Terms and Conditions

CONDITIONS OF SALE AND SUPPLY OF SERVICES
1. Definitions and interpretation
In these Conditions, unless the context otherwise requires, the following
words have the following meanings:
‚"Buyer" the person whose order for the Goods or the supply of
Services is accepted by the Seller;
"Conditions‚" the standard terms and conditions of sale and the supply of
Services set out in this document and (unless the context
otherwise requires) including any special terms and
conditions agreed in writing between the Buyer and the
Seller in accordance with Condition 2.3;
‚"Contract‚" the contract for the sale and purchase of the Goods subject
to the Conditions;
‚"Goods‚" the goods (including any instalment of the goods or any
parts for them) which the Seller is to supply in accordance
with the Conditions; and
‚"Seller‚" Litho Supplies Limited whose registered office is at
 Unit 1-2
Ashbourne Court
Manners Avenue
Manners Industrial Estate
Ilkeston
DE7 8EF
‚"Services‚" the removal of Solvent from the Buyer‚ premises and the
processing of the same to extract wherever reasonably
possible Clean Solvent and the disposal of waste Solvent;
‚"Specification‚" the detailed written specification of the Solvent;
‚"Solvent‚" the materials removed and to be removed from the Buyer‚ 
premises.
2. Basis of the sale
2.1 The Seller shall sell and the Buyer shall purchase the Goods in accordance
with any written order of the Buyer which is accepted by the Seller subject to
these Conditions which shall govern the Contract to the exclusion of any
other terms and conditions subject to which any such order is made or
purported to be made by the Buyer.
2.2 Quotations issued to the Buyer by the Seller may be withdrawn or varied at
any time and unless otherwise specified shall be automatically withdrawn
after 30 days. No binding contract shall in any event arise until the Buyer‚
order has been accepted by the Seller.
2.3 No variation of these Conditions shall be binding unless agreed in writing
between the authorised representative of the Seller and the Buyer.
2.4 The Seller‚ employees or agents are not authorised to make any
representations concerning the Goods unless confirmed by the Seller in
writing.
2.5 Any advice or recommendation given by the Seller or its employees or agents
to the Buyer or its employees or agents as to the storage, application or use
of the Goods which is not confirmed in writing by the Seller is followed or
acted upon entirely at the Buyer‚ own risk, and accordingly the Seller shall
not be liable for any such advice or recommendation which is not so
confirmed.
2.6 Any samples, illustrations or descriptive material including but not limited to
particulars of shade and pattern and other information contained in the
Seller‚ brochures, advertising material or elsewhere shall not form part of the
Contract and shall be treated as approximate and for guidance only unless
specifically stated otherwise. The Seller may at its discretion from time to
time vary the design of the Goods from that advertised without notice to the
Buyer provided that any such variations do not constitute material alterations
to the Goods.
3. Orders and specifications
3.1 The Buyer shall be responsible to the Seller for ensuring the accuracy of the
terms of any order (including any applicable specification) submitted by the
Buyer and for giving the Seller any necessary information relating to the
Goods within a sufficient time to enable the Seller to perform the Contract in
accordance with its terms.
3.2 The quantity, quality and description of, and/or any specification for, the
Goods shall be those set out in the Buyer‚ order (if accepted by the Seller).
3.3 No order which has been accepted by the Seller may be cancelled by the
Buyer except with the agreement in writing of the Seller and on terms that the
Buyer shall indemnify the Seller in full against all loss (including loss of profit),
costs (including the costs of all labour and materials used), damages,
charges and expenses incurred by the Seller as a result of cancellation.
4. Basis of supply of services
4.1 The Seller shall supply the Services and the Buyer shall pay for the Services
in accordance with the Buyer‚ reasonable instructions and the Buyer shall
provide a Specification of the waste solvent to be collected which is accepted
by the Seller subject to these Conditions.
5. Price of the Goods
5.1 The price of the Goods shall be the Seller‚ quoted price or, where no price
has been quoted, the price listed in the Seller‚ published price list current at
the date of acceptance of the order.
