1.1. ‘Supplier’ shall be interpreted to mean Smart Promotions.
1.2. ‘Purchaser’ shall be interpreted to mean the Client/Buyer .
1.3. Contract means any agreement for the supply of Services by the Supplier to the Purchaser subject to the conditions.
1.4. ‘Service’ means services of the type provided for the Purchaser by the Supplier as outlined within the written quotation or estimate issued by the Supplier.
1.5. ‘Delivery’ shall be interpreted to mean the point at which ‘Title’ in the goods passes from the Supplier to the Purchaser.
1.6. ‘Title’ shall be interpreted to mean the party who has legal ownership of the goods.
1.7. ‘Commencement Date’ means the first date of commencement of the provision of the services from the Supplier to the Purchaser.
1.8. ‘Delivery Charges’ shall be interpreted to mean all reasonable costs associated with delivering the goods to the Purchaser.
1.9. ‘Artwork’ shall be interpreted to mean the supply by the Purchaser of all ‘logos’.
1.10. Words importing the singular shall be construed as importing the plural and vice versa and words importing one gender shall be construed as importing all other genders.
2. Applicability of Conditions
2.1. Any written quotation or estimate issued by the Supplier shall constitute an invitation to treat and shall be treated as having been incorporated into the agreement between the parties should the contract be formed (consensus in idem).
2.2. The Conditions shall apply to all Contracts to the exclusion of all and any other terms and conditions issued by the Purchaser including any term, purchase order or similar document issued by the Purchaser. All orders for services shall be deemed to be an offer by the Purchaser pursuant to these conditions.
2.3. A Contract shall be formed (consensus in idem) upon signature by the Purchaser and the Supplier overleaf or upon commencement of the provision of the Services by the Supplier, whichever is the earlier.
2.4. All quotations or estimates remain open for acceptance for 28 days following the date of receipt by the Purchaser. Where the Purchaser fails to accept the quotation or estimate within these timescales, the Supplier reserves the right to review, amend, edit or withdraw any aspect of the quotation or estimate offered to the Purchaser without penalty.
2.5. Unless otherwise stipulated in writing by the Supplier, no particulars contained in any advertising matter, catalogues or other publications supplied by the Supplier nor any verbal representation by any employee or agent of the Supplier shall form part of the Contract nor shall they be treated as constituting a representation on the part of the Supplier.
2.6. The Supplier s written correspondence, in any form whatsoever, shall form part of the agreement between the parties.
2.7. No alterations or modifications to the conditions or the services shall be binding on the Supplier unless evidenced in writing and signed by an authorised officer of the Supplier.
3. Payment Terms
3.1. All Prices quoted are those set out in the ‘Suppliers’ quotation, including ‘Artwork’ but excludes ‘Delivery Charges’ to either one or multiple locations, or unless otherwise stated.
3.2. Payment Terms are strictly 30 Days from Delivery of Goods.
3.3. Where the Supplier deems appropriate, payment in advance in cleared funds (either in part or in full) may be requested from the Purchaser in advance of or prior to the goods being ordered or delivered.
3.4. Unless otherwise stated, any prices are exclusive of Value Added Tax (or any other tax or duty levied by any government or other authority) on the value of the Services supplied.
3.5. The Purchaser shall not be entitled to withhold payment of monies due under a Contract by reason of any claim, or counter-claim or right of set off it may have or allege against the Supplier or otherwise.
4.1. The Purchaser shall be deemed to have fully accepted the goods as contracted at the point of delivery to their contracted place of business.
4.2. All deliveries made to the Purchaser should be inspected immediately upon deliver.
4.3. All damages, shortages or any failure to receive the goods in a reasonable condition should be reported to the ‘Supplier’ within 24 Hours of receipt and confirmed in writing together with details listing any issue.
4.4. The Supplier will not be held responsible for any defect should the Purchaser fail to inspect the goods within these timescales
4.5. The Purchaser acknowledges that in certain circumstances the Supplier contracts with third parties for the supply of the contracted goods. Should any third party cause a delay in delivery of the goods then the Supplier undertakes to advise the Purchaser of said delay together with a reasonable indication of amended delivery timescales.
