Terms and Conditions

Bailey Decal Limited

Conditions of sale.
1. Interpretation
1.1 In these conditions
"Seller" means Bailey Decal Limited
"Buyer" means the person, firm, or company placing any order which is accepted by the Seller
"Goods" means the goods (including any instalment or any part of them) which the Seller is to supply
"Conditions" means these conditions together with (unless the context otherwise requires) any other terms and conditions agreed in writing between the Seller and the Buyer
"Contract" means the Contract for the sale and purchase of the Goods whether verbal or written
"Writing" includes telex,cable,facsimile transmission and comparable means of communication
1.2 Any reference in these Conditions to any provision of a statute shall be construed as a reference to that provision as amended, re-enacted or extended
1.3 The headings in these Conditions are for convenience only and shall not affect their meaning

2. Application
These conditions shall apply to any Contract entered into between the Buyer and Seller for the sale of goods or supply of services by the Seller to the Buyer, Orders are accepted by the Seller only subject to these Conditions and no variation or modification of these Conditions shall be effective unless accepted in writing by a director of the Seller.

3. Estimates
3.1 All estimates, offers and tenders are subject to these Conditions and are for the whole of the Goods to which the estimate, offer or tender relates. The Seller may refuse to accept any order for Goods which constitute a part only of the estimate, offer or tender.
3.2 Estimates, offers and tenders are valid for a period of 14 days from the date of the offer, estimate or tender. The Seller reserves the right to withdraw the estimate, offer or tender and to submit a revised offer, estimate or tender at any time.
3.3 Orders once accepted by the Seller may not be cancelled except with the Seller's consent in writing Goods returned to the Seller without its content in writing will not be credited to the Buyer.

4. Delivery
4.1 The price for the Goods does not include delivery charges unless otherwise stated.
4.2 United Kingdom deliveries shall, unless otherwise agreed take place ex-works. All other deliveries shall, unless otherwise agreed take place on FOB terms, Overseas consignments will be automatically insured by the Seller, unless specifically requested by the Buyer not to do so: subject to the Buyer reimbursing the Seller in respect of all costs incurred.
4.3 Delivery may at the Seller's option be made in instalments and each delivery shall constitute a separate Contract.
4.4 Any time or date for delivery is given in good faith but shall be regarded as an estimate only and shall not be or be capable of being made of the essence of the Contract. The specified time for delivery shall be reckoned from the date of receipt by the Seller of the last of the following items to be received:
4.4.1 all information necessary to enable the Seller to proceed with the Order::
4.4.2 the deposit and letter of credit (if applicable):
4.4.3 proof of issue of an import licence (if required).
If any of the above is not received within a reasonable time the Seller may at its option either extend the time for delivery or cancel the Contract. Specific delivery dates are subject to all of the above items being received by the Seller within 14 days of the date of acceptance of the order.
4.5 Subject to 4.6 below the Buyer shall be entitled to cancel the Contract or to refuse to accept delivery of the Goods and obtain a refund of any deposit paid if the Goods are not delivered within three months of the specified delivery date or any agreed extension, In the event of cancellation of the Contract by the Buyer in accordance with this provision the Seller shall not be liable for any damage or consequential loss arising therefrom.
4.6 Should performance of the Seller's obligations be prevented, delayed or in any way interfered with due to any order of a local, national or International authority, riot, civil commotion, war, rebellion, national or international emergency; strikes, lock-outs, or other labour disputes (whether occurring as regards the Seller's works or as regards any of the Seller's suppliers); fire, flood or explosion; shortage of labour, equipment, materials or supplies or breakdown of machinery; shipping or transportation delays howsoever caused; epidemic of sickness, non-delivery by the Seller's suppliers; damage or destruction of the whole or any part of the Goods; force majeure or (without prejudice to the foregoing) any other cause whatsoever beyond the Seller's reasonable control, the Seller may at its option suspend performance of or cancel its obligations under the Contract without liability for any damages or consequential loss arising therefrom.
4.7 Suspension or cancellation of the Contract in accordance with the provisions of this clause 4 shall be without prejudice to the Seller's right to recover all sums owing to it in respect of Goods delivered to the Buyer prior to the date of suspension or cancellation.
4.8 The Seller reserves the right to deliver and charge for quantities between 10% short and 10% over for special printings and to the nearest section over the quantity ordered for open stock.
4.9 If the buyer refuses to accept any delivery of the Goods the Seller shall be entitled to charge the Buyer for and be paid all costs incurred by the Seller as a result of such refusal.
4.10 Where insurance against loss of or damage to the Goods during transit is arranged by the Seller the Goods shall be examined by the Buyer on arrival and details of any apparent damage to or defect in the Goods shall be endorsed on the carriers receipt and confirmed in writing to the Seller and the carrier not later than three days after the date of delivery.
4.11 The Buyer shall notify the Seller within fourteen days of the invoice date in the event of non-delivery of the Goods.
4.12 Where the goods are sold FOB the responsibility of the Seller shall cease immediately the Goods are placed on board ship and the Seller shall not be under any obligation to give the Buyer the notice specified in Section 32(3) of the Sale of Goods Act 1979.

