SCREEN PRINT WORLD LIMITED – TERMS AND CONDITIONS

The Buyer’s attention is drawn in particular to clause XII.

These terms and conditions (these Terms), together with the Quote and the Order constitute a binding legal agreement (the Agreement) between the Buyer and the Seller for the provision of Goods and/or Services. 

I. DEFINITIONS

In these Terms the following definitions and rules of interpretation apply:

Business Day: a day other than a Saturday, Sunday or public holiday in England.

Buyer: the person, company or other legal entity that purchases Goods and/or Services under the Agreement;

Goods: the equipment, consumables and other goods (or any part of them) to be supplied to the Buyer by the Seller, as set out in the Order;

Intellectual Property Rights: all patents, rights to inventions, copyright and related rights, trade marks and service marks, business names and domain names, rights in get-up, goodwill and the right to sue for passing off, rights in designs, rights in computer software, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how and trade secrets), and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world;

Order: the Buyer’s order for the supply of Goods and/or Services, as: 

• (i) placed through the Seller’s website;
• (ii) set out in the Buyer’s purchase order form;  
• (iii) set out in the Buyer’s written or verbal acceptance of the Quote; or
• (iv) placed verbally by the Buyer by telephone, as the case may be;

Order Confirmation: an email or other document issued by the Seller to the Buyer confirming that the Order has been received by the Seller and is being processed;

Quote: the document issued to the Buyer by the Seller setting out the Seller’s quotation for the provision of Goods and/or Services;

Seller: Screen Print World Limited, a company registered in England and Wales with company number 05957905, whose registered office is at 15-17 Church Street, Stourbridge, West Midlands, DY8 1LU and whose business address is Unit 8, Foley Business Park, Kidderminster, Worcs, DY11 7PG;

Services: the installation, training and any other professional services to be supplied by the Buyer to the Seller under the Agreement.

Specification: any specification for the Goods, including any related plans and drawings, that is agreed by the Buyer and the Seller.

Interpretation:

• (a) A person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality).
• (b) A reference to legislation or a legislative provision is a reference to it as amended or re-enacted and includes all subordinate legislation made under that legislation or legislative provision.
• (c) Any words following the terms including, include, in particular, for example or any similar expression shall be interpreted as illustrative and shall not limit the sense of the words preceding those terms.
• (d)A reference to writing or written includes email.

II. THE AGREEMENT

1. In response to an enquiry from the Buyer the Seller may issue a Quote which, subject to sub-clause 2 below, shall be effective from its date of issue for the period of time set out in the Quote. If no period of time is set out in the Quote, it shall be effective for 30 days from its date of issue. If a Quote is not accepted by the Buyer within the applicable period of time, the Quote shall automatically lapse and be of no effect.

2. The Seller may, by giving written notice to the Buyer at any time up to 2 Business Days before delivery of the Goods, increase the price of the Goods to reflect any increase in the cost of providing the Goods that is due to:

• (a) any factor beyond the Seller’s control (including without limitation foreign exchange fluctuations, increases in taxes and duties or increases in the prices that the Seller has to pay its suppliers for the materials which make up the Goods or the costs to the Seller of producing the Goods);
• (b) any request by the Buyer to change the delivery date(s), quantities or types of Goods ordered, or the Specification; or
• (c) any delay caused by any instructions of the Buyer or failure of the Buyer to give the Seller adequate or accurate information or instructions.

3. Quotes issued by the Seller and Orders issued by the Buyer are not legally binding upon either party. An Agreement shall take effect and become legally binding on the parties only when the Seller issues an Order Confirmation to the Buyer or acts in any manner which is consistent with fulfilling that Order.

4. If the Buyer wishes to modify any of the Goods following commencement of the Agreement, such modification can only take place if the parties are able to agree in writing any adjustment to the sums payable to the Seller as a result of such modification, in accordance with clause [ ]. 

5. Any samples, drawings, descriptive matter or advertising issued by the Seller and any descriptions of the Goods contained in the Seller’s catalogues, brochures or marketing materials are issued or published for the sole purpose of giving an approximate idea of the Goods described in them. They shall not form part of the Agreement nor have any contractual force.

6. These Terms apply to the Agreement to the exclusion of any other terms that the Buyer seeks to impose or incorporate, or which are implied by law, trade custom, practice or course of dealing. 

7. The Buyer waives any right it might otherwise have to rely on any term endorsed upon, delivered with or contained in any document of the Seller that is inconsistent with these Terms.

