Terms

GLOVER & SMITH Limited [terms and conditions of trade]

1. Application

1.1 These Terms and Conditions are incorporated into any contract between Glover & Smith and the Customer for the supply of goods and/or services by Glover & Smith to the Customer and shall apply to the exclusion of all terms and conditions conflicting with or purporting to modify them, except where otherwise agreed in writing.

2. Quotes and Orders

2.1 Where the Customer requests Glover & Smith to supply goods and/or services, Glover & Smith may give the Customer a written quote specifying: (a) the Work required; and (b) an Estimate for that Work.

2.2 Acceptance by Customer: When Glover & Smith has given the Customer the Quote: (a) Glover & Smith need not commence work until the Quote has been accepted; (b) the Customer may accept the Quote in writing (including email); (c) acceptance constitutes acceptance of these Terms and Conditions; (d) Glover & Smith reserves the right to correct any obvious errors in the Quote.

2.3 If a written Quote is accepted by the Customer: (a) the Quote shall be carried out and the Customer shall pay for the Work accordingly; (b) the Quote will be conclusive proof of the Customer's instructions and the Order; (c) unless otherwise agreed in writing, the Order may not be cancelled by the Customer.

2.4 Validity of Quote: A Quote (a) only remains valid for 30 days from the date it is given; and (b) may be withdrawn by Glover & Smith at any time by notice to the Customer.

2.5 Variations and Estimates: An Estimate is based on the current cost of production and is subject to amendment before or after acceptance of the Quote to meet any cost variation. Glover & Smith may amend an Estimate at any time before the Order is completed.

3. Charges

3.1 When the Order has been completed, Glover & Smith may issue an invoice for the amount of the Estimate or, if no Estimate was given, an amount representing Glover & Smith's charge for the Work done.

3.2 Additional charges may include: (a) fees for Preliminary Work; (b) fees for Additional Work due to changed instructions; (c) fees for urgent work including overtime; (d) fees for handling or storing Customer materials; (e) fees for correcting unsuitable materials supplied by the Customer; (f) freight and/or installation costs; (g) other charges referred to in these Terms and Conditions.

3.3 Under/Over-Supplies: The number of items produced may be up to 5% over or under the number specified. Where such a discrepancy occurs, Glover & Smith will adjust the amount charged at a pro rata rate.

3.4 If the Customer does not give specific instructions on style, type or layout before the Quote is prepared, Glover & Smith may use any style it considers appropriate and may charge for additional work resulting from subsequent alterations.

3.6 VAT and Taxes: The Estimate shall be increased by the amount of any VAT and other applicable taxes and duties, except to the extent expressly included in the Quote.

4. Delivery

4.1 Delivery is to be made at the place specified in the Quote. Any time stated for delivery is an estimate only. Glover & Smith is not liable for any delay in delivery.

4.2 Where the Customer is to collect the Goods, the Customer must do so from Glover & Smith's premises upon being notified that the Goods are ready for collection.

4.3 If Glover & Smith agrees to deliver the Goods, the Customer shall bear all freight costs and charges associated with that delivery.

4.4 The Customer may only reject the Goods if they do not comply with the Order. Notification of rejection must be made in writing within 7 days of delivery or notification that Goods are ready for collection.

4.5 If the Customer refuses to accept delivery, Glover & Smith may charge for any additional costs incurred, including storage and transportation costs.

5. Payment

5.1 All orders are supplied on a proforma basis. Glover & Smith may alter terms of payment or impose a credit limit at any time. Where the credit limit is exceeded, Glover & Smith may refuse to supply Goods, require security, or alter terms to cash on delivery.

5.2 Interest: If the Customer does not make payment by the due date, Glover & Smith may charge interest at 5% on overdue amounts and may cancel any Orders in existence.

5.3 Glover & Smith may issue a pro forma invoice before commencing the Order, or issue progress invoices where completing the Order will take more than a month.

5.4 If the Order is suspended for more than 30 days at the Customer's request, Glover & Smith may invoice for Work already done and other costs incurred.

5.5 The Customer must pay to Glover & Smith any costs, expenses or losses incurred as a result of the Customer's failure to pay on the due date, including debt collection and legal costs.

6. Risk

6.1 Risk of loss, damage or deterioration of the Goods passes to the Customer at the time of delivery, or at the time Glover & Smith notifies the Customer that the Goods are ready for collection.

6.2 If the Customer validly rejects the Goods, risk reverts to Glover & Smith at the time of notification of rejection (if Goods are at Glover & Smith's premises) or at the time the Goods are returned to Glover & Smith.

7. Ownership

7.1 Until the Customer has paid all sums outstanding, title in the Goods shall not pass to the Customer. The Customer holds the Goods as trustee for Glover & Smith and must store them separately and clearly identified as Glover & Smith's property.

7.2 The Customer may use or sell the Goods in the ordinary course of business, but proceeds of sale shall be held as trustee for Glover & Smith.

7.3 Glover & Smith shall have a general lien on all property of the Customer in its possession and may, after 14 days' notice, sell that property and apply the proceeds in satisfaction of sums owed.

7.4 Until property in the Goods passes to the Customer, the Customer shall keep the Goods insured in the name of Glover & Smith and the Customer for their respective interests.

8. Liability

8.1 The parties acknowledge that certain Non-excludable Rights may be implied under applicable English law which cannot be excluded, restricted or modified by agreement.

8.2 Except for Non-excludable Rights, Glover & Smith accepts no liability for any claim by the Customer or any other person, or for any representations made by any agent not expressly confirmed by Glover & Smith in writing.

