Print warrants that the Goods will correspond in all material respects with the Specifications for a period of 12 months from the date of delivery provided that:
- Yellow Print shall have no liability in respect of any defects in the Goods arising from any drawing, design or specifications supplied by or on behalf of the Customer;
- Yellow Print shall have no liability in respect of any Goods installed by the Customer or a third party;
- Yellow Print shall have no liability in respect of any defect arising from fair wear and tear, negligence or wilful damage by the Customer or persons using the Goods, abnormal working conditions, failure to follow Yellow Print’ instructions (whether oral or in writing), or misuse or alteration or repair of the Goods without Yellow Print’ approval;
- Yellow Print shall have no liability if the total Price has not been paid by the due date for payment;
- any such failure to meet any such specification shall be notified to Yellow Print in writing as soon as reasonably possible after the Customer discovers such non-conformity.
- Yellow Print warrants that the Services will be performed in accordance with the Specifications by appropriately qualified and experienced personnel with reasonable care and skill provided that:
- Yellow Print shall have no liability from compliance with any specification supplied by or requirement of the Customer;
- Yellow Print shall have no liability is respect of failures and problems resulting from faults with the building, structure or subfascia to which Yellow Print fixed the Goods where such faults were not apparent at the time of installation and had not been notified to Yellow Print in writing by the Customer.
- Yellow Print shall have no liability if the total Price has not been paid by the due date for payment; and
- any such failure to meet any such specification shall be notified to Yellow Print in writing as soon as reasonably possible after the Customer discovers such non-conformity.
- In the event of any valid claim under clauses 7.1 or 7.2 above being made by the Customer, the Customer shall afford Yellow Print a reasonable opportunity to inspect the Goods or the results of the Services at a time convenient to Yellow Print and Yellow Print shall be entitled to replace or repair the Goods (or the part in question) or re-perform the Services free of charge or, at Yellow Print’ sole discretion, refund to the Customer the Price (or a proportionate part of the Price as appropriate). Yellow Print shall have no further liability to the Customer.
- All warranties, conditions and other terms implied by statute or common law (save for the conditions implied by section 12 of the Sale of Goods Act 1979 and section 2 of the Supply of Goods and Services Act 1982) are, to the fullest extent permitted by law, excluded from the Contract.
- Yellow Print does not seek to exclude or limit its liability for fraud or fraudulent misrepresentation or death or personal injury resulting from negligence, fraud or for any other matter in respect of which it would be unlawful for Yellow Print to exclude or limit its liability.
- Yellow Print shall be liable to the Customer for any direct physical damage (other than death or personal injury) to the extent that it results from the negligence of Yellow Print up to a maximum of £1 million.
- Except pursuant to clause 7.5 above, Yellow Print shall not in any event be liable for: any loss of profits;
- loss or depletion of goodwill;
- loss of anticipated savings, business opportunity or data; or
- for any indirect, special or consequential loss or damages;
howsoever arising in connection with or arising out of the provision, performing, furnishing, functioning or use of the Goods and/or Services, or any item or service provided whether in contract, strict liability, tort (including without limitation, negligence) and whether Yellow Print knew or had reason to know of the same, and shall not be liable for any other damages except as provided in the Contract.
- Except pursuant to clause 7.5 above in no event shall Yellow Print’ liability in respect of any of the Goods and/or Services where such a claim is for breach of contract, strict liability or tort (including without limitation, negligence) or otherwise exceed the price paid for those Goods and/or Services.
- THIRD PARTY RIGHTS
- Yellow Print shall at its expense defend any action against the Customer and pay all damages and costs awarded against the Customer (except to the extent that the Customer is entitled to recover such sums under any policy of insurance) based on a claim that any of the Goods constitute an infringement of any patent or copyright or other intellectual property rights of the United Kingdom or on a claim of misuse of any confidential information belonging to any third party (except to the extent that such infringement or misuse results from following the Customer’s specifications or other requirements) (“a Claim”) provided that:
- Yellow Print shall be notified promptly in writing by the Customer of any notice of a Claim;
- Yellow Print shall have the sole control of the defence of any Claim and all negotiations for settlement or compromise of the Claim and the Customer shall not make any statement or enter into any settlement negotiations or compromise in relation thereto;
- the Customer shall allow its name to be used in proceedings if necessary and provide all reasonable assistance in defending any action; and
- the Customer shall take all steps reasonably possible to mitigate or reduce any compensation and costs which may be awarded against it as a result of a Claim.
- If a Claim is successful or Yellow Print considers that it is likely to be successful, Yellow Print may, at its option or as part of a settlement or compromise, procure for the Customer the right to continue using the Goods, modify the Goods so that they are non-infringing or terminate the Contract in so far as it applies to those Goods subject to the Claim, in which latter case Yellow Print shall refund to the Customer the price paid for such Goods less depreciation on a straight line basis over the life of the Goods as determined by Yellow Print.
