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Terms and Conditions of Sale
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DEFINITIONS AND EFFECT OF CONDITIONS
- The company means Fotopic.net Ltd.
- These conditions shall apply to and be incorporated in every agreement between
Fotopic.net Ltd and any person, firm or company ("the customer") under which the
company supplies goods or services at the request of the customer.
- These conditions shall supersede all earlier conditions of the company.
- These conditions shall take precedence over any conditions of the customer and shall not
be varied without the written consent of a Director of the company.
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DELIVERY
- Any delivery dates quoted whether verbally or otherwise are estimates only and in
regard to any such date, time shall not be of the essence.
- Delivery of the goods to the customer’s address or any other place stipulated by him
shall constitute delivery and the risk therein shall pass on such delivery to the
customer.
- The company shall be entitled to make partial deliveries, or deliveries by instalments
and these conditions shall apply to each partial delivery. All goods will be delivered
(or-credited) not more than 28 days after the original invoice date.
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FRUSTRATION etc (Force Majeure)
The company will not be deemed to be in breach of any of its obligations under the
agreement or otherwise be liable to the customer due to any delay in performing or any
failure to perform any such obligations by reason of any cause or event beyond the
company's control including, without limitation, breakdown of plant or machinery, strike or
industrial dispute, shortage of materials or failure of or delay in receiving supplies, act of war
(whether declared or not), act of God, or any law regulation of any government or any local or
municipal authority. If any such event continues for more than 28 days the company may
terminate the agreement forthwith by written notice to the customer without prejudice to the
accrued rights of either party.
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PRICE
- Unless otherwise stated any prices quoted by the company are:
- Exclusive of value added tax and any other taxes
- Exclusive of carriage, packing and insurance
- Exclusive of any release certificates
And the company shall charge extra in respect of the above items.
- Prices quoted are those current at the time of quotation and the price payable by the
customer shall be that which is current at the time of delivery to the customer.
- Where agreed, call offs are not adhered to by the buyer. The company reserves the right
to amend the price structure in accordance with the quantities delivered.
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PAYMENT
- The price is payable on demand and is dependent on the type of account opened.
- Pre-paid Account: All invoices must be paid in full before the goods leave the warehouse.
- COD Account: All invoices must be paid in full upon receipt of delivery.
- Credit Account: All invoices must be paid not later than 30 days from invoice date
- The company reserve the right to suspend deliveries where payment is not received in
accordance with paragraph (a) of this clause or in accordance with any alternative terms
of payment agreed in writing.
- Where payment is not made in accordance with paragraph (a) hereto the customer shall
pay interest on any unpaid amounts calculated at 3% above Lloyds TSB PLC's base
rate for the time being in force calculated on a daily basis.
- No cash or other discounts are allowed unless agreed in writing.
- If the company is able to deliver some items comprising the goods subject to agreement
but unable to deliver all such items due to causes beyond its control (including but not
limited to the examples referred to in Condition 3 hereof) the customer shall pay for such
items as are delivered.
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TELEPHONED ORDERS
The customer agrees to send the company a written order in confirmation of any
telephoned orders duly marked with any confirmation reference given by the company
otherwise the company cannot accept liability for any duplication of delivery that may
occur.
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TITLE OF GOODS
- Immediately upon delivery to the customer of any goods agreed to be sold by the
company to the customer the customer shall become the Bailee thereof, and the
customer shall store such goods in a suitable and separate place where they can be
readily identified as property of the company. The legal title thereto shall be retained by
the company as Bailor. The risk in the goods shall pass from the company to the
customer upon delivery of such goods to the customer. However, not withstanding
delivery and the passing of risk in the goods, title and property in the goods, including full
legal and beneficial ownership, shall not pass to the customer until the company has
received in cash or cleared funds payment in full for all goods delivered to the customer
under this and all other contracts between the company and the customer for which
payment of the full price of the goods thereunder has not been paid. Payment of the full
price of the goods shall include the amount of interest or other sum payable under the
terms of this and all other contracts between the company and the customer.
- Notwithstanding the terms of (a) above the customer shall be entitled before discharging
its obligations to the company to resell the goods or any of them. Upon such resale and
without derogating from the company's other remedies (including its right to trace) the
customer shall have a fiduciary duty to hold the proceeds of sale on trust for the company
until such time as all the customers indebtedness to the company under any contract sale
entered into between them or otherwise shall have been discharged.
- The company may at any time revoke the right of the customer to recall the goods or any of them.
- The customer grants to the seller an irrevocable licence to enter upon its premises for the
purpose of inspecting the goods, taking an inventory and repossessing the same, should
the buyer be in breach of any contract entered into between the company and the
customer.
