Terms and Conditions
1.1 In these Terms and Conditions “the company” is The Water Mill Press Ltd. The “Customer” is the person, firm or company contracting with the Company. All business transacted by the Company is subject to the following Terms and Conditions and no variation of these Terms and Conditions shall be binding upon the Company unless agreed to in writing and signed by a Director of the Company. No Terms and Conditions of trading proffered by the Customer shall be binding upon or deemed to form part of any contract between the Company and the Customer.
1.2 The clause headings used throughout these Terms and Conditions are incorporated for ease of reference only and do not form part of the Terms and Conditions.
All prices are based upon the cost of materials, labour, transport and other production and overhead costs ruling at the date of the quotation or tender or confirmation of order. Any prices quoted by the Company to the Customer shall be fixed price quotations which may be accepted by the Customer within 28 days of the date of such quotation. If the quotation is accepted after such date the price may be amended by the Company to reflect any increases in the above mentioned costs. Where the Company has contracted to supply goods subject to being called off in whole or in part by the Customer from time to time, the Company reserves the right to amend the price payable by the Customer for such goods where the call off period extends beyond 13 weeks from the date of contract.
The Company shall be entitled to charge the amount of any Value Added Tax properly payable whether or not included in the original quotation or invoice.
4.1 Whilst the Company will use reasonable endeavours to comply with any delivery date specified by the Customer and agreed or offered by the Company (such date is an estimate only) and the Company shall not be liable for any delay or for the consequences of any delay in performing any part of its obligations under any contract.
4.2 If, notwithstanding such further period, the Company shall fail to deliver the whole of the goods and the Customer shall establish such delay has occasioned loss to the Customer, the extent of any liability of the Company under this clause shall in no circumstances exceed the net invoice value of the goods under the contract, the subject of dispute.
4.3 In the case of a contract for the supply of goods to be called off by the Customer from time to time, the liability hereunder shall not exceed the contract price of that part of the goods called off which has not been delivered.
Any claim arising from alleged damage, delay or partial loss of goods in transit must be made by the Customer to the Company and (where appropriate) to the carrier within 3 days of delivery. Any claim for non-delivery must be made within 28 days of the date of the invoice. Any other claim must be made to the Company within 28 days of the date of delivery. The Company shall have no liability whatsoever to meet any claim which is not made in accordance with the provisions of this clause.
6.1 In any event and notwithstanding anything contained in any contract entered into pursuant to these Conditions, in no circumstances shall the Company be liable in contract, tort (including negligence or breach of statutory duty) or otherwise howsoever and whatsoever the cause thereof (i) for any increased costs or expenses, (ii) for any loss of profit, business, contract, revenues or anticipated savings or (iii) for any special, indirect or consequential damage of any nature whatsoever beyond the net invoice price for the goods pursuant to such contract, and in the case of a contract for the supply of goods to be called off by the Customer, beyond the net invoice price for only those specific goods called off. In the case of any breach of a term of any contract or of any default or negligent act or omission by the Company (in relation to which the Company’s liability for damages is expressed in any provision of a contract to be limited to a stated maximum amount) no additional or separate amount by way of damages shall re claimable whether under the contract or in tort or otherwise howsoever.
6.2 The Contract Price is based upon the extent of the Company’s liability being as stated in these Terms and Conditions in particular clause 6.1. If because of the special nature of the Contract you wish to the Company to be liable for an amount greater than the Contract Price then subject to being able to insure for such greater liability, and subject to the Customer paying the cost of such insurance then the maximum liability of the Company under this Contract may by specific agreement be increased.
6.3.1 Whilst the Company has taken reasonable steps to satisfy itself that the goods, the Company’s systems and those of its major suppliers are Millennium Compliant, it does not give any warranty representation guarantee or undertaking and all warranties, representations, guarantees and undertakings whether express or implied and whether imposed by statute regulation or otherwise are hereby specifically excluded.
6.3.2 For the purposes of this clause Millennium Compliance shall mean either in relation to any computer systems products or software or any equipment and systems incorporating such computer systems incorporating such computer systems products or software or any of them of the Company or any supplier or subcontractor or the goods supplied under this Contract that neither their performance not their functionality will be in any way affected by any date whether before at or after 1 January 2000 and further a failure in the Company’s systems or those of its suppliers or sub-contractors as a result of any such system not being Millennium Complaint shall constitute force majeure for the purposes of clause 21.1
The Customer shall indemnify the Company against all actions, proceedings, claims or demands in any way connected with any contract brought or threatened against the Company by a third party except to the extent that the Company is liable to the Customer under that contract.