III. SUPPLY OF GOODS

1. The Goods shall be provided to the Buyer in accordance with the applicable Specification.

2. The Seller reserves the right to amend the Specification if required by any applicable law or regulatory requirement, and the Seller shall notify the Buyer in any such event.

3. Any description given or applied to the Goods outside of the Specification is given by way of identification only and the use of such description shall not constitute a sale by description. For the avoidance of doubt, the Buyer hereby affirms that it does not in any way rely on any description when entering into the contract.

4. Where a sample of the Goods is shown to and inspected by the Buyer, the parties accept that such a sample is representative in nature and the bulk of the Order may differ slightly as a result of the manufacturing process.

IV. DELIVERY OF THE GOODS

1. The Seller shall ensure that the Goods are properly packed and secured in such manner as to enable them to reach their destination in good condition.

2. Unless otherwise agreed in writing by the parties, delivery of the Goods shall take place at the address specified by the Buyer in the Order or such other location as the parties may agree (the Delivery Location).

3. Delivery of the Goods shall take place on, or as close as possible to, the date required by the Buyer. The Buyer shall make all arrangements necessary to take delivery of the Goods whenever they are tendered for delivery. Any dates quoted for delivery of the Goods are approximate only and the time of delivery is not of the essence.

4. No delay in delivery of the Goods shall entitle the Buyer to damages or to reject any delivery or any further instalment or part of the Order or any other order from the Seller or to cancel or repudiate the Agreement or the Order.

5. Delivery shall be completed upon the completion of unloading the Goods at the Delivery Location. Where the Goods consist of machinery, those Goods will be delivered to a ground floor accessible area and the Buyer will be responsible for providing and using any lifting equipment required to move such machinery to its final location. If lifting equipment is not available at the time of delivery and if any of the machinery has to be dismantled to gain access to the Buyer’s premises, additional charges of £50 per hour plus overnight expenses if required will be levied by the Seller. 

6. Where the Seller is to provide installation Services, the Buyer shall ensure that all air lines, compressors, gas lines and electrical requirements are in place on delivery to enable installation to take place and that a qualified person undertakes the connection work for those requirements after installation has been completed. Failure to have these requirements in place or an appropriately qualified person available to undertake the connection work will result in additional charges of £50 per hour and overnight expenses being levied by the Seller.

7. If, for any reason, the Buyer is unable to accept delivery of the Goods when the Seller has notified the Buyer that the Goods are ready for delivery, the Seller may (at its option) arrange for storage of the Goods until delivery takes place and the Buyer shall be liable to pay to the Seller the reasonable costs (including insurance) of such storage. This provision is without prejudice to any other right which the Seller may have in respect of the Buyer’s failure to take delivery of the Goods or to pay for them in accordance with the Agreement, when payment would have been due if the Goods had been delivered when ready for delivery.

8. Following delivery and, where applicable, installation of the Goods by or on behalf of the Seller the Buyer shall inspect the Goods (and their installation where applicable) and shall sign a receipt to confirm the Buyer’s acceptance of such delivery (and installation where applicable). The Buyer must report to the Seller any damage to delivered Goods, any shortage or over delivery in the volume of delivered Goods or any duplicated orders in relation to delivered Goods  within 48 hours of signing the receipt to confirm acceptance of those Goods, to enable replacement or refund.

9. The Seller’s website and other materials will state the dates between which the Seller will shut down for the Christmas period. Any Orders placed during this period will be processed by the Seller on the first Business Day following the specified Christmas period. Similarly, any Orders placed on a day which is not a Business Day will be processed by the Seller on the next Business Day.

10. The Seller’s shipping terms and conditions, which can be found at: https://screenprintworld.co.uk/delivery-information/ specify the available delivery options, prices, timescales, cut-off times and additional terms applicable to the delivery of Goods. The Buyer should carefully review those terms and conditions before placing an Order.

11. The Seller will not be responsible for delivery of any Orders placed via the Seller’s website by Buyers located outside the UK. For such Orders, unless the parties agree that the Seller will arrange for delivery of an Order, the Buyer will be responsible for arranging and paying the cost of collection of the Goods from the Seller’s premises or delivery of the Goods to the Buyer (as applicable), for informing the Seller of all relevant information relating to such collection and for providing the Seller with any necessary shipping information and labels. Please contact the Seller’s office on 0044 1562 829009 if you have any queries.