5.2 The Seller reserves the right by giving notice to the Buyer at any time before
delivery, to increase the price of the Goods to reflect any increase in the cost
to the Seller, which is due to any factor beyond the control of the Seller (such
as, without limitation, any significant increase in the costs of labour, materials
or other costs of manufacture), any change in delivery dates, quantities or
specifications for Goods which is requested by the Buyer, or any delay
caused by instructions of the Buyer or failure of the Buyer to give the Seller
accurate information or instructions.
5.3 Unless otherwise agreed in writing between the Buyer and the Seller all
prices are given by the Seller on an ex works basis and where the Seller
agrees to delivery the Goods otherwise than at the Seller‚ premises the
Buyer shall be liable to pay the Seller‚ charges for transport, packaging and
insurance.
5.4 The price is exclusive of any applicable Value Added Tax which the Buyer
shall be additionally liable to pay to the Seller.
5.5 The cost of pallets and returnable containers will be charged to the Buyer in
addition to the price of the Goods, but full credit will be given to the Buyer
provided they are returned to the Seller before the payment date.
6. Price of the Services
6.1 The Buyer shall pay in respect of the Services:
(a) in any event, the Seller‚ reasonable costs of collection and
processing of the Solvent;
(b) unless otherwise agreed between the parties, the Seller‚ costs of
disposing of the Solvent.
6.2 Sale of the Clean Solvent
Where the Seller has extracted clean solvent from the Solvent (the ‚"Clean
Solvent‚") and the Seller offers the Clean Solvent to the Buyer, the Buyer may
purchase the Clean Solvent from the Seller (such sale to be solely at the
Seller‚ discretion) at a price to be agreed between the parties but the Seller
gives no undertaking that the Clean Solvent shall be fit for any given purpose
or of satisfactory quality, and accordingly all warranties implied by statute or
common law are excluded to the fullest extent permitted by law.
7. Payment terms
7.1 Subject to any special terms agreed in writing between the Buyer and the
Seller, the Seller shall be entitled to invoice the Buyer with the price of the
Goods (and Goods for the purpose of this Clause 7 shall include the Clean
Solvent) on or at any time after delivery of the Goods, unless the Goods are
to be collected by the Buyer or the buyer wrongfully fails to take delivery of
the Goods, in which event the Seller shall be entitled to invoice the Buyer for
the price at any time after the Seller has notified the Buyer that the Goods are
ready for collection or (as the case may be) the Seller has tendered delivery
of the Goods.
7.2 The Buyer shall pay the price of the Goods (less any prompt payment
discount to which the Buyer is entitled but without any other deduction) not
later than the end of the calendar month next following the date of the invoice
relating to the Goods. The time of payment should be of the essence of the
Contract. All payments shall be made in full without deduction in respect of
any set-off or counterclaim.
7.3 If the Buyer fails to make any payment on the due date then without prejudice
to any other right or remedy available to the Seller, the Seller shall be entitled
to:
(a) cancel the Contract or suspend any further deliveries to the Buyer;
(b) appropriate any payment made by the Buyer to such of the Goods
(or the goods supplied under any other contract between the Buyer
and the Seller) as the Seller may think fit (notwithstanding any
purported appropriation by the Buyer); and
(c) charge the Buyer interest (both before and after any judgement) on
the amount unpaid, at the rate of 2¬Ω per cent per annum over the
base rate for the time being of Bank of Scotland (such interest being
deemed to accrue from day to day and being compounded on the
last day of each calendar month) until payment is made.
8. Delivery
8.1 Delivery of the Goods (and Goods for the purpose of this Clause 8 shall
include the Clean Solvent) shall be made by the Buyer collecting the Goods
at the Seller‚ premises at any time after the Seller has notified the Buyer that
the Goods are ready for collection or, if some other place for delivery is
agreed by the Seller, by the Seller delivering the Goods to that place.
8.2 The Seller shall endeavour to deliver the Goods by the date quoted for
delivery but such date is not guaranteed nor shall the time for delivery be of
the essence unless previously agreed by the Seller in writing. The date
quoted for delivery shall be extended by a reasonable period if there is any
delay caused by industrial dispute or by any cause beyond the reasonable
control of the Seller. The Goods may be delivered by the Seller in advance of
the quoted delivery date upon giving reasonable notice to the Buyer.