Each provision of these Terms and Conditions is to be construed as a separate limitation (applying and surviving even if for any reason one or other of the said provisions is held inapplicable or unreasonable in any circumstances) and shall remain in force notwithstanding termination of any contract.
9. STATUTORY RIGHTS OF CONSUMERS
Where the customer is a consumer as defined in the Consumer Protection Act 1987 nothing within these terms and conditions shall effect in any way the customer’s statutory rights.
10. DEATH OR PERSONAL INJURY
Nothing within these Terms and Conditions shall exclude or limit the liability of the company for death or personal injury arising as a result of the negligence of the company.
The Customer’s property, goods produced by the Company for the Customer and held for call off, and all property supplied to the Company by or on behalf of the Customer are held at the Customer’s risk and the Company accepts no responsibility therefore notwithstanding that any loss or damage to such property may arise by reason (directly or indirectly) of the negligence of the Company or its employees, independent contractors or third parties.
The Company shall have a general lien upon the goods and property of the Customer in the hands of the Company in respect of all unpaid debts due to the Company from the Customer howsoever arising and in the event of any debt being unpaid within 90 days after its due date the Company may on giving 7 days notice to the Customer dispose of the goods or property of the Customer as the Company thinks fit. The proceeds of any sale shall be applied in reduction of the amount owing by the Customer to the Company.
Where the Customer supplies to the Company any written material, photography or artwork intended to be reproduced by the Company in accordance with the Customer’s instructions the Customer warrants that the copyright and/or intellectual property therein is the property of the Customer and shall indemnify the Company against all or any costs, claims or demands made against the Company by any third party claiming proprietary rights therein. Such indemnity shall extend to any legal or other professional costs incurred by the Company arising there from.
Unless otherwise specifically notified in writing payment is due on the Company’s invoices by the end of the calendar month following the month of issue. The Company shall be entitled to issue and be paid for invoices raised upon notification that the goods are ready for delivery or have been delivered. If the Customer does not pay on the due date the Company shall be entitled to interest at the rate of 3% above the base rate for the time being of HSBC Bank plc or such statutory rate as may be prescribed from time to time whichever is the greater from the due date until payment is made. If any payments by the Customer to the Company are not made on the due dates the Company without being liable for any loss howsoever arising reserves the right to cancel or suspend any contract subsisting between the Company and the Customer at the date of the Customer’s default.
15. TITLE TO GOODS
The goods the subject of this contract shall remain the Company’s property until the Customer has paid in full:- a. Their price, and, b. Any other sum due from the Customer to the Company. Until that time the Customer shall hold them as bailee and shall store them in such a way that they can be identified as the Company’s property.
16. Although the goods shall remain the Company’s property until paid for the risk in the goods shall pass to the Customer upon delivery and are to be insured by the Customer against all usual risks and in the event of any claim arising under such insurance shall hold any proceeds accruing there from as trustee for the Company.
17. The Customer’s right to possession of the goods shall cease if:-
a. The Customer has not paid for the goods (and any goods supplied before the goods the subject of this contract) in full by the expiry of any credit period agreed with the Customer.
b. The Customer is declared bankrupt or makes any proposal to defer due payment of accounts or in the case of a Company has a Receiver or Administrator liquidator appointed or has execution levied or threatened against the Customer’s goods or is unable to pay its debts as they fall due.
18. On cessation of the Customer’s right to possession of the goods the Customer will immediately make the same available for collection by the Company and the Customer hereby grants the Company, his agents and employees an irrevocable licence to enter any premises where the goods are stored in order to repossess them.
19.Unless otherwise agreed in writing, all rotary die cutters and other items of tooling purchased by the Company in order to facilitate the production of goods for the Customer shall remain the property of the Company at all times, regardless of whether or not the Customer has paid a contribution to the original cost of originating such cutters and tooling.
20. CUSTOMER’S MATERIAL
Where the Customer has supplied the Company free issue material for the purpose of the Company applying printed matter thereto the Customer shall be deemed to have satisfied himself as to the suitability of such material for his purpose. The Company accept no liability for the unsuitability or fitness for purpose of any goods supplied utilising Customer’s free issue material.
All orders accepted by the Company and any dispute or litigation arising there from shall be governed by English law and be subject exclusively to the jurisdiction of the English Courts.
22. FORCE MAJEURE
The Company shall in no way be liable for any loss or damage occasioned as a result of or arising from any act of God, consequence of war, invasion, act of foreign enemy, hostilities (whether war be declared or not), civil war, rebellion, insurrection military operation, confiscation, requisition, destruction or damage to property, riot, strike or stoppage or any other factor outside the reasonable control of the Company or which otherwise constitutes force majeure.