V. QUALITY OF THE GOODS

1. The Seller warrants that on delivery, and for a period of 12 months from the date of delivery (New Goods Warranty Period), any new Goods shall:

• (a) conform in all material respects with the applicable Specification;
• (b) be free from material defects in design, material and workmanship;
• (c) be of satisfactory quality (within the meaning of the Sale of Goods Act 1979); and
• (d) be fit for any purpose held out by the Seller.

2. In relation to the sale of used or second hand Goods which are machinery, the Seller warrants that on delivery, and for a period of 30 days from the date of delivery (Second Hand Goods Warranty Period), such used or second hand Goods (but excluding belts, elements, radiant panels or any bulbs of any description) shall:

• (a) conform in all material respects with the applicable Specification;
• (b) be free from material defects in design, material and workmanship;
• (c) be of satisfactory quality (within the meaning of the Sale of Goods Act 1979); and
• (d) be fit for any purpose held out by the Seller.

Except as expressly outlined above, all other used or second hand Goods sold by the Seller are “sold as seen”. The Seller makes no representations and gives no warranties as to the quality, condition, state or description of the used or second hand Goods, or their fitness or suitability for any purpose. All implied statutory or common law terms, conditions and warranties as to those Goods are excluded to the fullest extent permitted by applicable law. It is the Buyer’s responsibility to inspect the Goods before purchase to satisfy itself as to the quality and condition of the used or second hand Goods.

3. Subject to sub-clause 4 below:

• (a) if the Buyer gives notice in writing to the Seller during the New Goods Warranty Period or the Second Hand Goods Warranty Period (as applicable) within a reasonable time of discovery that some or all of the Goods do not comply with the warranty set out in sub-clause 1 above; and
• (b) provided the Seller is given a reasonable opportunity of examining such Goods,

the Seller shall, at its option and to the extent that it agrees that new Goods do not comply with the warranty set out in sub-clause 1 above or used or second hand Goods do not comply with the warranty set out in sub-clause 2 above, repair or replace the defective Goods, or refund the price of the defective Goods in full.

4. The Seller shall not be liable for the Goods’ failure to comply with the warranty set out in sub-clause 1 or in sub-clause 2 above (as applicable) if:

• (a) the Buyer makes any further use of such Goods after giving a notice in accordance with sub-clause 3;
• (b) the defect arises because the Buyer failed to follow the Seller’s oral or written instructions as to the storage, installation, commissioning, use or maintenance of the Goods or (if there are none) good trade practice regarding the same;
• (c) the defect arises as a result of the Seller following any information, measurements or other documents supplied to it by the Buyer;
• (d) the defect arises as a result of materials, components or other items provided by the Buyer for use in the manufacture or provision of the Goods;
• (e) the Buyer alters or repairs such Goods without the Seller’s written consent;
• (f) the defect arises as a result of fair wear and tear, wilful damage, negligence, or abnormal working conditions; or
• (g) the Goods differ from the Specification as a result of changes made to ensure they comply with applicable statutory or regulatory requirements.

5. Except as expressly provided in this clause V, the Seller shall have no liability to the Buyer in respect of the Goods’ failure to comply with the warranty set out in sub-clause 1 above or the warranty set out in sub-clause 2 above (as applicable).

6. The terms implied by sections 13 to 15 of the Sale of Goods Act 1979 are, to the fullest extent permitted by law, excluded from the Agreement.

7. These Terms shall apply to any repaired or replacement Goods supplied by the Seller.

VI. RISK

Where the Goods are delivered to the Buyer by the Seller, risk in those Goods shall pass to the Buyer upon completion of delivery. Where the Buyer arranges to collect the Goods from the Seller, risk will pass to the Buyer when the Goods are entrusted to the Buyer or are set aside for collection, whichever happens first.

VII. TITLE

1. Title in the Goods shall not pass to the Buyer until the Seller has received payment in full (in cleared funds) for those Goods.

2. Until title to the Goods has passed to the Buyer, the Buyer shall:

• (a) store the Goods separately from all other goods held by the Buyer so that they remain readily identifiable as the Seller’s property; 
• (b) not remove, deface or obscure any identifying mark or packaging on or relating to the Goods;
• (c) maintain the Goods in satisfactory condition and keep them insured against all risks for their full price from the date of delivery; and
• (d) give the Seller such information as the Seller may reasonably require from time to time relating to the Goods.

3. At any time before title to the Goods passes to the Buyer, the Seller may:

• (a) by notice in writing, terminate the Buyer’s right to use the Goods in the ordinary course of its business; and
• (b) require the Buyer to deliver up those Goods and, if the Buyer fails to do so promptly, enter any premises of the Buyer or of any third party where the Goods are stored in order to recover them.