8.3 Where the Goods are to be delivered in instalments, each delivery shall
constitute a separate contract and failure by the Seller to deliver any one or
more of the instalments in accordance with these Conditions or any claim by
the Buyer in respect of any one or more instalments shall not entitle the
Buyer to treat the Contract as a whole as repudiated.
8.4 If the Buyer fails to take delivery of the Goods or fails to give the Seller
adequate delivery instructions at the time stated for delivery (otherwise than
by reason of any cause beyond the Buyer‚ reasonable control or by reason
of the Seller‚ fault) then without prejudice to any other right or remedy
available to the Seller, the Seller may:
(a) store the Goods until actual delivery and charge the Buyer for the
reasonable costs (including insurance) of storage; or
(b) sell the Goods at the best price readily obtainable and (after
deducting all reasonable storage and selling expenses) account to
the Buyer for the excess over the price under the Contract or charge
the Buyer for any shortfall below the price under the contract.
9. Risk and property
9.1 Risk of damage to or loss of the Goods shall pass to the Buyer:
(a) in the case of Goods to be delivered at the Seller‚ premises, at the
time when the Seller notifies the Buyer that the Goods are available
for collection; or
(b) in the case of Goods to be delivered otherwise than at the Seller‚
premises, at the time of delivery or, if the Buyer wrongfully fails to
take delivery of the Goods, the time when the Seller has tendered
delivery of the Goods.
9.2 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
Buyer until the Seller has received in cash or cleared funds payment in full of
the price of the Goods and all other goods agreed to be sold by the Seller to
the Buyer for which payment is then due.
9.3 Until such time as the property in the Goods passes to the Buyer, the Buyer
shall hold the Goods as the Seller‚ fiduciary agent and bailee, and shall keep
the Goods separate from those of the Buyer and third parties and properly
stored, protected, insured and identified as the Seller‚ property. Until that
time the Buyer shall be entitled to resell or use the Goods in the ordinary
course of its business.
9.4 Until such time as the property in the Goods passes to the Buyer (and
provided that the Goods are still in existence and have not been resold) the
Seller shall be entitled at any time to require the Buyer to deliver up the
goods to the Seller and, if the Buyer fails to do so forthwith, to enter upon any
premises of the Buyer or any third party where the Goods are stored and
repossess the Goods.
9.5 The Buyer shall not be entitled to pledge or in any way charge by way of
security for any indebtedness any of the Goods which remain the property of
the Seller, but if the Buyer does so all monies owing by the Buyer to the
Seller shall (without prejudice to any other right or remedy of the Seller)
forthwith become due and payable.
10. Notification of Claims
10.1 Any claim for non-delivering of any Goods shall be notified in writing by the
Buyer to the Seller within 14 days of the date of the Seller‚ invoice.
10.2 Any claim which is based on any defect in the quality or condition of the
Goods or their failure to correspond with specification shall (whether or not
delivery is refused by the Buyer) be notified to the Seller within 3 days from
the date of delivery or (where the defect or failure was not apparent on
reasonable inspection) within a reasonable time after discovery of the defect
or failure. All packaging materials must be retained for 28 days by the Buyer
for inspection by the Seller‚ representative.
10.3 If delivery is not refused, and the Buyer does not notify the Seller of any claim
in accordance with the provisions of this Condition, the Buyer shall not be
entitled to reject the Goods and the Seller shall have no liability for such
defects or failure, and the Buyer shall be bound to pay the price as if the
Goods had been delivered in accordance with the Contract.
11. Warranties and Liability
11.1 Where the Goods have been manufactured by a third party, the Seller shall
pass on to the Buyer the benefit of any warranties in relation to such Goods
offered by the manufacturer or third party supplier and the Buyer shall comply
with any requirements stipulated in such warranties.
11.2 In respect of Goods manufactured by the Seller, the Seller warrants that the
Goods will correspond with their specification at the time of delivery and will
be free from defects in material and workmanship for a reasonable period.
