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Terms and Conditions

1. Definitions and Interpretation
1.1 In these Terms and Conditions the following expressions will have the following meanings unless inconsistent with the context:

"Consumer" any person who deals with us otherwise than in the course of a business

"Contract" any contract between us and you for the sale of the Goods and/or supply of the Services formed in accordance with clause 3

"Goods" any Goods which we supply to you (including any of them or any part of them) under a Contract

"Services" any services which we provide to you (including any of them or any part of them) under a Contract

"Terms and Conditions" the standard terms and conditions of sale and supply set out in this document together with any special terms agreed in writing between you and us

"We, us, our" AGNE LIMITED trading as AlphaGraphics whose registered office is at 8-9 VANGUARD COURT, PRESTON FARM, STOCKTON-ON-TEES TS18 3TR

"You, your" the person(s) whose order for the Goods and/or Services is accepted by us.

2. General

The Contract will be upon these Terms and Conditions to the exclusion of all other terms and conditions and all previous oral or written representations made by us. These Terms and Conditions can only be varied by agreement with us in writing.
3. Acceptance

3.1 Our quotations and estimates are without commitment and an order is not binding on us until a Contract is formed by acceptance of an order by us either by way of our written acknowledgement of your order or by us taking any steps to fulfil your order.

3.2 You must ensure that the details specified on your order are complete and accurate. If you discover you have made a mistake with your order please contact us immediately. Please do this before we accept your order. Although we will use reasonable endeavours to correct any mistakes which you have made once we have been notified we cannot guarantee that we will be able to do so after we have accepted your order.

3.3 Subject to clauses 6.1, 6.2 and 20 neither you nor we may cancel the Contract once we have accepted it.
4. Prices
4.1 Any quotation is valid for a period of 30 days only from its date, provided we have not previously withdrawn it. Acceptance of our quotation will be deemed an offer by you to purchase the Goods and/or Services upon these Terms and Conditions which we may at our discretion accept.

4.2 We shall be free to increase quoted prices (whether accepted or not) to cover changes in the specification made both at your request and agreed by us or to cover any extra expense as a result of your instructions or lack of instructions.

4.3 United Kingdom Deliveries

Unless we agree otherwise in writing our prices for UK deliveries are inclusive of any costs of packaging and carriage and any value added tax or other applicable sales duty.

4.4 International Deliveries

For international deliveries our prices are quoted FOB UK port. You shall be exclusively responsible for all customs duties and other costs of importation and for obtaining all licences relevant to the sale and delivery of and payment for the Goods and delivery will be subject to you obtaining all such licences.
5. Payment
5.1 Our terms of payment are that each invoice is payable in full within 30 days from the date of invoice.

5.2 Where we agree that you may make payment to us in instalments, we shall not be bound to take any steps in provision of the Goods and/or Services until you have paid the first instalment and if you fail to pay the second or any subsequent instalment promptly, we shall be entitled (without prejudice to any other remedies or rights) to suspend or terminate our performance of the Contract and you shall be responsible for our charges for any steps we have taken in provision of the Goods and/or Services up to the time of such suspension or termination.

5.3 If any sum payable under the Contract is not paid when due then, without prejudice to our other rights under the Contract, we reserve the right at any time to charge interest on that sum on a day to day basis at an annual rate of 4% over the sterling base rate from time to time of Lloyds TSB Bank Plc from the due date both before and after any judgement.

5.4 Unless we agree otherwise with you, we reserve a lien over all your property or money in our possession for all amounts due or accruing on any account and we may sell any of your property which is subject to such lien if any overdue sums are not paid within 90 days of becoming due and we will apply the proceeds to discharge the lien and sale expenses. To the extent that any overdue sums remain outstanding in full or in part after applying such sale proceeds we shall be entitled to recover any remaining sums from you as a debt. We will use our reasonable endeavours to return any surplus sale proceeds to you. This clause shall not apply where we agree that there is a genuine reason for non-payment.
6. Performance
6.1 Although we shall endeavour (subject to clause 6.2 below) to meet your delivery or completion requirements we shall be under no obligation to deliver the Goods or perform the Services by any specified date nor will we have any liability to you for any direct, indirect or consequential loss (all three of which terms include, without limitation, pure economic loss, loss of profits, loss of business, depletion of goodwill and like loss) howsoever caused by any delay or failure in delivery or performance except as set out in this clause. Any delay in delivery or performance will not entitle you to cancel the Contract unless and until you have given 7 days' written notice to us requiring delivery or performance to be made and we have not fulfilled the delivery or performance within that period. If you cancel the Contract in accordance with this clause then we will refund to you any sums which you have paid to us in respect of that Contract (or part of the Contract) which has been cancelled and you will be under no liability to make any further payments in respect of the Contract which has been cancelled.