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DRAWINGS etc
All drawings, descriptive weights, dimensions and descriptions and illustrations contained in
the sales literature and price lists are approximate only and shall not form part of this
agreement. In addition, technical documents issued either before or after the conclusion of
this Agreement for the use or information of the customer and such other information as may
be supplied to the Customer including specifications shall not be copied, reproduced or
communicated to any third party without the company's prior written consent,
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LOSS OR DAMAGE IN TRANSIT
- The company will not be responsible for damage to any of the goods or loss of the goods
or part therof in transit unless the customer gives written notice of a claim to the company
and to the carrier.
- In case of damage within three days of having received the goods and;
- In the case of loss or shortage within three days of the date of invoice.
- The customer will be asked to sign a copy of the company's carriers delivery manifest as
acknowledgement of receipt of goods. The customer should inspect the goods
thoroughly as an unqualified signature can be deemed to signify the customer's
acceptance that the goods are in good condition.
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GUARANTEE
- If within 12 calendar months of there being delivered, any defect in the goods is
discovered which is directly due to faulty materials or workmanship, or if a valid claim is
made by the customer under condition 9(a)(I) hereof, the company will at its discretion
remedy the defect or damage by replacement or repair or give credit to the customer.
- The guarantee will be subject to the following conditions:
- It will not apply to any defect or damage resulting in any alteration or modification to the
goods without the company's prior written consent, incorrect storage, normal wear and
tear, overloading, misuse, abnormal conditions of use. Incorrect installation by anyone
other than the company, maintenance or repair not carried out by the company, use
which is not in accordance with the company's or the manufacturer's instructions, any
act or omission of the customer or any third party or any fault in any other goods or
equipment.
- The guarantee will apply to goods replaced or repaired under the guarantee for the
balance of the original guarantee period.
- Unless the company decides otherwise, credit will only be given if the customer notifies
the company of the alleged defect or damage within three days of the customer's
receipt of the goods.
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EXCLUSION OF LIABILITY
- Except where provided otherwise in these conditions, the company shall be under no
liability of any kind however caused whether or not due to the negligence or wilful default
of the company or its servants or agents arising out of or in connection with the goods. All
conditions, warranties or other terms, whether express or implied, statutory or otherwise,
are hereby expressly excluded providing that nothing in this paragraph shall exclude or
restrict any liability of the company for death or personal injury resulting from the
negligence of the company, its servants or agents.
- In any event, the company's liability shall be limited to direct loss and shall not include
indirect or consequential loss.
- The company shall not be liable for the loss or damage to software programs during the
repair or upgrade of any goods whether or not the same are under warranty.
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RETURNED GOODS & CANCELLATIONS
The customer shall not return any goods (except in accordance with Condition 10) or cancel
orders without the company's previous written consent. Such consent will not be given where
goods have been specially purchased by the company to meet the customer's requirements.
If the company in its discretion gives consent, it reserves the right to make a cancellation
charge 25% (or such higher percentage as may be notified to the customer before when such
consent is given by the company) of the contract price of the goods concerned plus VAT.
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COPYRIGHT, PATENTS, TRADEMARKS AND INTELLECTUAL, PROPERTY RIGHTS
- The customer acknowledges that rights in respect of trademarks, trade names,
copyrights, patents and other intellectual property rights connected with the goods do not
pass to the customer.
- The customer agrees to indemnify the company against all liabilities, costs and expenses
which the company may incur as a result of work done in accordance with the customer's
specifications which involve infringement of any patent or other proprietary right.
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SUBCONTRACTING
The company reserves the right to sub-contract any part of any work or supply of any goods
or services.
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CONSTRUCTION AND USE
The company shall not be responsible for adapting or modifying any goods to conform to
statutory requirements not current at the time of the acceptance of order.
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HEADINGS
The headings of these conditions are for convenience only and shall have no effect on the
interpretation thereof.
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TERMINATION
The company shall be entitled in notice by writing to terminate any agreement without
prejudice to any claim or right the company may otherwise make or exercise where
- The customer is in breach of any term, condition or provision of this agreement or
required by law
- The customer shall go in to liquidation (except for the purpose or reconstruction) or if any
petition or resolution to wind up the customer, shall be presents or if a receiver is
appointed of the customer's undertaking property of assets or if a distress shall be levied
upon any of the customer's property or if a distress shall be levied upon any of the
customer's property or if the customer shall commit any act of bankruptcy.
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JURISDICTION
The agreement shall be governed by and construed in accordance with English law and the
Courts of England shall have jurisdiction to hear all disputes arising in connection with the
agreement.
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ONLINE SECURITY
The customer shall be wholly responsible for maintaining the security of the designated
Online Username and password. The customer shall ensure that only duly authorised
personnel utilise the online ordering facility and shall be held liable for payment on all orders
placed using the allocated username and password. The company does not accept any
liability for goods ordered using the designated username and password without the consent
of the customer.
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