5. Title and Risk
5.1 The Goods shall be at the Buyer's risk from delivery.
5.2 Inspite of delivery having been made the property in the Goods shall not pass from the Seller until
5.2.1 the prices for the goods have been paid in full; and
5.2.2 all other sums due from the Buyer to the Seller whether under this or any other Contract have been paid in full:
5.3 Until the property in the Goods passes to the Buyer in accordance with the clause 5.2 the Buyer shall hold the Goods and each of them on a fiduciary basis as bailee for the Seller The Buyer shall store the Goods (at no cost to the Seller) separately from all other goods in the possession and marked in such a way that they are clearly identified as the Sellers property.
5.4 Notwithstanding that the Goods (or any of them) remain the property of the Seller the Buyer may sell or use the Goods in the ordinary course of the Buyer's business at full market value for the account of the Seller. Any such sale or dealing shall be a sale or use of the Seller's property by the Buyer on the Buyer's own behalf and the Buyer shall deal as principal when making such sales or dealings. Until the property in the Goods passes from the Seller the entire proceeds of sale or otherwise of the Goods shall be held in trust for the Seller and shall not be mixed with other money or paid into any overdrawn account and shall be at all material times identified as the Seller's money. Further the Buyer authorises the Seller to require the purchaser of such Goods to make payment directly to the Seller whose receipt therefore shall be a good and sufficient discharge for the payment obligation owed by such purchaser to the Buyer in respect thereof.
5.5 The Seller shall be entitled to be paid for the Goods notwithstanding that property in any of the Goods has not passed the Seller.
5.6 Until such time as property in the Goods passes from the Seller the Buyer shall upon request deliver up such of the Goods as have not ceased to be in existence or resold to the Seller. If the Buyer fails to do so the Seller may enter upon any premises owned, occupied or controlled by the Buyer where the Goods are situated and repossess the Goods. On the making of such request the rights of the Buyer under clause 5.4 shall cease.
5.7 The Buyer shall not pledge or in any way charge by way of security for any indebtedness any of the Goods which are the property of the Seller or the proceeds of sale thereof. Without prejudice to the other rights of the Seller, if the Buyer does so all sums whatever owing by the Buyer to the seller shall forthwith become due and payable.
5.8 The Buyer shall insure and keep insured the Goods to their full value against "all risks" to the reasonable satisfaction of the Seller, and shall whenever requested by the Seller produce a copy of the policy of insurance. Without prejudice to the other rights of the Seller, if the Buyer fails to do so all sums whatever owing by the Buyer to the Seller shall forthwith become due and payable.
5.9 Each of the provisions of this clause shall be deemed to be separate and severable from each other.
5.10 If any one or more of the provisions of this clause is to be unlawful or unenforceable the remaining provisions shall continue in full force and effect

