Tiger Ink Limited Terms & Conditions
Seller Tiger Ink Limited, registration number 7116226.
Buyer the person who agrees to buy Goods and/or Services from the Seller.
Conditions the terms and condition of sale as set out in this document and any special terms and conditions agreed in writing by the Seller.
Goods the items which the Buyer agrees to buy from the Seller as set out in the Order.
Price the prices of the Goods, excluding VAT and any carriage (unless otherwise stated) as set out in the Order
Order the Buyer’s order for the supply of Goods and/or Services as set out in the Buyer’s purchase order form or the Buyer’s written acceptance of the Seller’s quotation.
Services the services supplied by the Seller to the Buyer as set out in the Order.
2.1 These Conditions shall form the basis of the contract between the Seller and the Buyer in relation of the sale of Goods and/or Services, to the exclusion of all other terms and conditions including the Buyer’s standard conditions of purchase or any other conditions which the Buyer may purport to apply under any purchase order or confirmation of order or any other document.
2.2 All orders for Goods and/or Services shall be deemed to be an offer by the Buyer to purchase Goods and/or Services from the Seller pursuant to these Conditions.
2.3 Acceptance of delivery of the Goods or commencement of the Services shall be deemed to be conclusive evidence of the Buyer’s acceptance of these Conditions.
2.4 These Conditions may not be varied except by the written agreement of a direct of the Seller.
2.5 These Conditions represent the whole of the agreement between the Seller and the Buyer. They supersede any other conditions previously issued.
3. Artwork & Electronic Files
3.1 It is the Buyer’s responsibility to maintain a copy of any original electronic file.
3.2 The Seller shall not be responsible for checking the accuracy of artwork supplied from an electronic file unless otherwise agreed.
3.3 Without prejudice if an electronic file is not suitable for outputting on equipment normally adequate for such purposes without adjustment or other corrective action the Seller may make a charge for any resulting additional artwork cost incurred.
3.4 The Seller reserves the right to reject any electronic file, film, disks, paper, plates or other materials supplied or specified by the customer which appear to be unsuitable.
3.5 Where materials are so supplied or specified, the Seller will take every care to secure the best results, but responsibility will not be accepted for imperfect work caused by defects in or unsuitability of artwork files or materials supplied or specified.
4. Proofs & Samples
4.1 Proofs of work may be submitted for the Buyer’s approval and the Seller shall incur no liability for any errors not corrected by the Buyer in proofs so submitted.
4.2 Buyer’s alterations and additional proofs necessitated thereby may incur additional proofing charges which will be advised.
4.3 If the Buyer requires a digital print proof prior to printing, this will incur a proofing charge which will be advised and invoiced upon completion of the printing work.
4.4 Samples of specific promotional items or printed material prior to a Buyer’s order may be charged for both the sample and also any delivery charge to the Buyer.
4.5 Colour proofs; due to differences in equipment, paper, inks and other conditions between colour proofing and production runs, a reasonable variation in colour between colour proofs and the completed job will be deemed acceptable unless otherwise agreed.
5. Delivery of Goods
5.1 Delivery of the Goods shall be made to the Buyer’s address. The Buyer shall make all arrangements necessary to take delivery of the Goods on the day notified by the Seller for delivery.
5.2 The Seller undertakes to use its reasonable efforts to dispatch the Goods on an agreed delivery date, but does not guarantee to do so.
5.3 The Seller shall not be liable to the Buyer for any loss or damage whether arising directly or indirectly from the late or short delivery of the Goods. If short delivery does take place, the Buyer may not reject the Goods but shall accept the Goods delivered as part performance of the contract, and a pro-rata adjustment to the Price shall be made.
5.4 Every endeavor will be made to deliver the correct quantity ordered, but the Buyer shall accept there may be a variance of up to +/- 10% on the delivered quantity and will be chargeable.
5.5 Where materials are supplied or specified by the Buyer, quantities of materials supplied must be adequate to cover normal spoilage.
5.6 If the Buyer fails to take delivery of the Goods on the agreed delivery date or, if no specific delivery date has been agreed, when the Goods are ready for dispatch, the Seller shall be entitled to store and insure the Goods and to charge the Buyer the reasonable costs of so doing.