8.3 Where permitted by law, liability for breach of a Non-excludable Right is limited to repair, replacement or re-supply of the Goods, provided all claims for defective Goods are reported within 48 hours of delivery and are fully documented.

8.4 Glover & Smith is not liable for any increased costs or expenses, loss of profit, revenue or business, loss resulting from a third party claim, or any special, indirect or consequential loss whatsoever.

8.5 Force Majeure: Glover & Smith will have no liability for failure to complete the Order or deliver the Goods as a result of any matter beyond Glover & Smith's control, including acts of God, fire, flood, industrial dispute, act of war, epidemic or government restriction.

8.6 Glover & Smith will not be liable for loss of any data stored on media supplied by the Customer.

8.7 Glover & Smith will not be responsible for errors in the Goods which appeared in a proof or sample and were not corrected by the Customer before the Order was completed.

9. Outside Work

9.1 If Glover & Smith obtains goods and/or services from a third party to carry out the Customer's instructions: (a) Glover & Smith will not be liable for any breach connected with the third party supply; (b) Glover & Smith acquires such goods/services as agent for the Customer; (c) the Customer must pay for such goods and/or services; (d) property in any goods incorporated into the Goods passes to Glover & Smith at the time of incorporation.

10. Customer's Property

10.1 If the Customer is responsible for supplying materials: (a) sufficient quantities must be supplied to allow for spoilage; (b) Glover & Smith will not normally count or check materials; (c) Glover & Smith will not be responsible for defects caused by unsuitable Customer materials; (d) property in Customer materials incorporated into the Goods passes to Glover & Smith at incorporation.

10.2 If the Customer leaves property with Glover & Smith without instructions, Glover & Smith may, six months after gaining possession, dispose of or sell the property and retain any proceeds as compensation.

10.3 Glover & Smith has no obligation to insure any Customer property in its possession.

10.4 Glover & Smith will hold any Customer property at the Customer's risk.

11. Intellectual Property and Ownership of Materials

11.1 Unless otherwise agreed in writing, all drawings, designs, plates, molds, media and other material produced by Glover & Smith in the course of performing the Order are the property of Glover & Smith.

11.2 Copyright in all artistic and literary works authored or produced by Glover & Smith shall be the property of Glover & Smith. The Customer warrants it has copyright or a licence to authorise reproduction of all works supplied, and must indemnify Glover & Smith against any breach of copyright.

11.3 The Customer warrants that use by Glover & Smith of any designs or instructions supplied by the Customer will not infringe any intellectual property of any other person.

11.4 Glover & Smith is not obliged to produce any illegal or libellous matter and the Customer agrees to indemnify Glover & Smith against any claim arising from the production of such matter.

11.5 The Customer must keep confidential and not use any ideas communicated by Glover & Smith without prior written consent.

11.6 All media used by Glover & Smith to store data for the purposes of completing the Order are the property of Glover & Smith.

11.7 Glover & Smith will not be responsible for storing any data when the Order has been completed.

12. General

12.1 Severability: Any invalid or unenforceable provision must be read down if possible, or severed to the extent of the invalidity without affecting the remaining provisions.

12.2 Governing law and jurisdiction: These Terms and Conditions are governed by the law in force in England and the parties submit to the non-exclusive jurisdiction of the courts of England.

12.3 Waiver: Failure to exercise any right or remedy shall not prejudice Glover & Smith's rights. Any waiver must be specified in writing and signed by an authorised officer of Glover & Smith.

12.4 Use of information: The Customer agrees that information given to Glover & Smith may be disclosed to a referee or credit agency to establish the Customer's credit worthiness.

12.5 Termination: Upon the occurrence of an Event of Default, Glover & Smith may terminate any contract with the Customer by notice in writing.

13. Interpretation

13.1 In these Terms and Conditions: "Additional Work" includes all Work undertaken as a consequence of the Customer's variation of instructions. "Business Day" means a day on which banks are open for general banking business. "Customer" means the customer for whom the Work is being carried out; where more than one person, liability is joint and several. "Estimate" means an estimate of cost for the Work contained in any Quote. "Event of Default" means an event where the Customer fails to comply with any contract with Glover & Smith, is declared bankrupt, enters liquidation, undergoes a change of control, ceases to carry on business, or becomes insolvent. "Goods" means the final goods produced by completing an Order. "Order" means an order in respect of which a Quote has been given and accepted. "Glover & Smith" means Glover & Smith Limited, Unit 10 Wilton Business Centre, Kingsway, Wilton, Salisbury, Wiltshire SP2 OAH. "Preliminary Work" means work performed at the Customer's request necessary to enable the Order to be commenced. "Quote" means the quote described in clause 2.1. "Work" means the work that is the subject of the Order.

13.2 In these Terms and Conditions, unless the context otherwise requires: (a) the singular includes the plural and vice versa; (b) a reference to a clause is a reference to a clause in these Terms and Conditions; (c) a reference to a party includes that party's executors, administrators, successors and permitted assigns; (d) where an expression is defined, another grammatical form has a corresponding meaning; (e) a reference to a period of time is to a calendar period.

13.3 Headings are for convenient reference only and do not affect interpretation.

13.4 If the day on which any act is to be done is not a Business Day: (a) if it involves a payment, it must be done on the preceding Business Day; (b) in all other cases, it may be done on the next Business Day.

13.5 Notices: Any notice under these Terms and Conditions shall be in writing and may be given by registered letter or facsimile transmission. Notices sent by facsimile shall be deemed served immediately upon completion of transmission within business hours, or at 9am on the following business day. A notice shall be sufficiently given if actually received by a party or delivered to and left at a party's registered office.