6. Copyright
6.1 The Buyer shall not have assigned to it and shall not have any express or implied to use the Seller's copyright in the Seller's designs until all sums due from the Buyer to the Seller under this or any other contract have been paid. The Buyer shall be entitled to sell the Goods or any articles manufactured by it and incorporating the Goods in the ordinary course of the Buyer's business to a bona fide purchaser for value in which event a licence under the Seller's copyright in respect of such Goods shall be deemed to have been granted immediately prior to delivery being made to the purchaser. The Buyer's right to sell the Goods or articles incorporating designs which are the Seller's copyright may be withdrawn at any time if any payment due from the Buyer to the Seller under this or any other contract is not made on its due date or if the Buyer commits an act of bankruptcy or takes any steps leading to liquidation or has an administrator or receiver or administrative receiver appointed in respect of all or any part of its assets.
6.2 The Buyer warrants that any Goods manufactured to the Buyer's design do not infringe any patent, trademark, registered design, copyright or other similar protection and shall indemnity and hold harmless the Seller against all actions, claims, demands, cost, charges and expenses arising from or incurred by reason of any infringement or alleged infringement of any such right.

7. Price and Payment
7.1 All prices quoted are strictly net and no discount will be allowed or is to be taken unless and
Then only subject to these Conditions of Sale.
7.2 The price payable for the Goods shall be the price applicable on the date of despatch.
7.3 The price quoted for the Goods is for their supply and delivery only in accordance with these Conditions and it shall be the responsibility of the Buyer to make arrangements for the off loading of the Goods upon delivery. Any additional costs incurred by the Seller un consequence of the Buyer failing to make any or adequate arrangements for the off loading of the Goods on delivery shall be paid for by the Buyer.
7.4 All prices quoted are exclusive of VAT which shall be added on the invoice and paid by the Seller.
7.5 All sums due shall be payable in the UK in the currency in which the price of the Goods is quoted without any deduction whatsoever and the time specified for payment by the Buyer shall be of essence of the Contract.
7.6 Any deposit paid by the Buyer shall not be refundable except in the circumstance referred to in clause 4.5
7.7 For credit account customers payment of the price for the Goods shall be due not later than thirty days from the end of the month in which that invoice is issued.
7.8 All cash sales are due for payment upon collection of the Goods or before dispatch, in the event of payment not being made prior to delivery, payment shall be due immediately on receipt of the Goods by the Buyer.
7.9 Any typographical or clerical error or omission in any acceptance of offer, invoice or other document issued by the Seller shall be subject to correction without any liability on the part of the Seller.
7.10 Payment of the whole of the purchase price of any balance then remaining outstanding shall become immediately due and payable in the event of any of the following.
(a) non payment of any instalment on its due date;
(b) the Buyer committing or suffering any of the acts or things mentioned in clause 13;
(c) the Buyer failing to open a letter of credit or otherwise arrange payment in accordance with the terms of the Contract;
(d) the Buyer indicating howsoever and by whatsoever means that it does not intend to be bound by the terms of the Contract or that is is unable or unwilling to accept delivery of or pay for the Goods.
7.11 If the Goods are delivered in instalments payment shall be due in respect of the Goods so
delivered in accordance with the terms of payment and notwithstanding any delay in or failure to deliver the balance of the Goods.
7.12 The Seller shall be entitled to charge interest at the rate of 2% per month on any overdue
payment from the date on which payment was due to the actual date on which payment is
received by the Seller.
7.13 The Buyer shall not withhold payment of any amounts due to the Seller or set off any other
monies owed because of any dispute or claims as to the Goods or for any other reason.
7.14 Where there is any delay in payment of the price or any instalment thereof the Buyer shall pay
all reasonable costs fees and expenses incurred by the Seller in obtaining payment.

8. If sufficient forwarding instructions are not received by the Seller within fourteen days after notification to the Buyer or its agent that the Goods are ready for dispatch or if the Buyer shall not be prepared to accept delivery of Goods in accordance with the Contract the Goods shall :
(a) be paid for as if they had been delivered;
(b) be deemed to have been accepted by the Buyer; and
(c) be at the risk of the Buyer who shall be responsible for all storage delivery insurance and other changes in respect thereof.