6.2 We may suspend performance of the whole or any part of the Contract if by reason of circumstances beyond our control (including, where appropriate, but without limitation, labour dispute, damage to or loss or failure of machinery, supply restriction, accident, hostilities, acts of God, Government control, adverse weather and shortage of carriage or shipping facilities) where either we are prevented or hindered from performing our obligations or performance of those obligations is to a substantial degree rendered difficult. If we exercise our right of suspension for a period of three months or more then either you or we may cancel any remaining part of the Contract by written notice to the other and our liability to you will be limited to repayment of all sums paid under the Contract in respect of Goods which have not been delivered or Services which have not been performed.

6.3 Except where you deal with us as a Consumer, we may deliver Goods in separate instalments and perform any Services in stages. Each separate instalment or stage shall be deemed to represent a separate Contract and no cancellation or termination of any one Contract relating to an instalment or stage will entitle you to repudiate or cancel any other instalment or stage.

6.4 Delivery will be made to the address stated on your order. For international sales delivery shall be made FOB UK port as stated on the order or when the Services are performed. If you fail to take delivery of any of the Goods or accept performance of the Services when you are advised they are ready for delivery or performance (as appropriate) or fail to provide any instructions, documents, licences or authorisations required to enable the Goods to be delivered or the Services to be performed on time, we will attempt to re-deliver the Goods or re-perform the Services within 7 days and without prejudice to any other right we may have, we shall be entitled to charge for abortive delivery costs, storage and associated costs and we will not be liable to you for any failure or delay in delivering the Goods or performing the Services.

6.5 We do not supply Goods or undertake work on approval and subject to clause 1.2, Goods are not returnable except with our express written agreement.
7. Title and Risk
7.1 Ownership of the Goods supplied by us will not pass to you until the purchase price and all other monies owing by you in relation to those Goods are paid in full in cash or cleared funds.

7.2 In addition and without prejudice to clause 7.1 above, except where you deal with us as a Consumer, ownership of the Goods supplied by us remains vested in us until such time as there are no monies owing by you to us on any account (whether or not due).

7.3 Pending title passing Goods shall be kept separate and readily identifiable and insured to their full value by you and in all aspects held by you as bailee for us. We shall be entitled at any time before ownership of the Goods has passed to you to inspect and/or to repossess the Goods and you will allow and procure for us any necessary access therefor.

7.4 Except where you deal with us as a Consumer, in the case of Goods intended by you (at the time of your order) for resale in the normal course of your trading you shall, notwithstanding the Goods have remained our property, have liberty (for so long as we shall not have repossessed or given you notice of our intention to repossess the goods and for so long as no event conferring a right of termination under clause 20 below shall have occurred) to sell such Goods in good faith for full value in the normal course of trading. You shall remit the proceeds of sale to us and before doing so shall hold such proceeds of sale on trust for us.

7.5 Notwithstanding section 49 Sale of Goods Act 1979, where property in any Goods has not passed we will be entitled to recover payment of the purchase price and all other monies owing by you in relation to the Goods.

7.6 Risk of damage to or loss of the Goods will pass to you upon delivery.

7.7 Except where you deal with us as a Consumer, if we store, transport or work on any goods or other property (including goods to be delivered by us or goods intended for incorporation in or use on or in connection with the Goods or services) belonging to you or any third party we do so (and they are packed and carried) at your sole risk and (except as provided in these conditions) we shall have no liability to you or to any other party for loss, deterioration or damage to such goods or other property howsoever arising and whether by negligence or otherwise.

7.8 Except where you deal with us as a Consumer, in cases where we make a contract of carriage and/or arrange for insurance of goods in transit we shall be deemed to be acting as your agent and sub-sections (2) and (3) of section 32 Sale of Goods Act 1979 shall not apply.
8. Specifications
8.1 The selection and choice of our Goods and/or Services and (except as to compliance with specific technical specifications contained in our current literature) the assessment of the Goods' and/or Services' suitability and fitness for purpose is your sole responsibility. Where you deal with us as a Consumer, nothing in this clause 8.1 shall affect your statutory rights.