- In no event shall Yellow Print have any liability under this clause with respect to any claim based on the use of the Goods in combination with any other product or equipment not supplied by Yellow Print.
- This clause states the entire obligation and liability of Yellow Print with respect to infringement of intellectual property rights and misuse of confidential information.
- Yellow Print shall be entitled to terminate the Contract immediately by notice in writing to the Customer if:
- the Customer fails to pay the Deposit or provide all design and artwork necessary for the Specification within 5 Working Days after the date of the Contract or fails to agree the final Specification within 10 Working Days after the date of the Contract (or in each case within such longer period as the parties may agree);
- the Customer commits an irremediable breach of the Contract, persistently repeats a remediable breach or commits any remediable breach and fails to remedy it within 30 days of receipt of notice of the breach requiring remedy of the same; or the Customer makes an arrangement with or enters into a compromise with its creditors, becomes the subject of a voluntary arrangement, receivership, administration, liquidation or winding up, is unable to pay its debts or otherwise becomes insolvent or suffers or is the subject of any distraint, execution, event of insolvency or event of bankruptcy or any other similar process or event, whether in the United Kingdom or elsewhere; or
- the Customer ceases or threatens to cease to carry on business; or
- there is at any time a material change in the management, ownership or control of the Customer; or
- if Yellow Print reasonably apprehends that any of the events specified in clauses 10.1.2 to 10.1.4 are about to occur in relation to the Customer and notifies the Customer accordingly.
- In the event of termination by Yellow Print pursuant to clause 10.1 above then, without prejudice to any other right or remedy available to Yellow Print, Yellow Print shall be entitled to suspend any further supply under the Contract and under any other contract between the parties without any liability to the Customer and, if the Goods and/or Services have already been supplied but not paid for, the Price shall become immediately due and payable notwithstanding any previous agreement or arrangement to the contrary.
- FORCE MAJEURE
Yellow Print reserves the right to defer the date of supply of the Goods and/or Services or to cancel the Contract without incurring any liability or reduce the volume of the Goods ordered by the Customer (without liability to the Customer) if it is prevented from or delayed in the carrying on of its business due to circumstances beyond the reasonable control of Yellow Print including, without limitation, acts of God, governmental actions, war or national emergency, acts of terrorism, protests, riot, civil commotion, fire, explosion, flood, epidemic, lock-outs, strikes or other labour disputes (whether or not relating to either party’s workforce), or restraints or delays affecting carriers or inability or delay in obtaining supplies of adequate or suitable materials, provided that, if the event in question continues for a continuous period in excess of 90 days, the Customer shall be entitled to give notice in writing to Yellow Print to terminate the Contract.
- The remedies available to Yellow Print under the Contract shall be without prejudice to any other rights, either at common law or under statute, which it may have against the Customer.
- The failure or delay of Yellow Print to enforce or to exercise, at any time, or for any period of time, any term of or any right, power or privilege arising pursuant to the Contract does not constitute and shall not be construed as a waiver of such term or right and shall in no way affect its right later to enforce or exercise it, nor shall any single or partial exercise of any remedy, right, power or privilege preclude any further exercise of the same or the exercise of any other remedy, right, power or privilege.
- The invalidity or unenforceability of any term of, or any right arising pursuant to the Contract shall not in any way affect the remaining terms or rights which shall be construed as if such invalid or unenforceable term or right did not exist.
- Any notice or written communication required or permitted to be served on or given to either party under the Contract shall be delivered by hand or sent by recorded delivery mail to the other party at its address set out above or to such other address which it has been previously notified to the sending party and shall be deemed to have been given on the day of delivery.
- The Contract is personal to the Customer and the Customer may not assign, transfer, sub- contract or otherwise part with the Contract or any right or obligation under it without the prior written consent of Yellow Print. Yellow Print shall be entitled to assign, transfer, sub-contract or otherwise part with the whole or any part of the Contract or any right or obligation under it to any third party.
- Clause headings are purely for ease of reference and do not form part of or affect the interpretation of the Contract.
- The Contract contains all the terms agreed by the parties relating to the subject matter of the Contract and supersedes any prior agreements, understandings or arrangements between them, whether oral or in writing, and no representation (unless made fraudulently), undertaking or promise shall be taken to have been given or been implied from anything said or written in negotiations between the parties prior to the Contract except as set out in the Contract.
- No variation or amendment to the Contract shall be effective unless in writing signed by authorised representatives of the parties.
- The parties to the Contract do not intend that any term of the Contract shall be enforceable by virtue of the Contracts (Rights of Third Parties) Act 1999 by any person that is not a party to it.
- The formation, existence, construction, validity and performance and all aspects of the Contract (including any associated non-contractual disputes or claims) are governed by the laws of England and the parties accept the exclusive jurisdiction of the English Courts.