Terms and Conditions of Sale
1. General Terms of Business
1.1 The following terms and conditions will apply to all contracts made in writing or verbally for the sale, supply and delivery/collection of goods, services and material by Lawrence Davis Design Ltd. Any variation of the terms and conditions may only be amended or varied with the written agreement of Lawrence Davis Design Ltd.
1.2 Any order placed by a Customer shall constitute an offer to contract upon these express terms and conditions and no addition thereto or variation thereof whether contained in the Customer’s order or otherwise shall apply unless expressly agreed in writing by Lawrence Davis Design Ltd authorised representative. No order shall be binding upon Lawrence Davis Design Ltd unless accepted in writing by Lawrence Davis Design Ltd.
“Conditions” means the Standard Terms and Conditions of Sale set out in this document and (unless the context otherwise requires) includes any special terms and conditions agreed in writing between Lawrence Davis Design Ltd and the Customer.
“Customer” shall mean the person, firm or company who accepts a quotation of Lawrence Davis for the sale of the Goods and or whose order has been accepted by Lawrence Davis Design Ltd.
“Contract” shall mean the contract of for the sale and purchase of Goods and the supply of Services between Lawrence Davis Design Ltd and the Customer.
“Goods” shall mean the goods referred to in an order placed by the Customer and materials supplied by the Company under the Contract.
“Services” shall mean the design and printing of brochures/leaflets/graphics etc. and other advertising materials together with, where specified, application and installation of the Goods, provided by Lawrence Davis Design Ltd under the Contract.
“Writing” includes telex, electronic mail, cable, facsimile transmission and comparable means of communication.
“Parties” means Lawrence Davis and the Customer under the Contract.
3. Basis of Sale
3.1 Lawrence Davis Design Ltd shall sell / provide and the Customer shall purchase the Goods and/or Services in accordance with any written quotation of Lawrence Davis Design Ltd which is accepted by the Customer, or any written order of the Customer which is accepted by Lawrence Davis Design Ltd, subject in either case, to these conditions, which shall govern the Contract to the exclusion of any other terms and conditions subject to which any such quotation is accepted or purported to be accepted, or any such order is made or purported to be made, by the Customer.
3.2 Any typographical, clerical or other error or omission in any sales literature, quotation, price list, acceptance of offer, invoice or other document or information issued by Lawrence Davis Design Ltd shall be subject to correction without any liability on the part of the Company.
4. Proofs and Copyright
4.1 All artwork, text, style and graphics produced by Lawrence Davis Design Ltd on behalf of the Customer shall be submitted to the Customer for approval. Lawrence Davis Design Ltd shall accept no liability for errors not corrected by the Customer. Any amendments to be made after the Customer has approved artwork shall be subject to additional cost.
4.2 Copyright – the customer must take full responsibility with regard to the copyright/patent of any material or copy used including all content and images and is responsible for obtaining the necessary permission from the copyright holder. Where artwork, text, style or graphics have been supplied to Lawrence Davis Design Ltd by the Customer or by a third party on the Customer’s behalf, the Customer shall indemnify and keep indemnified Lawrence Davis Design Ltd against all costs and claims arising out of libellous matter or any infringement of copyright, patent, design or any other proprietary rights contained in such artwork, text, style, graphics, photographs, etc.
4.3 All logo’s, designs and artwork will remain the property of Lawrence Davis Design Ltd unless copyright is expressly released in writing.
4.4 Where an order is placed using material on a computer readable disk or other media for digital printing the Customer shall supply a colour layout of the desired end print and in the absence of a visual proof Lawrence Davis Design Ltd accepts no responsibility for any material variation in the interpretation of the Customer’s requirements. Time expended in alterations required to be made by Lawrence Davis Design Ltd due to incorrect information supplied by the Customer shall be subject to additional charge.
4.5 Unless specified by the Customer Lawrence Davis Design Ltd in its absolute discretion shall print all works for digital printing in a resolution most appropriate for any particular application.
4.6 All materials used in the production of work of any nature shall unless it is supplied by the Customer belong to Lawrence Davis Design Ltd.
4.7 Lawrence Davis Design Ltd shall use reasonable endeavours to obtain best results on materials supplied or specified by the Customer. Such materials may be rejected if they are deemed, in Lawrence Davis Design Ltd opinion, to be unsuitable. In such event Lawrence Davis Design Ltd may charge any additional costs incurred.
5. Price of Goods
5.1 The price of goods is based on Lawrence Davis Design Ltd current costs of production and unless otherwise agreed, are subject to amendment at any time after the acceptance to meet any rise or fall in such costs. Lawrence Davis Design Ltd will not be held to any price estimated over the telephone. A firm quotation will be given only when an accurate description of the work involved is given and may then be subject to variation.