8.2 Any specifications, formulations, data, literature and statements as to content, suitability performance or otherwise issued and descriptions and samples given by us in connection with our Goods and/or Services are offered in good faith but are intended to be approximate only and shall be deemed not to constitute representations and shall not form part of the Contract.

8.3 Goods and/or Services are supplied on condition that you undertake at all times to take and comply with (and to draw to third parties' attention and require them to take and comply with) all instructions and recommendations issued with or contained on or relating to the Goods and/or Services or our relevant data sheets, and all responsible and prudent precautions as to installation, use, maintenance, cleaning and otherwise.

8.4 Pursuant to our policy of continuous improvement we reserve the right without notice and without affecting the validity of the Contract, to make such changes in materials, dimensions and design as we think reasonable or desirable in all the circumstances to comply with any applicable safety or other statutory or regulatory requirements or which do not materially affect their quality or performance. Where possible we will discuss such changes with you before we commence work.

8.5 The copyright and all patent and other industrial property rights in our designs, data sheets, packaging and literature shall remain our property and no licence thereunder (except as to the use for which our Goods and/or Services are supplied) shall be implied.

8.6 You shall not at any time alter or deface our name or any of our trademarks or juxtapose with them any other mark likely to cause confusion or use them or any mark likely to cause confusion either on or in connection with any services or any goods other than our Goods and/or Services in the form supplied by us or as, or as part of, any name or trading style.
9. Work, Installation, Maintenance and Testing at Third Party Premises
Where you direct us to attend your premises or elsewhere:

9.1 to undertake work or provide labour (which we may sub-contract) you shall indemnify us against all liability (including without limitation in respect of employee or other third party claims) arising directly or indirectly from defects in or unsuitability of the premises, works or site or apparatus or plant (other than that provided by us) or from negligence or breach of statutory duty on your part or that of your employees or any other third party (other than our own employees) and howsoever arising;

9.2 to install, maintain, repair or test any Goods, subject to clause 1.2, you shall bear the cost (which shall include any travel and subsistence costs of our employees and agents) and provide (at your own expense) all relevant information and such facilities as we may reasonably require;

9.3 you shall be responsible for compliance with all statutory and third party rights in connection with the siting, installation, erection and use by us of Goods or the provision by us of Services shall indemnify us accordingly.
10. Proofs
10.1 On reasonable request we may submit proofs for approval.

10.2 Where we provide you with proofs we shall not incur any liability for errors not corrected by you on such proofs. If any alterations or additions are made to the proofs which did not form part of your initial order on which our estimate or quotation was based then an additional amount shall be charged.
11. Copy and Originating Media
Where any additional work is required, for example, because the original copy supplied is unclear or illegible or where artwork or camera ready copy or other originating media or production materials is of insufficient or inadequate quality or where magnetic media does not conform to our specified requirements as regards format, control, characters or any other significant characteristics then we will contact you to discuss and agree any changes to your order and any additional amount payable.
12. Rubbing and Matt Coated Paper
Estimates for matt coated papers are based on the assumption that any material specified by you printed or unprinted, flat or folded, will be suitable for normal processing, or printing, or binding machines without marking. If extra costs are incurred to minimise marking as a result of any material specified by you, an additional amount may be charged.
13. Variation in Print Quantity
We shall make every endeavour to deliver the correct print quantity ordered but except where you deal with us as a Consumer, and unless specifically agreed otherwise in writing quotations are conditional upon margins (for overages or shortages) of five percent for Goods in one colour only and ten percent for other Goods, the same to be charged or deducted from the invoice cost of the Goods and/or Services.
14. Standing Matter
14.1 Metal, film, glass, intermediate materials, electronic storage and retrieval systems and any other materials, equipment or systems owned by us and used by us in producing Goods and providing Services and any other standing matter shall remain our exclusive property.

14.2 Type we use may be distributed and lithographic, photogravure and electronic data and/or other work may be effaced immediately after a Contract is completed unless written arrangements are made to the contrary. Where such arrangements are made after the Contract is formed an additional charge may be made.
15. Machine Readable Codes
15.1 In the case of machine readable codes or symbols we shall print them in accordance with your specifications or in accordance with your approval and generally accepted standards and procedures.

