Online Transaction Terms & Conditions.

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Terms and Conditions of Sale and Supply of Services; Service Point.

In these terms and conditions unless the context otherwise requires:

1. General

“Business Day” means a day on which the UK clearing banks are open for normal business in London;

“Company” means Service Point, a trading division of Paragon Group UK Limited registered in England under number 00551336 and having its

registered office at Pallion Trading Estate, Sunderland, Tyne and Wear SR4 6ST;

“Company’s Standard Charges” means the charges shown in the Company’s price lists relating to the Products or the Specified Service;

“Contract” means the contract for the sale of the Products and/or supply of the Specified Service;

“Contract Price” means the price payable by the Customer for the purchase of the Products or the supply of the Specified Services with reference to the individual contract made;

“Created Material” means any original physical material created by the Company for the purpose of performing the Specified Service but excludes Output Material;

“Customer” means the party named on the Specification Sheet;

“Document” means any document in writing, map, plan, graph, drawing, photograph, film, negative, tape, disc or other device embodying

visual images or data;

“Input Material” means any Documents or other data or information provided by the Customer relating to the Specified Service or Products;

“Insolvent” means that the Customer:

(a) if an individual, firm or partnership has a bankruptcy petition presented against him or it or, if in Scotland, becomes apparently insolvent

within the meaning of the Bankruptcy (Scotland) Act 1985 or has a trustee in sequestration appointed to his or its estate or the equivalent thereof in any foreign jurisdiction; or

(b) if a company or incorporation is or would be deemed to be unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986 if it is or were a company or if a receiver, administrative receiver or liquidator (including a provisional liquidator) or similar is appointed over any of the assets or the undertakings of the Customer or if an administrator is appointed to govern the affairs of the Customer, or if a resolution is passed for the voluntary winding up of the Customer or an application is made to the Court for the compulsory winding up for the Customer, or if the Customer generally makes any arrangement or composition with its creditors or becomes involved in any legal proceeding concerning its

solvency. or the equivalent thereof in any foreign jurisdiction;

“Normal Branch Working Hours” means the working hours stated at the branch of the Company at which the order for the sale of the Products or supply of the Specified Service is made;

“Order Book” means any order book issued by the Company in connection with the sale of the Products or the supply of the Specified Service;

“Output Material” means any Documents, materials or other data or information to be provided by the Company pursuant to the Specified Service;

“Products” means goods to be provided by the Company (including any installment of the goods or any parts for them) in accordance with these terms and conditions;

“Specification Sheet” means the sheet to which these terms and conditions are appended; and

“Specified Service” means the service to be provided by the Company for the Customer referred to in the Specification Sheet.

1.2 Any reference in these terms and 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 and any reference to the singular includes the plural and the masculine includes the feminine and neuter and vice versa.

2. Formation of Contract

2.1 Any agreement between the Company and any Customer for the sale of Products or supply of the Specified Service shall be subject to these terms and conditions only and may only be overridden by agreement in writing by any director or other authorised officer of the Company. The Company hereby excludes all other terms, conditions, guarantees and warranties not contained in these terms and conditions, whether express or implied by statute, common law or otherwise, to the fullest extent permitted by law.

2.2 Any order form or quotation sent by the Customer and accepted by the Company shall not constitute an acceptance of any terms and

conditions contained or referred to in that order form or quotation but shall constitute an individual and legally binding contract between the Company and the Customer subject to these terms and conditions only. The Products or Specified Services shall be provided in accordance with instructions given by the Customer or its duly authorised representative. Such instructions may be verbal or in writing. The Customer agrees that the Company is entitled without enquiry to accept verbal instructions from any person purporting to act on the Customer’s behalf. Notwithstanding that in connection with any order the Company may submit any sample of the Products to the Customer as indicating the quality, size or type of Products which may be supplied, no order for Products following inspection of any sample or an acceptance of such an order by the Company shall be deemed to constitute a sale by sample and the implied term contained in section 15 of the Sale of Goods Act 1979 shall not apply to this Contract.

2.3 The Customer shall be responsible for ensuring the accuracy of the terms of any order and all Input Material submitted by the Customer, and shall at its own expense supply the Company with all necessary Input Material in addition to that provided in the Specification Sheet relating to the Products or to the Specified Service in sufficient quantities and within sufficient time to enable the Company to provide the Specified Service. If colour reproduction of a specific standard is required then the Customer must state this requirement in the Specification Sheet and accepts a

margin of 2% for over-supply or shortfall in quantity. The Customer shall at its own expense retain duplicate copies of all Input Material. Save to the extent that the Company is negligent it shall have no liability for any loss or damage to the Input Material, howsoever caused. All Output Material shall be at the sole risk of the Customer from the time of despatch to the Customer.