6. Acceptance of Goods
6.1 The Buyer shall be deemed to have accepted the Goods 1 day after delivery to the Buyer.
6.2 The Buyer shall carry out a thorough inspection of the Goods within 3 days and give written notice to the Seller after discovering that some or all of the Goods are defective. The Buyer must return the Goods to the Seller at the Buyer’s cost and the Seller shall, at its option, repair or replace any Goods that defective, or refund the price of such defective Goods.
6.3 The Seller shall not be liable in respect of any claim unless the aforementioned requirements have been completed with exception in any particular case where the customer proves that (i) it was not possible to comply with the requirements and (ii) advice (where required) was given and the claim made as soon as reasonably possible.
7.1 First orders for new Buyers will be on a pro-forma basis. Subsequent orders, subject to references and the Seller’s approval, will be on a 30 day account.
7.2 The Seller reserves the right to charge the amount of any VAT payable whether or not included on the estimate or invoice.
7.3 For 30 day account holders payment shall be due within 30 days of the date of the Seller’s invoice.
7.4 Interest on overdue invoices shall accrue from the date when payment becomes due calculated on a daily basis until the date of payment at a rate of 5% above the Bank of England base rate from the date the account became due until full payment is received.
7.5 No goods will be delivered on accounts which remain unpaid 14 days after payment is due.
7.6 The Seller reserves the right to charge the Buyer for any legal or collection charges where it is necessary to obtain payment from the Buyer of an overdue account through a third party or Court proceedings.
8.1 A charge to the Buyer will be made on all cancelled orders, together with the charge for all work carried out up to the date of written cancellation.
8.2 Should work be suspended at the request of the Buyer or delayed through any default of the Buyer for a period of 30 calendar days, the Seller shall invoice for payment for work already carried out, materials specially ordered and any other additional costs including storage.
9. Title & Risk
9.1 Risk shall pass on delivery of the Goods to the Buyer’s address.
9.2 Notwithstanding the earlier passing of risk, title of the Goods shall remain with the Seller and shall not pass to the Buyer until the amount due under the invoice for them (including interest and costs) has been paid in full.
9.3 Until title passes the Buyer shall hold the Goods as bailee for the Seller and shall store or mark them so that they can at all times be identified as the property of the Seller.
9.4 The Seller may at any time before title passes and without any liability to the Buyer:
9.4.1 repossess and dismantle and use or sell all or any of the Goods and by doing so terminate the Buyer’s right to use, sell or otherwise deal in them; and
9.4.2 for that purpose (or determining what if any Goods are held by the Buyer and inspecting them) enter any premises of or occupied by the Buyer.
9.5 The Seller may maintain an action for the price for any Goods notwithstanding that title in them has not passed to the Buyer.
10. Supply of Services
10.1 The Seller shall provide the Services to the Buyer.
10.2 The Seller shall use all reasonable endeavours to meet any performance dates for the Services specified in the Order, but any such dates shall be estimates only.
10.3 The Seller shall have the right to make any changes to the Services which are necessary to comply with any applicable law or safety requirement, or which do not materially affect the nature or quality of the Services, and the Seller shall notify the Buyer in any such event.
11. Buyer’s Obligations
11.1 The Buyer shall:
11.1.1 ensure that the terms of the Order are complete and accurate;
11.1.2 co-operate with the Seller in all matters relating to the Services;
11.1.3 provide the Seller, its employees, agents, consultants and subcontractors, with access to the Buyer’s premises as reasonably required by the Seller to provide the Services;
11.1.4 provide the Seller with such information and materials as the Seller may reasonably require to provide the Services, and ensure that such information is accurate in all material respects;
11.1.5 obtain and maintain all necessary licenses, permissions and consents which may be required for the Services before the date on which the Services are to start; and
11.1.6 keep and maintain all materials, equipment, documents and other property of the Seller (Seller Materials) at the Buyer’s premises in safe custody at its own risk, maintain the Seller Materials in good condition until returned to the Seller, and not dispose of or use the Seller Materials other than in accordance with the Seller’s written instructions or authorisation.