15.2 You shall be responsible for ensuring that the code or symbol can be read correctly on the equipment likely to be used by those for which the code or symbol is intended.
16. Claims
At the time the Goods are delivered to you and/or the Services are performed you must inspect them for apparent defects and damage and satisfy yourself that they comply with the Contract. You must then sign our acceptance or delivery note and ensure that you detail on it any deficiency, defects or damage found. The signed note shall be conclusive evidence that the Goods and/or Services are correct and free from apparent defects and damage except as noted save that, where you deal with us as a Consumer, this shall not affect your rights relating to defective goods or services given to you by law.
17. Warranties

17.1 Subject to your inspection of the Goods on delivery and/or the Services at the time of performance in accordance with clause 16 above, we warrant (subject to the limitations set out in clauses 17.2 and 18 below) that where Goods of our own manufacture (but excluding constituent parts or parts provided by our suppliers or sub-contractors) or Services provided by us prove under normal conditions to the reasonable satisfaction of both of us to be damaged or defective or not to comply with the agreed specification due to defects in material or workmanship and if the conditions set out below are each satisfied we shall (at our election) repair or replace free of charge any Goods (or the relevant constituent parts) or re-perform free of charge, or at our option refund the price of any of, such Services. Our conditions (each of which must be fulfilled before any warranty claim shall arise) are:

17.1.1 That the claim is not attributable to fair wear and tear or any fault or damage arising from impact, modification, inappropriate use or treatment, incorrect handling or exposure to corrosive substances otherwise injurious to the Goods or their constituent materials;

17.1.2 That the claim is made by you as our original customer for your own benefit unless we are made aware at the time the Contract is formed that the Goods and/or Services have been purchased by you as a gift or for a third party;

17.1.3 That the claim is notified (in detail) in writing within 30 days of the date of discovery of the problem (or the date upon which you ought to have discovered the problem on reasonable inspection) and in any event within 12 months of delivery or (in the case of Services) within 12 months of performance; and

17.1.4 That our recommendations for installation, maintenance, use and follow up in respect of our Goods and/or Services have been complied with.

17.2 Except where we specifically otherwise agree in writing, we offer no (and shall have no liability under any) warranty or condition (express or implied) in respect of Goods and/or Services of our suppliers or sub-contractors but we will if requested by you (and if we consider it appropriate and practical to do so) assist you to obtain the benefit of such warranties as are available from such suppliers or sub-contractors in favour of first users of those Goods and/or Services.

17.3 Any Goods which have been replaced will belong to us. Any repaired or replacement Goods or re-performed Services will be liable to repair, replacement, re-performance or refund under the terms specified in clause 17.1 for the unexpired portion of the 12 month period from the original date of delivery of the replaced or repaired Goods or performance of the re-performed Services.
18. Limitation of Liabilities and Indemnity
Subject to clause 18.7 below:

18.1 We maintain public and product liability insurance to a limit of not less than £1,000,000 in respect of any one occurrence and copies of the policy or policies are available for inspection at any time.

18.2 Except where we supply Goods or provide Services to a Consumer, we hereby exclude to the fullest extent permitted by law all conditions, warranties and stipulations, express (other than those set out in the Contract) or implied, statutory, customary or otherwise which, but for such exclusion, would or might subsist in your favour.

18.3 We do not exclude our liability (if any) to you for personal injury or death resulting from our negligence, any matter which it would be illegal for us to exclude or attempt to exclude our liability or for fraud.

18.4 Except where you deal with us as a Consumer and subject to clause 18.3 above, we will be under no liability to you whatsoever (whether in contract, tort (including negligence), breach of statutory duty, restitution or otherwise) for any indirect or consequential loss (both of which terms include, without limitation, pure economic loss, loss of profits, loss of business, depletion of goodwill and like loss) howsoever caused arising out of or in connection with:

18.4.1 Any of the Goods, or the manufacture or sale or supply, or failure or delay in supply, of the Goods by us or on the part of our employees, agents or sub-contractors;

18.4.2 Any breach by us of any of the express or implied terms of the Contract;

18.4.3 Any use made or resale by you of any of the Goods, or of any product incorporating any of the Goods;

18.4.4 Any statement made or not made, or advice given or not given, by or on behalf of us.

18.5 Subject to the provisions of this clause 18, our aggregate liability in connection with the Contract (whether in contract, tort (including negligence), breach of statutory duty, restitution or otherwise) for any injury, death, damage or direct loss howsoever caused (other than for death or personal injury caused by our negligence) will be limited to three times the total price payable by you under the Contract and subject always to the maximum cover available to us under the policy referred to in 18.1 above.

18.6 Except where you deal with us as a Consumer, you shall indemnify us and our employees and agents against all third party claims relating in any way to Goods and/or Services supplied by us or arising from breach of or negligence in connection with the contract to the extent that there are no proceeds of our public and product liability insurance available (after meeting, any liability to you covered thereby) to meet such claims.