VIII. SUPPLY OF SERVICES

1. The Seller shall use reasonable endeavours to meet any performance dates for the Services agreed between the parties, but any such dates shall be estimates only and time shall not be of the essence for the performance of the Services.

2. The Seller warrants that the Services will be provided to the Buyer using reasonable skill and care.

3. Where the Services consist of the installation of Goods, such installation will take place only when the pre-install sheet has been read, agreed, amended where necessary and signed by both parties. Where this sheet is not available, if the Seller agrees to proceed with installation that installation will take place on the basis that the specification discussed between the parties has been agreed between them.

IX. BUYER OBLIGATIONS

1. The Buyer shall:

• (a) ensure that the terms of the Order and any information it provides it provides to the Seller regarding the Goods and/or Services are complete and accurate;
• (b) co-operate with the Seller in all matters relating to the Services;
• (c) provide the Seller, its employees, agents, consultants and subcontractors, with such access to the Buyer’s premises, personnel and facilities as is reasonably required by the Seller to provide the Services;
• (d) provide the Seller with such information and materials as the Seller may reasonably require in order to supply the Services, and ensure that such information is complete and accurate in all material respects; and
• (e) comply with all applicable laws, including health and safety laws, relating to the Goods and/or Services;

X. PRICE AND PAYMENT

1. The price payable for the Goods (including and deposit where applicable), together with any delivery costs (where applicable), and the charges payable for the Services shall all be as set out in the Quote and confirmed in the Order.

2. All amounts payable by the Buyer under the Agreement are exclusive of VAT or any other applicable costs. 

3. Credit terms may be offered to the Buyer, subject to satisfactory credit vetting of the Buyer by the Seller. Any offer of credit will be at the sole discretion of the Seller.

4. Where credit terms are offered, payment of the price, charges, VAT and any other applicable costs shall be due within 30 days of the date of the invoice supplied by the Seller, unless otherwise agreed in writing between the parties. In cases where credit is not offered, the Seller will be required to make payment in full for the Goods and/or Services before the Goods will be released by the Seller and before the Seller will provide the Services.

5. Without prejudice to any other right or remedy that the Seller may have, if the Buyer fails to pay any undisputed sum which is due to the Seller under the Agreement by the due date then:

• (a) the Buyer shall pay interest on the overdue sum from the due date until payment of the overdue sum, whether before or after judgment. Interest under this sub-clause will accrue each day at 4% a year above the Bank of England’s base rate from time to time;
• (b) the Seller shall be entitled to:
  • i. require payment in advance of delivery in relation to any Goods not previously delivered and/or any Services to be provided; or
  • ii. refuse to make delivery of any undelivered Goods or to provide any Services, without incurring any liability whatever to the Buyer.

XI. RETURN OF UNUSED GOODS

1. All Goods are sold on a firm sale basis (i.e. the Seller will not accept the return of any unused and undamaged Goods which are not required or sold by the Buyer), unless the Seller acting in its sole discretion agrees otherwise, in which case the following terms shall apply:

• (a) any return of such Goods must be approved by an authorised representative of the Seller before any credit will be given;
• (b) the Buyer shall be responsible for the delivery cost of returning those Goods to the Seller and must ensure that they are carefully packaged to avoid any damage in transit. The Seller will not be obliged to accept any Goods that have been used or have been damaged in any way. The Seller will only accept returns of Goods that appear in the Seller’s current publication list; and
• (c) credit of amounts due from or that have been paid by the Buyer will only be given for Goods that are in saleable condition.

XII. LIMITATION OF LIABILITY

1. The Buyer agrees that the express obligations of, and warranties given by, the Seller in these Terms are in lieu of and to the exclusion of any other warranty, condition, term, undertaking or representation of any kind, express or implied, statutory or otherwise relating to anything supplied or services provided under or in connection with the Agreement including (without limitation) as to the condition, quality performance, satisfactory quality or fitness for purpose of the Goods, the Services, or any part of them.

2. The Buyer acknowledges that the Seller’s obligations and liabilities in respect of the Goods and the Services are exhaustively defined in this Agreement.

3. The Buyer is responsible for the consequences of its operation and use of the Goods and acknowledges that the Seller will not be liable for any indirect or consequential loss, damage, cost or expense of any kind whatever and however caused, whether arising under contract, tort (including negligence) or otherwise, including (without limitation) physical damage to property, business interruption, loss of production, loss of or corruption to data or digital information, loss of profits or of contracts, loss of operation time and loss of goodwill or anticipated savings, even if the Seller has been advised of their possibility.

