Terms And Conditions

In these Standard Conditions of Sale the “SEKER” means QUADWALL LIMITED and the “CYSTOMER” means the Person, Firm or Company purchasing the Goods from the Seller. The following Standard Conditions of Sale shall govern this transaction except as otherwise stated in the writing the by Seller:-

1. “QUOTATIONS” – Quotations are subject to confirmation of order by the Seller.
2. TERMS
   1. Payment shall be due on the last day of the month following the end of the month in which the goods are delivered.
   2. In case of orders involving more than one delivery, if default is made in payment on due date for any one delivery, the Seller as its option shall be entitled to treat the contract as repudiated by the Customer and to claim damages accordingly.
   3. An order once placed cannot be cancelled except bya greement of the Seller and then only on terms which would identify the Seller for loss incurred as a consquence of the cancellation.
3. DELIVERY
   1. Goods shall be delivered to the Customer’s premises as soon as ready.
   2. Where contracts provide for deferred deliveries, such deliveries shall be accepted within six months from the date of the first delivery. In the event of failure to accept deliveries the balance remaining undelivered shall be invoiced and notwithstanding (Condition 2(a) above payment for such balance immediately thereupon becoming due) and storage cost charged to Customer’s account, the goods being held at Customer’s risk.
   3. Each delivery shall constitute a separate contract and failure or defect in any one delivery shall not vitiate the contract as to the remaining deliveries.
   4. Pre-arranged delivery dates are approcimate only and have no contractual effect. The Seller will not be liable for any loss or damage whatsoever due to failure to deliver promptly or at all.
   5. Risk in the goods passes to the Customer on delivery.
4. QUANTITY VARIATIONS: A shortage or surplus, charged pro rata, not exceeding 10 per cent will be considered due execution of order.
5. INTELLECTUAL PROPERTY: All intellectual property rights in sketches and original work shall belong to and transer to the Seller.
6. CUSTOMER REQUIREMENTS, PRINTING AND CONSTRUCTION
   1. Alterations from original copy and after first proof including alterations in style of consruction will be charged extra. Proofs of all work may bne submitted for Customer’s approval and no responsibility will be accepted for any errors which may be passed by him.
   2. The Customer shall be solely responsible for any matter which he instructs the Seller to print on the goods or for any design or construction which he supplies and instructs the Seller to execute and shall be solely liable and indemnify the Seller in respect of any claim by a third party arising therefrom.
7. CLAIMS: Complaints or claims will only be considered if lodged by the Customer within seven days of receipt of goods by him, or if related to the transport of the goods within such time as will enable the Seller to comply with the time limit and procedure for claims of the carrier who transported the goods. The return of goods will not be accepted unless the Seller or its representative shall first have had the opportunity of examining the same.
8. LIMITATION OF SELLER’S LIABILITY
   1. The Seller shall in no circumstances whatsoever be liable for any injury, loss (whether direct, indirect or consequential, expense damage, delay or loss of profits suffered or incurred by the Customer or for any liability to third parties of whatever nature suffered or incurred by the Customer arising our of or connected with or caused by any breach of contract, negligence, breach of statutory duty, omission or default save in so far as death of any person injury to the Customer or anyone else has been caused by the negligence of the Seller.
   2. The Customer acknowledges that it should maintain suitable insurance cover in respect of such risks.
   3. Any liability to which the Seller might otherwise become subject shall be limited to the price paid by the Customer for such goods as give rise to the claim.
   4. The Customer shall indemnify the Seller against all claims, demands, actions, proceedings and liability of whatever nature brought  by any third party against the Seller which arise in respect of or are connected witht he goods or out of their manufacture or use.
9. COST VARIATIONS: Prices are subject to revision in the event of any increase in costs incurred by the Seller between the date of confirmation of order and the date of delivery.
10. CUSTOMER’S PROPERTY: Customer’s property when supplied will be held at Customer’s risk. Every care will be taken to secure the best results where materials are supplied by the Customer but responsibility will not be accepted for imperfect work caused by defects in or unsuitability of materials so supplied.
11. MATERIALS: Whilst every endeavour will be made to supply materials in accordance with the quality of samples submitted or quoted for, this cannot be guaranteed.
12. MANUFACTURER’S TOLERANCE: Goods will be manufactured in accordance with the specification and/or sample approved by you, provided that a tolerance not exceeding 3mm shall be allowed in any dimension
13. FORCE MAJEURE: The performance of all contracts is subject to variation or cancellation by the Seller owing to any Acts of God, war, strikes, lockouts, fire, flood, drought, tempest or any other cause beyond the control of the Seller or owing to any inability by the Seller to procure materials or articles required for the performance of the contract and the Seller shall not be held responsible for any inability to deliver cause by any such contingency.
14. OTHER CONDITIONS OF SALE: By ordering goods from the Seller the Customer will be deemed to have accepted that these conditions take precedence over any other conditions contained on or in any letter, acceptance form, receipt of the like received by us in connection with goods so ordered and that any such conditions will not form part of the contract between us for the sale of such goods.
15. PROPERTY IN GOODS
    1. The Pallet(s) on which the goods are delivered shall remain the property of the Seller.
    2. Notwithstanding risk in the goods passing in accordance with Condition 3 (c above, legal ownership of the goods shall not pass to the Customer until all such sums due from the Customer to the Seller have been paid in full.
    3. Without predjudice to the generality of Condition 15 (a above, legal ownership of the goods supplied under this contract shall not pass to the Customer until they have been paid for.
    4. For so long as the Customer remains in possession of the goods whilst legal ownership thereto remains with the Seller.
       1. The Customer shall be bailee of the goods for the Seller and
       2. The Customer shall store the goods separately from any other goods so that they are identifiable as the property of the Seller.
    5. At any time after the Customer is in default of payment on the due date of any sum due by the Customer to the Seller, or if the Customer shall be adjudged bankrupt or suffer any execution to be levied on his property or, if, being a company it suffers a receiver to be appointed of its undertakings, or is placed in liquidation then, in any such event, the Seller may forthwith enter upon the premises of the Customer for the purpose of repossessing the Goods and the Customer hereby grants to the Seller a licence for that purpose.
    6. In the event of the Customer incorporating the goods with any other goods in a manufacturing process or otherwise altering the goods in any way, the product so produced shall be the property of the Seller until legal ownership of the goods themselves would have passed to the Customer under these Conditions and this Conditions 15 shall apply to such products as they are applied to the goods.
    7. If any other goods with which the goods are admixed or incorporated are the property of any third party then the product shall be treated as owned by the Seller and the owner of those other goods as tenants in common in the proportion ( by value) in which the respective goods have been incorporated therein until legal ownership of the goods themselves would otherwise have passed to the Customer under these Conditions.
    8. If the Customer shall resell the goods or any product made therefrom then the Customer shall hold the proceeds fo sale thereof or any debt due to the Customer representing the same ( or so much thereof as is attributable to the Seller’s interest therein upon trust for the Seller until legal ownership of the goods would otherwise have passed to the Customer under these Conditions. Pursuant to the said trust the Customer shall not permit such proceeds of sale to be mingled with it’s own moneys but shall pay the same into a separate trust account designated with the name of the Seller.
    9. Any debt due to the Customer which is subject to the trust referred to in Condition 15(h) above, ( or so much thereof as aforesaid, as the case may be) shall upon demand be assigned by the Customer to the Seller together with all such other rights (if any) as the Customer may have against its debtor for recovery of the same.
16. GOVERNING LAW: The interpretation and performance of these Conditions will be governed by the law of England.