2.4 Where the Customer places an order for more than one delivery of Products or one supply of the Specified Service, which is accepted by the Company, each delivery of Products or supply of the Specified Service shall be treated as an individual and legally binding contract. These terms and conditions shall apply to each contract. Where any order for Products to be delivered or the Specified Service to be supplied is in installments is accepted by the Company, each delivery or supply shall constitute an individual and legally binding contract.

2.5 Any typographical, clerical or other error or omission in any catalogues, price lists, quotation, acceptance of offer, invoice or other document or information issued by the Company shall be subject to correction without any liability on the part of the Company.

3. Alteration

The Company reserves the right to alter these terms and conditions by giving written notice of such alteration to a Customer with credit facilities with the Company in accordance with Clause 6.2. If such a variation is material, the Customer shall have the right to terminate the Contract,

without penalty, by written notice within 5 Business Days of receipt by the Customer of written notice of such alteration, before any variation becomes effective, provided that all outstanding payments due to the Company are made at that time. The Company will not be liable in respect of any loss or damage caused by or resulting from curtailment or cessation of supply following such variation. The Company reserves the right to make any changes in the specification of the Products or the Specified Service which are required to conform with any applicable legal requirements or, where the Products or Specified Service are to be supplied to the Company’s specification, which do not materially affect their quality or performance.

4. Price

4.1 Subject to any special terms agreed, the Customer shall pay the Company’s Standard Charges and any additional sums which are agreed between the Company and the Customer for the supply of the Specified Service which, in the Company’s sole discretion, are required as a result of the Customer’s instructions or lack of instructions, the inaccuracy of any Input Material or any other cause attributable to the Customer. A copy of the Company’s Standard Charges is held at every branch of the Company. Unless otherwise agreed in writing, folding and collating charges will be payable for the supply of the Specified Service in accordance with the Company’s Standard Charges.

4.2 The Company shall be entitled to vary the Company’s Standard Charges from time to time. Increased and additional charges may be made for Products or the Specified Service supplied outside Normal Branch Working Hours.

4.3 Products and the Specified Service are sold and supplied at the Company’s Standard Charges applying at the date of order. Unless otherwise expressly stated the Company’s Standard Charges are exclusive of VAT and the Customer is liable for VAT thereon at the applicable rate.

4.4 The costs of pallets and returnable containers will be charged to the Customer in addition to the Contract Price of the Products or the Specified Service, but full credit will be given to the Customer if they are returned undamaged to the Company within 7 days of the sale of the Products or supply of the Specified Service.

5. Cancellation and Rescheduling

The Customer may cancel all or part of an order or request changes to the date of despatch no later than 24 hours prior to the despatch of the Products or the supply of the Specified Service. In this event, unless the circumstances fall under the terms of Clause 3, the Customer will be liable to pay a reasonable cancellation or rescheduling charge to be determined by the Company to cover the Company’s expenses incurred as a result of such cancellation or rescheduling.

6. Payment

6.1 Subject to Clause 6.2 payment must be made on the date of order of the Products or the Specified Service in a method satisfactory to the Company.

6.2 Where the Company has agreed that the Customer is not to make immediate payment, subject to Clauses 6.4 and 6.5, invoices will be

submitted in respect of the total Contract Price outstanding for that calender month on or around the last Business Day of every calender month

following the due date for delivery and are payable within 30 days of the date of invoice unless otherwise agreed. Notwithstanding the

foregoing the Company may require the Customer to pay a deposit when or after the Products or Specified Service are/is ordered. In addition if the Company, at its absolute discretion, considers the Customer’s credit to be or is likely to become unsatisfactory prior to the date of delivery, then the Customer shall pay full or partial payment of the Contract Prices then outstanding on demand by the Company prior to the date of delivery.

6.3 If the Company carries out any work for the Customer prior to the signing of the Specification Sheet, whether experimental or otherwise, then the Customer shall be liable for the full cost of such work once the Specification Sheet is completed.