11.3 The warranty in clause 11.2 is given by the Seller subject to the following
conditions:
(a) the Seller shall be under no liability in respect of any defect in the
Goods arising from any drawing, design or specification supplied by
the Buyer;
(b) the Seller shall be under no liability in respect of any defect arising
from fair wear and tear, wilful damage, negligence, failure to follow
the Seller‚ instructions (whether oral or in writing), misuse,
alteration, or repair of the Goods without the Seller‚ approval;
(c) the Seller shall be under no liability under the above warranty (or any
other warranty, condition or guarantee) if the total price for the Goods
has not been paid by the due date for payment; and
(d) the above warranty does not extend to parts, materials or equipment
not manufactured by the Seller, in respect of which the Buyer shall
only be entitled to the benefit of any such warranty or guarantee as is
given by the manufacturer to the Seller.
11.4 Subject as expressly provided in these Conditions all warranties, conditions
or other terms implied by statute or common law are excluded to the fullest
extent permitted by law.
11.5 Where the Goods are sold under a consumer sale (as defined by the
Consumer Transactions (Restriction on Statements) Order 1976) the
statutory rights of the Buyer are not affected by these Conditions.
11.6 If the Seller fails to deliver the Goods for any reason other than any cause
beyond the Seller‚ reasonable control or the Buyer‚ fault, and the Seller is
accordingly liable to the Buyer, the Seller‚ liability shall be limited to the
excess (if any) of the cost to the Buyer (in the cheapest available market) of
similar goods to replace those not delivered over the price of the Goods.
11.7 Where any valid claim in respect of any of the Goods which is based on any
defect in the quality or condition of the goods or their failure to meet
specification is notified to the Seller in accordance with these Conditions, the
Seller shall, at its sole discretion, replace the Goods (or the part in question)
free of charge or refund to the Buyer the price of the Goods (or a
proportionate part of the price) but the Seller shall have no further liability to
the Buyer.
11.8 The Seller shall be under no liability in contract, tort or otherwise for any loss,
damage, injury or death arising directly or indirectly from the provision of the
Services, with the sole exception of any death or personal injury caused by
the negligence of the Seller.
11.9 The Seller disclaims any liability whatsoever in contract, tort or otherwise in
respect of loss, damage, injury or death arising directly or indirectly from any
defect or error in the Specification or in any information provided by the Buyer
in respect of the provision of the Services.
11.10 Subject to clause 11.6 above, while the Seller has used all reasonable
endeavours to ensure that the Seller‚ systems are Year 2000 compliant in
accordance with BSI DISC PD 2000-1, the Seller shall not be liable to the
Buyer by reason of any failure of the Seller to deliver the Goods for any
reason outside the Seller‚ reasonable control whether or not caused by or
arising from the non-compliance of any component of any system or of any
Goods with BSI DISC PD 2000-1.
11.11 Subject to clause 11.1 above, the Seller shall have no liability in respect of
any Goods or any component of any Goods supplied or manufactured by a
third party where any claim is based on any defect in the quality or condition
of the Goods or their failure to meet specification arising from any noncompliance
with the standard of Year 2000 Compliance as set out in BSI
DISC PD 2000-1.
11.12 Except in respect of death or personal injury caused by the Seller‚
negligence, the Seller shall not be liable to the Buyer by reason of any
representation (other than fraudulent misrepresentation) or any implied
warranty, condition or other term, or any duty at common law, or under the
express terms of the Contract for any consequential loss or damage (whether
for loss of profit or otherwise), costs, expenses, or other claim for
consequential compensation whatsoever (and whether caused by the
negligence of the Seller, its employees or agents or otherwise) which arises
out of or in connection with the supply of the Goods or their resale by the
Buyer, except as expressly provided in these Conditions.