4.6. Any reasonable delay in delivery will not provide the Purchaser with any rights to cancel the contract.
5. Acceptance of Quotations & Artwork
5.1. Notwithstanding these conditions, the Supplier will only accept an order for delivery once the ‘Artwork’ or ‘Quotation’ has been signed by an authorised Officer of the Purchaser.
5.2. Where ‘Artwork’ reflects a specific requirement of the ‘Purchaser’ and is deemed to be their ‘Copyright’ orders will be accepted on a ‘Non-Returnable’ basis.
6. Under/Over Supply of Ordered Articles
6.1 The Purchaser acknowledges and accepts that any order can (and frequently is) approximately (on average) 10% either over or under the contracted amount. The Purchaser accepts that this is solely due to manufacturing issues. This is referred to as the standard ‘Manufacturing Margin’.
6.2 Subject to clause 6.1 above, the Purchaser acknowledges and accepts that when contracting for any order, the quantities ordered should reflect this possible ‘Manufacturing Margin’.
6.3 The Supplier shall not be held responsible for any shortage within this ‘Manufacturing Margin’.
7.1 The Supplier shall retain title to all goods of the Contract only and until full payment is made to the supplier in cleared funds from the Purchaser.
8. Effect of Default by the Purchaser
8.1 In the event that the Purchaser fails to make payment for the Services, fails to pay any other debt due and payable to the Supplier or otherwise commits any breach of Contract, then all sums outstanding in respect of Services shall become payable immediately and the Supplier may, in its absolute discretion forthwith without notice and without prejudice to any other rights which it may have:-
8.1.1 Suspend all future provision of Services to the Purchaser under the Contract in question or under any other contract and/or terminate a Contract or any other contract(s) without liability upon its part; and/or
8.1.2 Require payment of interest on all amounts due at a compound annual rate of 5% per annum above the base lending rate of The Royal Bank of Scotland from time to time in force on a day to day basis computed from the date when payment for the Services in question became due to the date of actual payment and any such interest shall accrue after (as well as before) any Court ruling. In addition, the Purchaser shall reimburse all reasonable costs incurred by the Supplier in obtaining payment from the Purchaser of any amounts payable by the Purchaser to the Supplier which are overdue.
9. Liability and Insurance
9.1 The Supplier shall not be liable for any loss, damages, claims, liabilities, fees (including legal fees) or expenses (whether direct, indirect, consequential or otherwise and whether arising in delict, contract or otherwise) of anykind whatsoever suffered or incurred by the Purchaser arising out of or in connection with the provision of the Services by the Supplier.
9.2 Without prejudice to the generality of Condition 9.1, the Supplier shall not be liable for failure to provide the Services or to provide the Services promptly if such failure arises for any reason outside the reasonable control of the Supplier, including but not limited to acts of God, acts or regulations of any governmental or supranational authority, war or national emergency, accident, fire, strikes, lock-outs, industrial disputes or epidemics. However, such delay or failure to provide such Services shall not affect the obligations of the Purchaser to make payment for the Services already provided.
10.1. The Purchaser agrees to indemnify the Supplier for all losses, damages, claims, liabilities, costs, fees (including legal fees) and expenses of whatever kind suffered or incurred by the Supplier:
10.1.1.As a result of breach by the Purchaser of any warranties contained in these Conditions;
10.1.2.As a result of any negligent or wilful act or omission by the Purchaser, its officers, agents or employees, without prejudice to any clause contained within these conditions, the Purchaser undertakes to maintain, at its own cost, a policy of Insurance to cover its liability to the Supplier under Contract.
11.1. The headings in the Conditions are for convenience only and shall not affect the construction thereof.
12.1. The Purchaser shall not be entitled to assign, subcontract or otherwise dispose of its rights and obligations under Contract without the prior written consent of the Supplier.
13.1. Subject to clause
14, if any Condition (or any part of any Condition) is held by any court or competent authority to be void or unenforceable in whole or in any part these Conditions will continue to be valid as to all other provisions and the remainder of the affected provision.
14.1. These terms and conditions are construed in accordance with the Scots law. The parties agree that the Scottish courts shall have exclusive jurisdiction. These terms and conditions shall be taken to have been accepted by the Purchaser unless otherwise stated in writing.
Signed: _______________________________ Date: _____________________ For and on behalf of the Supplier Signed: _______________________________ Date: _____________________ For and on behalf of the Purchaser SL (UK) Ltd t/a Smart Promotions Terms & Conditions