18.7 You are entitled within fourteen days after formation of the Contract in accordance with clause 3 by written notice to us to elect to restrict all or any of the limitations of liability in these Terms and Conditions on your disclosing to us a pre-estimate of the maximum loss or damage in respect of any on occurrence likely to accrue to you as a result of our breach of the Contract. Upon receipt of such notice we shall use reasonable endeavours as soon as practicable to obtain insurance against the risk of such loss or damage to the amount of such pre-estimate as disclosed by you and the cost of such insurance shall be added to the Contract price and be payable to you on demand and the relevant provisions of these Terms and Conditions shall (conditionally on such payment by you) on the commencement of such insurance be restricted so as not to apply to the Contract to the extent of the relevant proceeds (if any) of such insurance.

18.8 You shall indemnify us against any claims made by a third party against us for alleged defamation or infringement of copyright and/or other intellectual property rights resulting from our performing the Contract.

18.9 Our pricing structure is based upon these limitations of liabilities and indemnities and you are advised to obtain insurance cover for any claims for which we are (pursuant to this clause 18 or otherwise) not liable and for any liability which may arise under these Terms and Conditions.
19. Liability for Artwork and Transparencies
Without prejudice to the generality of the foregoing whenever you deliver artwork, transparencies or other material to us for the purpose of the Contract our liability in the event of loss or damage to such artwork, transparency or other material (whether arising by reason of negligence or howsoever otherwise) shall be limited, other than where you deal with us as a Consumer, to the cost of duplication of such material on the basis that you should have had full opportunity to duplicate such material before delivery to us.
20. Suspension and Termination
20.1 If:

20.1.1 You exceed any credit limit notified to you by us from time to time; or

20.1.2 You are in breach of the Contract or any other contract with us; or

20.1.3 Any event conferring a right of termination under clause 20.2 below shall have occurred;

then in any such case we shall be entitled (without prejudice to our other rights hereunder) to suspend further deliveries of the Goods and/or performance of the Services under the Contract and to stop any Goods in transit to you or in the course of installation until either the breach is remedied or until the Contract terminates, whichever occurs first.

20.2 Either you or we may by notice in writing served on the other terminate any or all Contracts immediately if the other:

20.2.1 Is in material breach of any of the terms of the Contract and, where the breach is capable of remedy, the party in breach fails to remedy such breach within 7 days' service of a written notice from the other, specifying the breach and requiring it to be remedied. Failure to pay any sums due in accordance with clause 5.1 is a material breach of the terms of the Contract which is not capable of remedy;

20.2.2 Becomes bankrupt, insolvent, makes any composition with its creditors, has a receiver appointed under the Mental Health Act 1982 or dies.

20.3 The termination of the Contract howsoever arising is without prejudice to your or our rights, duties and liabilities accrued prior to or on termination. The clauses which expressly or impliedly have effect after termination will continue to be enforceable after termination.
21. Assignment
We may assign, hold on trust, license or sub-contract all or any part of our rights or obligations under any Contract. Each and every Contract is personal to you and you may not assign, hold on trust, license or sub-contract all or any of your rights or obligations under any Contract without our prior written consent.
22. Interpretation
22.1 These conditions shall be interpreted without reference to their headings.

22.2 The formation, existence, construction, performance, validity and all aspects whatsoever of the Contract or of any term of the Contract shall be governed by English law, and the English courts will have exclusive jurisdiction to settle any disputes which may arise out of or in connection with the Contract.

22.3 If any clause or provision of the Contract is found by any court, tribunal, administrative body or authority of competent jurisdiction to be illegal, invalid or unenforceable then that provision will, to the extent required, be severed from the Contract and will be ineffective without, as far as is possible, modifying any other clause or part of the Contract and this will not affect any other provisions of the Contract which will remain in full force and effect.

22.4 The waiver of rights arising from any breach of any of these Terms and Conditions or the non-enforcement of any of these Terms and Conditions shall not prevent the subsequent enforcement of that condition or the exercise of any right arising from that breach and shall not be deemed a waiver of rights from any subsequent breach.

22.5 Neither of us intend that any of the terms of any Contract will be enforceable by virtue of the Contracts (Rights of Third Parties) Act 1999 by any person not a party to it.

22.6 Details about you and/or your company will be held in electronic and paper formats. These details will only be used by AlphaGraphics and its agents for general business purposes, marketing and research. If you do not wish to be contacted for marketing purposes, please tick this box