12. Indemnity
The Buyer shall indemnify and keep the Seller indemnified against all costs,
expenses, damages and demands incurred by the Seller in respect of:
(a) any alleged infringement of the patents, trade marks, copyright,
design or other industrial property rights used by the Seller at the
request of the Buyer;
(b) any alleged breach or infringement of any statute or regulation
concerning the preparation, marketing and distribution of the Goods;
(c) any alleged breach of any statute relating to trade descriptions or
weights and measures where the Seller relies or has relied upon
information relating thereto or labels provided by the Buyer, and the
breach does not arise from the negligence or default of the Seller;
(d) any claims arising and made under the Consumer Protection Act and
which arise by reason of or in connection with a defect in the Goods
or in the end product manufactured and/or supplied by the Buyer in
which the Goods are comprised, which defect is attributable either to
the compliance by the Seller with the instructions given by the Buyer
or to the Buyer‚ design of the end product;
(e) any defect or error or omission in the Specification or any other
information provided by the Buyer.
13. Force Majeure
The Seller shall not be liable to the Buyer 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 Seller‚ obligations in relation to the Goods or Services, if the delay or
failure was due to any cause beyond the Seller‚ reasonable control. Without
prejudice to the generality of the foregoing, the following shall be regarded as
causes beyond the Seller‚ reasonable control:
(a) Act of God, explosion, flood, tempest, fire or accident;
(b) strikes, lock-outs or other industrial actions or trade disputes
(whether involving employees of the Seller or third parties);
(c) war or threat of war, sabotage, insurrection, civil disturbance or
requisition;
(d) import or export regulations or embargoes;
(e) difficulties in obtaining raw materials, labour, fuel, parts or machinery;
(f) power failure or breakdown in machinery.
14. Insolvency of Buyer
14.1 This Condition applies if:
(a) The Buyer makes any voluntary arrangement with its creditors or
becomes subject to an administration order or (being an individual or
firm) becomes bankrupt or (being a company) goes into liquidation
(otherwise than for the purpose of a solvent amalgamation or
reconstruction);
(b) An encumbrancer takes possession, or a receiver is appointed, over
any of the property or assets of the Buyer;
(c The Buyer ceases, or threatens to cease, to carry on business; or
(d) The Seller reasonably apprehends that any of the events mentioned
above is about to occur in relation to the Buyer and notifies the Buyer
accordingly.
14.2 If this Condition applies then, without prejudice to any other right or remedy
available to the Seller, the Seller shall be entitled to cancel the Contract or
suspend any further deliveries under the Contract without liability to the
Buyer, and if the Goods have been delivered but not paid for the price shall
become immediately due and payable notwithstanding any previous
agreement or arrangement to the contrary.
15. General
15.1 Any notice to either party under these Conditions shall be in writing signed by
or on behalf of the party giving it and shall, unless delivered to a party
personally, be left at or sent by prepaid first class post, prepaid recorded
delivery, telex or facsimile to the address of the party as notified in writing
from time to time.
15.2
(a) Either party may, in whole or in part, release, compound, compromise,
waive or postpone, in its absolute discretion, any liability owed to it or
right granted to it under the Contract by the other party without in any
way prejudicing or affecting its rights in respect of any other liability or
right not so released, compounded, compromised, waived or
postponed.
(b) No single or partial exercise or failure or delay in exercising any right,
power or remedy by either party shall constitute a waiver by that party
of, or impair or preclude any further exercise of that or any right, power
or remedy arising under the Contract or otherwise.
15.3 To the extent that any provision of these Conditions is found by any court or
competent authority to be invalid, unlawful or enforceable in any jurisdiction,
that provision shall be deemed not to be a part of these Conditions, it shall
not affect the enforceability of the remainder of these Conditions nor shall it
affect the validity, lawfulness or enforceability of that provision in any other
jurisdiction.
15.4 Any reference in these Conditions to any provision of a statute shall be
construed as a reference to that provision as amended, re-enacted or
extended at the relevant time.
15.5 The headings in these Conditions are for convenience only and shall not
affect their interpretation.
16. Governing law and jurisdiction
16.1 These Conditions shall be governed by and construed in accordance with
English law.
16.2 Each of the parties irrevocably submits for all purposes in connection with
these Conditions to the exclusive jurisdiction of the courts of England.