6.4 Without prejudice to any other rights that the Company may have, the Company reserves the right with all customers to charge interest (after as well as before judgement) at the rate of 4% per annum above the base lending rate for the time being of the Royal Bank of Scotland on the day to day outstanding unpaid balance from the date that the invoice became due to the date of actual payment or from the date that monies have become due by virtue of Clause 6.6.

6.5 The Company may, without any liability to the Customer, suspend the supply of the Products or the Specified Service if any invoices rendered by the Company to the Customer are or become overdue for payment, or if the Company at its absolute discretion considers the Customer’s

credit to be or is likely to become unsatisfactory.

6.6 The Company reserves the right to withdraw credit facilities and declare all accrued balances immediately due and payable provided notice is served on the client requiring payment within 7 days of the date of the notice or on the last Business Day of that calender month which ever is the earlier.

6.7 In addition to any lien to which the Company may by virtue of law be entitled, the Company shall have a general lien on all the Customer’s goods in the Company’s possession, whether those goods have been acquired from the Company (whether paid for in full or not) or from

elsewhere for the payment of any monies by the Customer under this or any other contract.

7. Order Book

7.1 Risk in the Order Book shall pass on delivery, and is deemed to be delivered when posted in accordance with Clause 15.4 to the Customer’s address or when delivered in person to Customer. Any Customer who is a holder of an Order Book shall take all possible care to avoid the Order Book being lost, stolen, or misused. If the Order Book is lost or stolen, or is for any other reason liable to misuse, the Customer shall notify the Company at the address and telephone number stated in the Specification Sheet or to any other address notified in writing by the Company for the purposes of receiving notices as soon as reasonably practicable but not later than 2 days after the discovery of the loss, misuse or theft of the Order Book. Any verbal notification must be confirmed in writing within 5 days of the said discovery to effect formal notification.

7.2 If formal notification is effected by the Customer, the Customer will be liable for maximum of £50 of any loss arising to the Company for any unauthorised use of the Order Book, provided that where the Customer has been grossly negligent or acted fraudulently or the Order Book has been used by a party with the Customer’s consent or the Customer fails to give formal notification in terms of Clause 7.1, the Customer will

continue to be liable to pay for any subsequent Order Book transactions.

8. Warranties

8.1 The Company warrants that the Specified Service will be supplied using reasonable care, skill and attention and so far as reasonably

practicable, in accordance with the Specification Sheet provided that no warranty is given that the Output Material will match the exact specifications of the Customer in colour, saturation or texture.

8.2 The Company warrants that it has full and valid title to the Products. The Company further warrants that the Products are of satisfactory

quality and that they are fit for all normal purposes commonly associated with products of this type. The Company does not warrant that the Products are fit for any particular purpose unless it has received express written notice from the Customer specifying any intended purpose for the Products and the Company has agreed in writing to provide Products conforming to that particular specification.

8.3 Where the Company uses or supplies in connection with the provisions of the Specified Service any goods (including Output Material) supplied by a third party, the Company does not give any warranty, guarantee or other term as to their quality, fitness for purpose or otherwise, but shall, where possible, assign to the Customer the benefit of any warranty, guarantee or indemnity given by the person supplying the goods to the Company. The application, use and processing of the Products is the absolute responsibility of the Customer. The Company shall not be responsible for providing any technical or other advice, information or data regarding the use, storage or otherwise of the Products and will not be responsible for any subsequent loss or damage suffered by the Customer in the event of the Customer failing to comply with and follow any instructions

contained on packaging accompanying the Products regarding storage and/or any precautions to be taken during transportation of the Products.

9. Delivery

9.1 Unless otherwise stated, the Contract Price includes delivery to the Customer’s address. The Company reserves the right to make an additional charge to cover any increase in transport costs occurring before the date of delivery and/or in respect of delivery outside Normal Branch Working Hours or otherwise.

9.2 Any time quoted by the Company for despatch or delivery is an estimate only, time for delivery or despatch shall not be of the essence and in no event shall the Company be liable for any damages or penalty for delay in despatch or delivery.

9.3 If the Customer fails to pay the Company on the due date, or if the Customer becomes Insolvent, or becomes involved in any legal proceedings concerning its solvency or ceases trading, or commits a breach of any of its obligations under these terms and conditions, the Company may at its discretion and without prejudice to any other remedies available to it suspend or cancel further deliveries under the Contract.