4. Neither party may benefit from the limitations and exclusions set out in this  clause  in respect of any liability arising from its deliberate default.

5. Nothing in this clause XII. shall limit the Buyer’s payment obligations under the Agreement.

6. Nothing in the Agreement limits any liability which cannot legally be limited, including liability for:

• (a) death or personal injury caused by the negligence of a party;
• (b) fraud or fraudulent misrepresentation; or
• (c) breach of the terms implied by section 12 of the Sale of Goods Act 1979 or section 2 of the Supply of Goods and Services Act 1982 (title and quiet possession).

7. Subject to sub-clauses 4 and 6, the Seller’s total liability to the Buyer (whether in contract, tort, including negligence or otherwise) arising under or in connection with the Agreement shall be limited to the total value of the sums paid by the Buyer under the Agreement for the Goods and/or Services.

XIII. TERMINATION

1. Without affecting any other right or remedy available to it, either party may terminate the Agreement with immediate effect by giving written notice to the other party if the other party:

• (a) commits a material breach of any term of the Agreement and (if such a breach is remediable) fails to remedy that breach within 14 days after being notified in writing to do so;
• (b) repeatedly breaches any of the terms of the Agreement in such a manner as to reasonably justify the opinion that its conduct is inconsistent with it having the intention or ability to give effect to the terms of the Agreement;
• (c) takes any step or action in connection with its entering administration, provisional liquidation or any composition or arrangement with its creditors (other than in relation to a solvent restructuring), obtaining a moratorium, being wound up (whether voluntarily or by order of the court, unless for the purpose of a solvent restructuring), having a receiver appointed to any of its assets or ceasing to carry on business or, if the step or action is taken in another jurisdiction, in connection with any analogous procedure in the relevant jurisdiction; or
• (d) suspends or ceases, or threatens to suspend, or cease, to carry on all or a substantial part of its business.

2. On termination of the Agreement, the Buyer shall immediately pay to the Seller all of the Seller’s outstanding unpaid invoices and interest and, in respect of Goods and/or Services supplied but for which no invoice has been submitted, the Seller shall submit an invoice, which shall be payable by the Buyer immediately on receipt.

3. Termination of the Agreement, however arising, shall not affect any of the parties’ rights and remedies that have accrued as at termination, including the right to claim damages in respect of any breach of the Agreement which existed at or before the date of termination. 

4. Any provision of the Agreement that expressly or by implication is intended to come into or continue in force on or after termination of the Agreement shall remain in full force and effect

XIV. FORCE MAJEURE

The Seller shall not be liable for any delay or failure to perform any of its obligations if the delay or failure results from events or circumstances outside its reasonable control, including but not limited to acts of God, strikes, lock outs, accidents, war, fire, breakdown of plant or machinery or shortage or unavailability of raw materials from a natural source of supply, and the Seller shall be entitled to a reasonable extension of its obligations. If the delay persists for such time as the Seller considers unreasonable, it may, without liability on its part, terminate the Agreement by providing written notice to the Buyer.

XV. GENERAL PROVISIONS

1. Relationship of the parties: Nothing contained in these Terms shall be construed as establishing or implying any partnership or joint venture between the parties or to authorise either party to act as the agent of the other party.

2. Variation: Except as set out in these Terms, no variation of the Agreement shall be effective unless it is agreed in writing and signed by the parties (or their authorised representatives).

3. Assignment: The Buyer may not assign, transfer, sub-contract or deal in any other manner with all or any of its rights or obligations under the Agreement without the prior written consent of the Seller. In the case of goods manufactured and despatched by M & R Companies, separate warranties, including terms and conditions, are available on request.

4. Waiver: A waiver of any right or remedy under the Agreement or law is only effective if given in writing and shall not be deemed a waiver of any subsequent breach or default. A delay or failure to exercise, or the single or partial exercise of, any right or remedy shall not waive that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy.

5. Severability: If any provision or part-provision of the Agreement is or becomes invalid, illegal or unenforceable, it shall be deemed deleted, but that shall not affect the validity and enforceability of the rest of the Agreement. 

6. Governing law and jurisdiction: The Agreement shall be governed by and construed in accordance with the laws of England and the parties hereby irrevocably submit to the exclusive jurisdiction of the English courts to determine any dispute or claim arising out of or in connection with the Agreement.