11.2 If the Seller’s performance of any of its obligations in respect of the Services is prevented or delayed by any act or omission by the Buyer or failure by the Buyer to perform any relevant obligation (Buyer Default):
11.2.1 the Seller shall without limiting its other rights or remedies have the right to suspend performance of the Services until the Buyer remedies the Buyer Default, and to rely on the Buyer Default to relieve it from the performance of any of its obligations to the extent the Buyer Default prevents or delays the Seller’s performance of any of its obligations;
11.2.2 the Seller shall not be liable for any costs or losses sustained or incurred by the Buyer arising directly or indirectly from the Seller’s failure or delay to perform any of its obligations as set out in this clause 13.2; and
11.2.3 the Buyer shall reimburse the Seller on written demand for any costs or losses sustained or incurred by the Seller arising directly or indirectly from the Buyer Default.
12. Intellectual Property Rights
12.1 All Intellectual Property Rights in or arising out of or in connection with the Services shall be owned by the Seller.
12.2 The Buyer acknowledges that, in respect of any third party Intellectual Property Rights in the Services, the Buyer’s use of any such Intellectual Property Rights is conditional on the Seller obtaining a written license from the relevant licensor on such terms as will entitle the Seller to license such rights to the Buyer.
12.3 All Seller Materials are the exclusive property of the Seller.
13. Limitation of Liability
13.1 Nothing in these conditions limits or excludes the Seller’s liability for:
13.1.1 death or personal injury caused by its negligence, or the negligence of its employees, agents or subcontractors
13.1.2 fraud or fraudulent misrepresentation
13.1.3 breach of the terms implied by section 2 of the Supply of Goods & Services Act 1982 (title and quiet possession);
13.1.4 breach the terms implied by Section 12 of the Sale of Goods Act 1979 (title and quiet possession); or
13.1.5 defective products under the Consumer Protection Act 1987.
13.2 Subject to clause 13.1:
13.2.1 the Seller shall not be liable to the Buyer for any pure economic loss, loss of profit, loss of business, depletion of goodwill or otherwise, in each case whether direct, indirect or consequential, or any claims for consequential compensation whatsoever (howsoever caused) which arise out of or in connection with the Order.
13.2.2 the Seller’s total liability to the Buyer in respect of all losses arising under or in connection with the Contract, whether in contract, tort (including negligence), breach or statutory duty, or otherwise, shall in no circumstances exceed the Order value.
14. Force majeure
Neither party shall be liable for any failure or delay in performing their obligations where such failure or delay results from any cause that is beyond the reasonable control of that party. Such causes include, but are not limited to: power failure, Internet Service Provider failure, industrial action, civil unrest, fire, flood, storms, earthquakes, acts of terrorism, acts of war, governmental action or any other event that is beyond the control of the Party in question.
15.1 Waiver. The Parties agree that no failure by either Party to enforce the performance of any provision in these Terms and Conditions or under the Contract shall constitute a waiver of the right to subsequently enforce that provision or any other provision. Such failure shall not be deemed to be a waiver of any preceding or subsequent breach and shall not constitute a continuing waiver.
15.2 Third Parties. A person who is not a party to the Contact shall not have any rights to enforce its terms.
15.3 Illegal Matter.
15.3.1 The Sellerreserves the right to not print any matter which in their opinion is or may be of an illegal or libellous nature or an infringement of the proprietary or other rights of any third party.
15.3.2 The Seller shall be indemnified by the Buyer in respect of any claims, costs and expenses arising out of any libellous matter or any infringement of copyright, patent, design or of any other proprietary or personal rights contained in any material printed for the Buyer. The indemnity shall include (without limitation) any amounts paid on a lawyer’s advice in settlement of any claim that any matter is libellous or such an infringement.
15.4.1 Without prejudice to other remedies, if the Buyer becomes insolvent (namely, being a company is deemed to be unable to pay its debts or has a winding up petition issued against it or has a receiver, administrator or administrative receiver appointed to it or being a person commits an act of bankruptcy or has a bankruptcy petition issued against them) the Seller shall have the right not to proceed further with the contract or any other work for the Buyer and be entitled to charge for work already carried out (whether completed or not) and materials purchased for the customer, such charge to be an immediate debt due to them.
15.4.2 Any unpaid invoices shall become immediately due for payment.
15.5 This Contract contains the entire agreement and understanding of the parties relating to the subject matter of this Contract and extinguishes all previous agreements, promises, assurances, representations and understandings between the parties, whether written or oral.
15.6 Governing Law. This agreement and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the law of England and the parties submit to the exclusive jurisdiction of the English Courts.
© Tiger Ink Limited 2021