Conditions of SaleIn this document ‘GSN’ refers to Graphic Supply Network Limited.
1. General. Instructions for work are accepted on the basis that the following terms and conditions apply and that agreement has been reached regarding credit terms. Any changes to these terms and conditions must be agreed in writing prior to the order being accepted.
2. Specifications and Goods.
2.1 Supplied by client. Where specifications are supplied by the client or approved by them following proposals by GSN we assume these to be correct. Costs incurred due to any changes to these specifications following approval are the responsibility of the client and will be levied on the client.
2.2 Supplied by GSN. Where specifications are proposed by GSN on the basis of information supplied by the client, GSN will not be held responsible for any loss or damage caused through the uses of supplied materials in any way contrary to those stated by the client.
2.3 Artwork. Except for the circumstances in paragraph 2.4, where any artwork, photographs, trade marks or other material subject to copyright is supplied by the client, or obtained by GSN at their request, these will be used on the basis that the copyright thereof is either owned by the client or that the client has obtained the necessary permissions for their reproduction. All artwork supplied to GSN should be in a format and delivered in accordance with advice supplied by GSN to the client. Any costs incurred due to failure to ask for advice or non-compliance with advice given will be levied on the client
2.4 Photography. Unless previously agreed to the contrary the copyright for any photographs made by GSN employees or agents at the request of a client will remain with the photographer but permission will be granted for their use for a specified purpose. Where copyright is permanently reassigned to a third party a higher charge will be made.
2.5 Manufactured Goods. All specifications relating to goods manufactured or offered and to services offered by GSN are subject to change without notice. Specifically GSN will not be held responsible for changes necessitated by alterations in articles or raw materials supplied to us by our suppliers.
2.6 Printed Output. Unless specifically instructed to the contrary printed output will be not be supplied unless a proof copy supplied to the client has been approved and a signed approval returned to GSN. Any costs incurred due to changes to this approved proof after approval will be notified to the client and levied on them. No responsibility will be accepted for layout inconsistencies due to software and font versions where no proof has been supplied to GSN.
2.7 Colours. Due to the technical differences between printing processes and the number of variables within each process, no guarantee can be given to provide exact colour matches. Colour matching will be carried out to as great an extent as possible within the constraints of cost, time and technicalities, and where necessary a proof will be supplied for specific approval. To this end a colour proof must be supplied where this is an issue.
2.8 Tolerances. Most of the equipment used to produce the goods we supply is subject to tolerances that are beyond our control. Prints and equipment will be produced dimensionally and colourwise to as close a tolerance as we can. However, we cannot guarantee to produce work to closer tolerances than equipment allows. In practise this means that two consignments may not be identical in size or colour but will be a close match.
3. Despatch and delivery.
3.1 Times and costs. Goods and services will normally be despatched within the periods cited on this website. Those periods are full working days and commence once we are in receipt of official order, approved specifications and full artwork if required. Any changes to this must be agreed beforehand and a decrease in delivery time may incur a surcharge. Surcharges are not normally included in quotations and are not included in the prices displayed on this website. We will notify you of any surcharge once we are in receipt of approved specifications, delivery instructions and if required, full artwork.
3.2 Delivery Location. Delivery costs are normally quoted for a single UK (mainland) location in a single delivery. Where this is altered at the request of the client an increased charge will be made. In any other circumstances any increased cost will be apportioned by negotiation with regards to the individual circumstances.
3.3 External influences. While we will endeavour to ensure that the time for delivery stated in the contract is adhered to we shall be under no liability or responsibility in respect of loss or damage arising from delay in delivery or from a total or partial non-delivery due to strikes, lock-outs force majeure, shortage of labour or materials, failure to supply adequate information for the manufacture and/or design of the goods to be supplied, loss or damage by fire, civil commotion or delays on the part of sub-contracts or suppliers of material, but in the event of any such happenings the reason for such delay or non-delivery shall be given to the client by us as soon as reasonably possible. Specifically GSN will not be held liable or responsible for losses or damage arising from the failure on the part of the carrier for whatever reason.
3.4 Lost or damaged Goods. Where goods are sent by independent carrier all responsibility on our part cease when the goods leave our premises. Any goods which are received in a damaged condition should be signed for as ‘damaged’ or if inspection is not possible as ‘uninspected’. Such damage must in any case be notified in writing to GSN within 48 hrs of receipt. Damaged or lost goods will normally be replaced by GSN but any reimbursement of charges will be in dependant upon those reimbursed to GSN by the carriers. Clients may be required to submit additional written notification or other information direct to the carrier.