9.4 If the Customer fails to take delivery of the Products or the Output Material at the time stated for delivery or fails to give the Company adequate delivery instructions prior to the time stated for delivery (otherwise than by reason of any cause beyond the Customer’s reasonable control or by reason of the Company’s fault) then, without prejudice to any other right or remedy available to the Company, the Company may store the Products or the Output Material or Created Material until actual delivery and charge the Customer for the reasonable costs (including insurance) of storage or sell the Products or the Output Material or Created Material at the best price readily obtainable and (after deducting all reasonable storage and selling expenses) charge the Customer for any shortfall below the Contract Price, or account to the Customer for the excess over the Contract Price.

9.5 Unless agreed otherwise in writing all Products and Output Materials will be packaged in accordance with the Company’s standard practice.

10. Risk and Title

10.1 Risk in the Products and Output Material or Created Material shall pass to the Customer at the time the Products are despatched by the Company. The Company accepts no liability for any loss or damage caused to the Products and Output Material or Created Material by any carrier.

10.2 The ownership in the Products or Output Material or Created Material will not pass from the Company to the Customer until payment in full of all sums (including interest) due in respect of the Products or Output Material or Created Material supplied has been received by the Company, not only under this Contract, but under any other contract between the Customer and the Company.

10.3 Until the transfer or passing of ownership in the Products or Output Material or Created Material under Clause 10.2 the Customer shall keep the Products or Output Material or Created Material as the Company’s fiduciary agent on its own premises in safe custody and separate from any products which are the property of the Customer or any third party in such a way that they are readily identifiable as belonging to the Company. Furthermore the Company shall be entitled at any time to require the Customer to deliver up the Products or Output Material or Created Material to the Company and, if the Customer fails to do so forthwith, to enter upon the premises of the Customer or any third party where the Products or Output Material or Created Material are stored with such transport as may be necessary and repossess the Products or Output Material or Created Material. The exercise of such a right shall be without prejudice to any other rights the Company may have.

10.4 Any right of retention, set-off or compensation available to the Customer at common law or under statute or otherwise is hereby excluded.

11. Rejection

11.1 Where the Products are sold as a batch, without affecting any rights which the Customer may have to reject all of the batch, the Customer may accept some and reject some only of the Products. However where the Customer alleges that the Products or Output Material delivered are defective (otherwise than by loss or damage in transit) and where the Products or Output Material have proved defective when subjected to normal uses of the type associated with the Products or Output Material, the Customer shall notify the Company in writing within 14 days of the receipt of the invoice or the due date of delivery if the Customer does not have credit facilities with the Company, and if the Company is satisfied that the Products are materially defective, provided that the Products or Output Material have not been dealt with or treated in any way which has

contributed to the defect, the Company will replace the Products or Output Material free of charge to the Customer.

11.2 The sole obligation of the Company in connection with the supply of the Products or Output Material is to make all reasonable attempts to obtain and supply the correct Products or Output Material ordered by the Customer in the event that any Products or Output Material should fail to conform to their product description, provided always that the Customer notifies the Company of any such non-conformity within 14 days of receipt of the invoice or the due date of delivery if the Customer does not have credit facilities with the Company.

12. Force Majeure

The Company shall not be liable to the Customer for any delay in or failure to perform its obligations hereunder (other than a payment of money) where such delay or failure results from force majeure, act of God, fire, accident, war, rebellion, riot, sabotage, official strike, lock-outs or official labour disputes or any other cause beyond the Company’s reasonable control. Where the Company is prevented from carrying out further

performance under the Contract by reason of any of the events specified above, the Customer shall forthwith pay the Company the Contract Price less a sum determined by the Company, acting reasonably, for any part of the Contract not performed by the Company.

13. Limitation of Liability

13.1 The Company’s liability in contract, tort, delict or otherwise in respect of any alleged defective performance or non-performance of any Products or Specified Service shall be limited in all circumstances to the Contract Price for the Products or Specified Service provided the Customer shall indemnify the Company for all costs, claims, liabilities and expenses which the Company may incur in relation to any claim by a third party caused by or arising from the Company’s carrying out of the Customer’s instructions. The Customer acknowledges and agrees that the exclusions and restrictions of liability in these terms and conditions are reasonable.

13.2 Except in respect of death or personal injury caused by the Company’s negligence or its employees or agents or, as expressly provided in these terms and conditions, the Company shall not be liable to the Customer by reason of any representation (unless fraudulent), or any implied warranty, condition or other term, or any duty at common law, or under the express terms of the Contract, for any loss of profit or any special, indirect or consequential loss or damage of any nature (whether caused by the negligence of the Company, its servants or agents or otherwise), resulting from the supply of the Products or the Specified Service or their use by the Customer.

