1. GENERAL
These terms and conditions apply to all Contracts entered into by the Company.
2. DEFINITIONS
Company: Inspire Advertising Limited Contract: any contract for the supply of Goods and/or the provision of Services by the Company to the Customer Customer: any person, firm or company who accepts a quotation of the Company for the sale of the Goods and/or provision of the Services or whose order for the Goods and/or Services is accepted by the Company Goods: any goods to be supplied by the Company under the Contract Services: any services to be provided by the Company under the Contract Price: all charges expenses and other sums due to be paid by the Customer to the Company in accordance with the Quotation Quotation: any offer by the Company for the supply of Goods and/or provision of Services to the Customer Terms: the terms and conditions set out in this document and any additional terms and conditions agreed in writing by the Company and the Customer
3. ACCEPTANCE
3.1 The Terms exclude all other terms and conditions including any implied by a course of dealing between the Company and the Customer and any terms or conditions which the Customer may purport to apply under any purchase order, order confirmation, authorisation for press or similar document. Any variation, alteration or amendment of the Terms is only effective if agreed in writing by a duly authorised representative of the Company. No other employee representative or agent has authority to vary, alter or amend the Terms in any way whatsoever.
3.2 The Customer is deemed to have accepted the Terms when it accepts the Quotation. In the event of no Quotation having been provided, the Customer is deemed to have accepted the Terms when it places the order for the Goods and/or the Services.
3.3 Quotations are only valid for the period stated in them or in default of any such reference, for 14 days from the date of issue.
4. PRICE
4.1 The Price shall be payable by the Customer (less any deposit already paid). The Price may be increased by the Company at any time before delivery of the Goods or provision of the Services in the event of any changes in the specification required by the Customer or if there is any variation in the cost of materials, labour, transport or other overheads (including any variations in foreign exchange rates relevant to the Goods). The Customer will normally be advised in writing of any such increase in Price prior to delivery of the Goods or provision of the Services.
4.2 Value Added Tax and any other taxes government charges or customs duties are not included in the Price and will be charged separately.
4.3 The costs of carriage, packing, loading and unloading and insurance are not included in the Price unless agreed in writing by the Company and the Customer.
4.4 Preliminary work carried out by the Company at the Customer's request, whether experimentally, as development or otherwise, is not included in the Price and will be charged to the Customer separately provided however that the Company shall prior to undertaking any such preparatory work, agree the cost of any such work with the Customer.
4.5 The Company reserves the right to charge the Customer for the storage of any digital artwork files, data and other materials used in the production of the Goods and/or the provision of the Services.
4.6 The Company may reject any material supplied or specified or any data received on disk, tape or by communications by/from the Customer which appear to the Company to be unsuitable for production of the Goods and/or provision of the Services. The Company reserves the right to charge additional costs incurred if any such materials/data are found to be unsuitable during production of the Goods.
5. PAYMENT
5.1 Save as may otherwise be agreed between the Company and the Customer, 100% of the Price shall be paid by the Customer to the Company at the time of placing of the order. Where a credit facility is extended to the customer any balance of the Price is due on delivery of the Goods and/or provision of the Services, or on collection of the Goods by the Customer. Provided that where the Customer wrongfully fails to take delivery of the Goods or where the Customer fails to collect these after notification by the Company that the Goods are ready for collection, the Company shall be entitled to invoice the Customer at any time after it has tendered delivery of the Goods or notified the Customer that the Goods are ready for collection. Additionally, the Company may in its absolute discretion require the Customer to pay on demand further instalments of the Price by way of progress payments during the course of production of the Goods and/or provision of the Services.
5.2 The Customer shall pay the Price or the balance of the Price then outstanding within 30 days of the date of the Company's invoice notwithstanding that delivery may not have taken place.