4. Guarantees etc.
4.1 Guarantee. All goods supplied are guaranteed as fit for the purpose supplied. This purpose is as dealt with in the specification (see paragraph 2). Due to the wide variety and nature of products supplied by GSN no general guarantee is offered. However, with proper handling individual products are deemed fit for minimum periods of use and this can be specified where requested. Guarantees which are offered by manufacturers of specific products which are supplied by GSN are subject to the conditions laid down by those manufacturers and no further guarantees are offered by GSN.
4.2 Defects. Any defects which are apparent in goods upon receipt by the client must be notified to GSN within 48 hrs and a remedy will be offered. This may be replacement in full, replacement in part or repair at the discretion of GSN.
4.3 Exclusions. So far as may be lawful we hereby exclude all liability representations and implied or expressed terms, warranties, and conditions in respect of the quality of the goods supplied or of the processing of goods carried out under this contract and their fitness for any purpose and all other matters relating thereto save that we shall make good any defects in goods of our own manufacture or in any processing which we have carried out provided that such defects arise solely from faulty materials or workmanship and are notified to us within twelve calendar months from the date of the delivery to the Customer. Any processing following this period, including parts replaced and workmanship, is covered for three months in accordance with the preceding terms. In no circumstances shall we be responsible for any direct or consequential loss or damage sustained by the Customer by reason of any defects of any kind whatsoever in the goods supplied or in processing carried out by us.
5. Prices and Payments. Prices are subject to review at any time. Payment for goods is required 30 days from the date of raising an invoice and this will normally be strictly adhered to. An extension of this period to 60 days can be made by prior arrangement in special circumstances. Payment for all goods and services supplied or carried out under the contract shall be made in full upon the due date without any set off or counterclaim of any kind. GSN reserves the right to charge interest at a rate of 2% over the Lloyds Bank Plc Base Rate on accounts which are more than 30 days overdue for payment. The existence of any defect in processing carried out or goods supplied shall not entitle the Customer to withhold payment under the contract in whole or in part. The customer’s rights and remedies in respect of any such defect are limited to those set out in the immediately preceding clause.
6. Packing. Under normal circumstance the cost of packing will be invoiced along with the goods. If so requested by the client certain items can be dispatched in reusable packaging and where this is the case the cost of returning the empty packaging must be met by the client.
7. Risk.
7.1 Use of goods. Any goods supplied by GSN are used at the risk of the client and GSN cannot be held responsible for any loss, damage or injury caused through such use whether through misuse, poor design or manufacture or mechanical failure of any kind. The client will indemnify GSN against any claims arising from the use or misuse of any goods supplied by them.
7.2 Goods in transit. When we hold a client’s goods for any purpose we do so without the assumption of any liability and at the Customers sole risk.
8. Retention of Title. The intending Customer acknowledges that before entering into an Agreement for the purchase of any goods from us he has expressively represented and warranted that he is not insolvent and has not committed any acts of bankruptcy or being a Company with limited or unlimited knows of no circumstances which would entitle any Debenture holder or secured creditor to appoint a Receiver to petition for winding-up of the company or apply for the appointment of an Administrator or exercise any other rights over or against the Company’s assets.
8.1. The acceptance by us of any order for goods shall constitute an Agreement to sell the goods and not be a sale of them and no title to the said goods shall pass to the intending Customer by reason of delivery or acceptance of the same.
8.2. We shall remain the sole and absolute owners of the goods until such time as the agreed price of the goods shall have been paid in full to us by the intending Customer and (if payment is by cheque) until clearance of the cheque. Until such time the intending Customer shall be the Bailee of the goods for us and shall store them upon his premises separately from his own goods and those of any other person and in a manner which makes them readily identifiable as our goods and shall fully insure them against any damage or loss.
8.3. Goods the subject of any Agreement by us to sell, shall be at risk of the intending Customer as soon as they are delivered by us to the intending Customer’s vehicles or his premises or otherwise to his order.
8.4. The intending Customer’s right to possession of the goods shall cease at whichever is the earliest of the following dates:-
8.4.1 on the expiration of the agreed period of credit, if any
8.4.2 if he, not being a Company, commits an act of bankruptcy, makes a proposal to his creditors for a composition under Section 110 of the insolvency Act 1985, or does anything which would entitle a Petition for a Bankruptcy Order to be made
8.4.3 If the intending Customer being a Company does anything or fails to do anything which would entitle a Receiver to take possession of any assets or which would entitle any person to present a Petition for winding-up or apply for an Administration Order.