13.3 The Company accepts no liability:

(a) for defective Products unless the Customer notifies the Company of such defect/s, giving a full written explanation of the reasons for suspecting the existence of such defect/s, within 14 days of the date of delivery in respect of the supply of the Products or Specified Service;

(b) and shall not replace or repair, any Products or Output Material damaged in transit unless the Customer notifies both the Company and the carrier within 14 days of the date of delivery;

(c) and shall not replace any or any part of the Products or Output Material which is not delivered within 5 days of the due date for delivery of the Product or Output Material unless the Customer notifies the Company within 7 days of the due date of delivery.

14. Termination

14.1 Notwithstanding the provisions of Clause 3 and Clause 4 of these terms and conditions, these terms and conditions may be terminated

forthwith by notice in writing by either party, if the other party fails to perform any of its obligations under these terms and conditions, and such failure continues for a period of 14 days after written notice has been served by one party on the other party requesting that the breach be

remedied or by the Company if the Customer becomes Insolvent.

14.2 If the contract is terminated by the Company because the Customer is Insolvent, the Company shall, without prejudice to any other rights and remedies which it may have and without any liability whatsoever, be entitled forthwith upon serving notice in writing to the Customer to cancel all orders and contracts or any part thereof remaining between the Company and the Customer for the sale of Products or the supply of the Specified Service and to enter onto and to have access to the Customer’s premises wherever situate, and acting either by itself or through agents appointed by it and using any transport necessary, for the purposes of removing, realising and disposing of any Products or Output Material or Created Material in which ownership has not passed from the Company to the Customer in accordance with Clause 10 of these terms and conditions and the Customer hereby expressly authorises the Company and its agents to enter onto such premises for any such purposes.

15. Contract

15.1 Save as expressly provided no delay by either party in enforcing its rights shall prejudice or restricts the rights of the party, and no waiver of any such rights or of any breach of any contractual terms shall be deemed to be a waiver of any other right or any other breach.

15.2 The Customer agrees not to assign any of its rights herein without the prior written consent of the Company. The Company shall be entitled to assign its rights herein or sub-contract any of its obligations hereunder to any third party providing that the Company shall remain liable to the Customer for the acts or omissions of such third parties in relation to the sale of the Products or the supply of the Specified Service.

15.3 If any of these terms and conditions or any part of them are judged illegal or unenforceable for any reason, such terms and conditions

(or the appropriate part thereof) shall be deleted and the remaining provisions hereof shall continue in full force and effect.

15.4 Any notices given by either party to the other must be in writing and may be delivered personally or by recorded delivery or registered post and will be deemed to have been given 2 Business Days after the date of posting. Notices shall be delivered or sent to the addresses of the parties specified in the Specification Sheet or to any other address notified in writing by either party to the other for the purposes of receiving notices.

15.5 Any inspection or substitution or rectification of, or any advice or assistance given in relation to Products or the Specified Service by the Company at any time shall give rise to the Company’s normal charges and shall be deemed to be carried out or given without constituting or

representing any waiver, concession or variation of these terms or any promise or any acceptance of liability by the Company.

15.6 No provision of these terms and conditions shall be construed as restricting the rights of a Customer who is a consumer in terms of the Unfair Contract Terms Act 1977, the Sale of Goods Act 1979, the Consumer Protection Act 1987, the Sale and Supply of Goods Act 1994 or the Unfair Terms in Consumer Contracts Regulations 1994.

15.7 This Contract and the terms and conditions of sale and supply of services contained herein shall be governed by and construed in accordance with the laws of England.

Sale of Goods

16. Returns: This clause applies exclusively to the sale of the Products under this Contract.

16.1 Within 14 days of the date of delivery of the Products, the Customer may return the Products to the Company, provided that:

(a) the Customer has given written notice to the Company;

(b) the Products are properly packed in the original packing;

(c) the Products are in a saleable condition;

(d) the Products are accompanied by a detailed packing list; and

(e) the Products are covered by warranty.

16.2 The Company reserves the right to reject any Products returned which do not comply with the conditions set out in Clause 16.1 or any bespoke Products or otherwise specially created for the Customer.

Plot Giant is a Service Point Company
www.servicepointuk.com