5.3 If the Customer fails to make any payment on the due date then without prejudice to any of the Company's other rights the Company shall have the right to be exercised solely at its discretion:-
5.3.1 to make a surcharge in respect of allowing credit to the Customer between the due date for payment and the date of payment at the rate of 5% above the minimum Base Rate for the time being of Barclays Bank Plc on the amount outstanding; and/or
5.3.2 to suspend or cancel delivery of the Goods and/or provision of the Services to the Customer; and/or
5.3.3 to appropriate any payment made by the Customer to such of the Goods and/or Services (or Goods and/or Services supplied under any other contract with the Customer) as the Company may in its sole discretion think fit.
5.4 Any surcharge payable under Clause 5.3.1 shall be shown separately on the Company's invoice together with the terms (if any) upon which such surcharge or part of it shall cease to be payable.
5.5 In the event of cancellation of the Contract by the Customer for any reason whatsoever the Company shall cease to be bound to deliver the Goods and/or to provide the Services and any monies paid by the Customer under Clause 5.1 shall be automatically forfeited together with any accrued interest and the Company may further claim damages from the Customer for and the Customer shall indemnify the Company against any loss or damage whatever arising from such cancellation.
5.6 All payments in cash must be made direct to the Company and the Company's representatives, agents and employees have no authority to accept payment in cash.
5.7 Any amount due by the Customer to the Company under the Contract should be payable in full with out set-off or deduction or counterclaim.
6. RISK AND PROPERTY
6.1 The risk in the Goods shall pass to the Customer upon delivery to the Customer or, if the Customer wrongfully fails to take delivery of the Goods, at the time when the Company has tendered delivery of the Goods, at the place nominated for delivery.
6.2 When the Customer arranges for the Goods to be shipped otherwise than by the Company's transport, the Customer shall be liable for the Goods from the point of loading.
7. DELIVERY OF GOODS OR SERVICES
7.1 Delivery of the Goods or service shall be made by the Customer collecting the Goods at the Company's premises or, if the Company agrees some other place for delivery, by the Company delivering the Goods or service to that place.
7.2 Unless otherwise agreed in writing time is not of the essence of the Contract but the Company undertakes to use its reasonable endeavours to execute orders and to effect delivery in a reasonable time and by the dates quoted. Any time or date given by the Company for collection or delivery of all or part of the Goods or service or for provision of all or some only of the Services is an estimate only and the Company shall not be liable for the consequences of any delay. Further, the Company shall be entitled to give a new time or date for collection or delivery where the Customer changes its required specification for the Goods and/or Services.
7.3 The Company reserves the right to tender the Goods or services for collection or to make delivery of the Goods or services by instalments. In such event each tender or delivery shall constitute a separate contract and failure by the Company to tender or deliver any instalment shall not be grounds for cancellation of the Contract nor refusal to pay the Price.
7.4 Failure by the Customer to collect or take delivery of the Goods or service (as the case may be) shall not excuse payment of the Price by the Customer who shall in addition indemnify the Company against all losses or claims arising from such failure to collect or to take delivery including storage charges.
7.5 Where it is agreed that delivery should be made on site, the Customer undertakes to ensure that safe access is available. If, in its absolute discretion, the Company believes that safe access is not available the Customer is deemed to accept delivery on any area of adopted road near to the said site.
7.6 Signature of the Company's delivery note/sign off sheet by or on behalf of the Customer shall be conclusive evidence as to the quantity and quality of the Goods or service delivered unless, upon receipt of the Goods or service the Customer signs for them as "Damaged" and within 3 days of the said receipt a written complaint is given by the Customer to the Company of any non-delivery or defects. If the Company accepts any such defect or non-delivery the Company's liability to the Customer shall be limited to its liability. Any damaged goods must be retained by the Customer for examination by the Company or returned to the Company (as the Company may require). If delivery is not refused, and the Customer does not notify the Company accordingly, the Customer shall not be entitled to reject the Goods and the Company shall have no liability for such defect or failure, and the Customer shall be bound to pay the Price as if the Goods had been delivered in accordance with the Contract.