8.5. If a Company, the intending Customer, or any Director thereof, shall not apply to the court under section 28(1) of the Insolvency Act 1985 for the appointment of an Administrator without the aforesaid Notice shall be deemed to be a fundamental breach of Contract.
8.6. We may for the purpose of recovery of our goods enter upon any premises where they are stored or where they are reasonably believed to be stored and may re-possess the same.
8.7. The intending Customer shall be at liberty to sell on our goods at any price not less than the price agreed between us and the intending Customer. If he sells on his account he shall sell as our Agent and Bailee in law and in equity and shall hold the proceeds thereof in trust for us and shall not mingle the proceeds with other monies and shall not pay the cheque or cash therefore into an overdrawn bank account. He shall open a fiduciary deposit account with his Bankers and thereupon notify them in writing that he holds the entire proceeds of sale to the sub-Customer as our Trustee and not until payment to us of the agreed price shall he be entitled to withdraw any other monies from the fiduciary account or transfer from it any sum to any other account. We shall be entitled to any interest earned on the fiduciary account.
8.8. The intending Customer shall be at liberty to incorporate our goods into another product or chattel subject to the condition that if goods, our property are admixed or untitled in any way with those of the intending customer, the product thereof shall become and/or shall be deemed to be for all purposes, our property. If goods our property are admixed or united in any way with the property of any person or persons other then the intending Customer or are processed with or incorporated therein the product thereof shall become and shall be deemed for all purposes to be owned in common between ourselves and that other person or those other persons.
8.9. On the sale to a sub-Customer of any products, goods or chattels to which our goods have been attached or into which they have been incorporated the proceeds thereof shall be held in trusts for us (or as the case maybe ourselves and such other person or persons) shall not be mingled with other monies and shall not be paid into any overdrawn bank account but shall be paid forthwith into a fiduciary account for us (or as the case may be ourselves and such other person or persons) with the intending Customer’s Bankers to whom the intending Customer shall thereupon give notice in writing that the intending Customer holds the entire proceeds of sale to the sub-Customer as our Trustee (or for ourselves and such other person or persons as aforesaid, as the case may be) and not until payment to us of the agreed price shall the intending Customer be entitled to withdraw any sum from the fiduciary account or to transfer any monies therefrom to any other account. We (or ourselves and such other persons aforesaid, as the case maybe) shall be entitled to any interest earned on the fiduciary account.
8.10. If a Receiver be appointed to the intending customer and at the time thereof the intending customer shall not have received the proceeds of sale the intending customer or the Receiver as Agents for the intending Customer shall forthwith notify us in writing and shall assign to us within 7 days all rights against the person or persons to whom the goods have been sold.
8.11. If a Receiver or Manager or any other person acting for the intending Customer fails promptly to return any goods, our property, the return of which has been demanded by us, he shall pay us the agreed price of the goods, and liquidated damages for detinue and/or conversation, and if any such person shall fail promptly to assign to us any rights against the third person as required by these conditions shall be liable to pay us interest on the agreed price at Lloyds Bank Plc Base Rates plus 5% until we receive the whole of the monies due.
8.12. If a Receiver or Manager or any other person acting on behalf of the intending Customer shall in any way seek to impugn our title to the said goods or shall seek to claim that this conditional sale amounts to a charge on the intending Customer’s assets he shall pay us an amount equal to the agreed price of the said goods and liquidated damages for slander of title.
9. Arbitration. If at any time any question, dispute, or difference whatever shall arise between you and ourselves upon, in relation to, or in connection with the contract, either of us may give the other advice in writing of the existence of such question, dispute or difference , and the same shall be referred to the arbitration of a person to be mutually agreed upon, or failing agreement of some person appointed by the president for the time being of the Law Society of England and Wales. This submission shall be deemed to be a submission to arbitration within the meaning of the Arbitration Act 1889, or any statutory modification thereof within the meaning of the Arbitration Act 1950 or any statutory re-enactment or modification thereof. Any arbitration shall be held in England.
10. V.A.T. The Company shall be entitled to charge the amount of any V.A.T. payable whether or not included on the quotation or invoice.
11. Conditions. These conditions shall govern the contract and any conditions imposed by the Customer in his order shall not apply unless expressly agreed by us.
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