5.2 The price is exclusive of any applicable value added tax, which the customer shall be additionally liable to pay to Lawrence Davis Design Ltd.
5.3 All prices exclude delivery and application, which are subject to the additional charges shown in the Contract.
6. Terms of Payment
6.1 A credit account may be opened at Lawrence Davis Design Ltd discretion and upon receiving two satisfactory trade and bank reference(s). All credit accounts are strictly nett and payable thirty days from the day of invoice. Lawrence Davis Design Ltd shall be entitled to charge interest at the rate of 2% per month, or part thereof, on all accounts not settled on the due date. In addition Lawrence Davis Design Ltd shall be entitled to claim compensation according to provisions under the late payment legislation if we are not paid according to agreed credit terms. This clause is subject to, and may be amended by, specific credit terms agreed in writing between the customer and Lawrence Davis Design Ltd.
6.2 Lawrence Davis Design Ltd shall be entitled to invoice the Customer for the price of the Goods/and or Services on or at any time after delivery of the Goods, or after Lawrence Davis Design Ltd has notified the Customer that the Goods are ready for collection, or (as the case may be), the Company has tendered delivery of the Goods or on placement of a purchase order for Services.
6.3 The Customer shall pay the amounts due at the time(s) stated in the Contract or, if no time is stated, within 30 days from the invoice date of the Company’s invoice for the Goods or upon receipt of an invoice for Services.
6.4 Lawrence Davis Design Ltd reserves the right to charge interest on overdue accounts at the rate of 2% per month or part month from the date on which the account becomes due until the date of payment and the Customer shall be responsible on a full indemnity basis for all costs and fees incurred by Lawrence Davis Design Ltd in enforcing payment of any overdue account.
6.5 Lawrence Davis Design Ltd reserves the right to suspend performance of any of its obligations under any Contract while a Customers account remains overdue for payment.
7.1 Delivery shall be made by Lawrence Davis Design Ltd to an address supplied by the Customer on an official purchase order document, unless otherwise expressly agreed in Writing. Orders can be dispatched via out-side couriers and these will be charged at cost, plus packaging and VAT.
7.2 Any dates quoted for delivery of the Goods or performance of the Services are approximate only and Lawrence Davis Design Ltd shall not be liable for any delay howsoever caused. Time for delivery and or performance of the services shall not be of the essence of the Contract unless previously agreed by Lawrence Davis Design Ltd in writing. The Goods may be delivered and the Service performed by Lawrence Davis Design Ltd in compliance with the quoted delivery/performance date upon giving reasonable notice to the Customer.
7.3 If Lawrence Davis Design Ltd fails to deliver the Goods and or provide the Service (or any installment) for any reason other than for any cause beyond Lawrence Davis Design Ltd reasonable control and Lawrence Davis Design Ltd is accordingly liable to the Customer, Lawrence Davis Design Ltd liability shall be limited to the excess (if any) of the cost to the Customer (in the cheapest available market) of similar Goods and or Service to replace those not delivered or performed over the price of the Goods/Service.
7.4 If the Customer fails to take delivery of the Goods and/or Services or fails to give Lawrence Davis Design Ltd adequate delivery instructions at the time stated for delivery (otherwise than by reason of any cause beyond the Customer’s reasonable control or by reason of Lawrence Davis’ fault) then, without prejudice to any other right or remedy available to Lawrence Davis Design Ltd, Lawrence
Davis Design Ltd may:
- store the Goods until actual delivery and charge the Customer for the reasonable costs (including insurance) of storage; or
- sell the Goods at the best price readily available and (after deducting all reasonable storage and selling expenses) account to the Customer for the excess over the price under the Contract or charge the Customer for any shortfall below the price under the Contract.
8. Passing of Risk and Property
8.1 Risk of damage to or loss of the Goods shall pass to the Customer upon delivery.
8.2 Notwithstanding delivery and the passing of risk in the Goods, or any other provision of these Conditions, the property in the Goods shall not pass to the Customer until Lawrence Davis Design Ltd has received in cash or cleared funds payment in full for the price of the Goods and all other goods agreed to be sold by Lawrence Davis Design Ltd to the Customer for which payment is then due and the Customer will remain bailee only until such payment is made. In the event the Customer is a limited liability company then both the company and the company’s directors shall be bailee’s jointly and severally.
8.3 Until payment has been made in full the Customer will ensure the Goods are clearly marked as the property of Lawrence Davis Design Ltd in accordance with these instructions and will store the Goods in such a way as to be readily identifiable from other goods.
8.4 Where payment for the Goods has not been made by the due date Lawrence Davis Design Ltd shall (without prejudice to any other remedy) be entitled to take possession of the Goods and shall be entitled to enter the Customer’s premises during normal business hours for such purpose.
9. Planning Permission
Lawrence Davis Design Ltd will not accept responsibility for any failure on the part of the Customer for not receiving planning permission prior to any fitting or erecting of banners, panels or signs.
10. Warranty and Limit of Liability
10.1 Lawrence Davis Design Ltd warrants to the Customer that the Goods:
- will be of satisfactory quality;
- will correspond with the specification to the extent that current printing and digital techniques permit. The Company shall be under no liability under the above warranty (or any other warranty, condition or guarantee), if the total price for the Goods and or Services has not been paid by the due date for payment
10.2 The above warranty does not extend to artwork, text style or graphics or materials supplied to Lawrence Davis Design Ltd by the Customer or by a third party on the Customer’s behalf
10.3 Claims in respect of any visible or damaged goods must be made in writing to Lawrence Davis Design Ltd within THREE days of delivery and relative work must be returned. Lawrence Davis Design Ltd may replace the Goods at its sole discretion. Any queries relating to an invoice must be raised in writing with our accounts department within seven days of the invoice date and no discussion or adjustment is possible after that time.
10.4 Lawrence Davis Design Ltd shall not be liable to the Customer or be deemed to be in breach of the Contract by reason of any delay in performing, or any failure to perform, any of Lawrence Davis’s obligations due to any cause beyond the Company’s control.
10.5 Work or photographs sent to Lawrence Davis Design Ltd is always handled with extreme care, however the company cannot be held responsible for any loss or damage when valuable articles are entrusted to us. If Lawrence Davis Design Ltd receives any article of special value to the customer, it is the responsibility of the Customer to make sure that special insurance agreements have been made.
10.6 All warranties, conditions and other terms implied by statute or common law (save for the conditions implied by section 12 of the Sale of Goods Act 1979) are, to the fullest extent permitted by law, excluded from the Contract.
10.7 Nothing in these conditions excludes or limits the liability of Lawrence Davis Design Ltd:
- for death or personal injury caused by Lawrence Davis’ negligence; or
- under section 2(3), Consumer Protection Act 1987; or
- for any matter which it would be illegal for Lawrence Davis Design Ltd to exclude or attempt to exclude its liability; or
- for fraud or fraudulent misrepresentation.
10.8 Subject to condition 10.6 and condition 10.7:
- Lawrence Davis’ total liability in contract, tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise, arising in connection with the performance or contemplated performance of the Contract shall be limited to the price payable by the Customer to Lawrence Davis Design Ltd for the Goods and Services supplied; and
- Lawrence Davis Design Ltd shall not be liable to the Customer for any pure economic loss, loss of profit, loss of business, depletion of goodwill or otherwise, in each case whether direct, indirect or consequential, or any claims for consequential compensation whatsoever (howsoever caused) which arise out of or in connection with the Contract.
11. Breach and Insolvency
11.1 Either party shall have the right to terminate the Contract if the other party is in material breach of Contract and does not rectify such breach within 14 days after receiving written notice from the injured party requiring it to do so. Termination shall not affect any other rights of the injured party.
11.2 If the Customer commits an act of bankruptcy or goes or is put into liquidation (other than solely for amalgamation or reconstruction) or if a receiver or administrator is appointed over any part of the Customer’s assets or if the Customer suffers the seizure of any property for non-payment of any debt, or the Customer suspends or delays work for a period of 14 days then Lawrence Davis Design Ltd may immediately terminate the Contract without notice and payments for Goods or Services already rendered or supplied shall immediately become due.
12. Force Majeure
Lawrence Davis Design Ltd shall not be liable to the customer or be deemed to be in breach of the contract by reason of any delay in performing or any failure to perform any of the customer obligations in relation to the goods. If the delay or failure was due to an ‘Act of God’, war, strikes, lock-outs, fire or any other cause beyond our control, or owing to difficulty arising from procurement of materials. In these circumstances, the customer will accept any appropriate increased costs, which will be notified to the customer at the earliest date.
13. Entire Agreement
The parties agree that these terms and conditions (together with any other written terms and conditions expressly referred to and incorporated into the Contract) represent the entire agreement between the parties relating to the sale and purchase of the Goods and or supply of Services and that no other statements or representations made by or on behalf of either party have been relied upon by the other in agreeing to enter into the Contract.
If any provision of the Contract is held by any competent authority invalid or unenforceable in whole or in part, the validity of the provisions of the other provisions of the Contract and the remainder of the provision in question shall not be affected. Unless otherwise agreed in writing, the Contract shall be construed and interpreted in accordance with the laws of England.
Lawrence Davis Design Ltd, Chimneys House, Warner Street, Hanley, Stoke-on-Trent. ST9 0NB. Telephone: 01782 264400