9. Acceptance of Goods
9.1 All Goods should be fully checked and tested on receipt by the Buyer and in the absence of any claim being received by the Seller shall be deemed to have been accepted by the Buyer seven days after the arrival of the Goods at the Buyer's premises.
9.2 In the event of the Buyer's subsequent use of the Goods the Seller shall not be liable for any consequential loss or damage of whatsoever nature howsoever caused
whether resulting from the Seller's breach of contract or negligence or otherwise
the risk of which the Buyer could have appreciated following such testing of the
Goods.

10. Specification and Performance
10.1 All descriptive matters , drawing , specification , illustrations and advertising materials are published for general guidance only and shall not form part of any Contract. The Seller reserves the right to delete any item from sale and to make reasonable alterations to its specifications without notice to the Buyer.
10.2 The Seller shall not be responsible for defects in the Goods due to compliance with the Buyer's instructions whether in relation to design , pattern , drawings requirements or specifications supplied by the Buyer or otherwise.

11. Warranty
11.1 The seller shall at its option either replace (within reasonable production times) or make a full refund in respect of any Goods comprising transfers or decals which are shown to the Seller's reasonable satisfaction to be defective provided that the Seller is notified of such defect in writing within 14 days after receipt of the Goods at the Buyer's premises and provided further that it is shown to the Seller's reasonable satisfaction that such defect results from the Seller's faulty design , workmanship or material.
11.2 In respect of all other types of Goods the seller shall at its option either repair or replace free of charge any Goods which are shown to be defective or which fail within three months from the date of delivery provided that it is shown to the Seller's reasonable satisfaction that such failure to results from the Seller's faulty design , workmanship or material and provided further that in respect of parts not of the Seller's own manufacture , the Seller gives to the Buyer only such guarantee as the manufacturer gives to the Seller . The repaired or replacement parts shall be supplied free of charge but the Seller's liability as to delivery and fitting or other expenses shall be limited to carriage paid in UK or FOB UK port. The defective part shall become the property of the Seller and shall be held to its order.
11.3 Save as provided in clause 11.1 and 11.2 above and save in respect of death or personal injury arising from the negligence of the Seller its employees or agent s the Seller shall not be under any liability for any claim or claims from direct , indirect or consequential injury, loss or damage (including loss of profit) arising out of or in connection with any defect in the Goods or any act , omission , neglect or default (whether or not the same constitutes a fundamental breach of the Contract or breach of a fundamental term thereof) of the Seller its employees or agents in the performance by the Seller of its obligations under the Contract.
11.4 Except as expressly provided in these Conditions the Seller shall be under no liability whatsoever to the Buyer (whether in contract or in negligence) and all other conditions, warranties or obligations whether express or implied by the law , trade custom , practice or otherwise are hereby excluded.
11.5 Except where the Buyer is able to prove that the Seller was guilty of any negligence or breach of Contract giving rise to a claim hereunder the Buyer shall indemnify the Seller in respect of any liability which the Seller may incur whether by the way of court proceedings or by bona fide out of court settlement as a result of any claim against the Seller under Part 1 of the Consumer Protection Act 1987.

12 . Responsibility for Customer's Goods and Material
All work carried out on the Buyer's goods and material shall be carried out at the Buyer's sole risk .

13. Suspension
If any payment due to prior to or after delivery under this or any other contract made between the Seller and the Buyer is not made on due dates or if the Buyer commits an act of bankruptcy or takes or suffers any step leading to liquidation or has a receiver , administrator or administrative receiver appointed of any of its assets the Seller may suspend may or withhold delivery of the Goods ( without prejudice to all other rights and remedies the Seller may have) until the full amount of the Contract price is received by the seller or may at its option immediately cancel this and/or any other contract between the Seller and the Buyer.

14. General
14.1 The granting of any time or other indulgence by the Seller to the Buyer shall not affect the Seller's rights hereunder.
14.2 The Buyer shall not without the Seller's consent in writing assign or transfer the Contract.
14.3 The Seller shall be entitled to cancel the Contract if it is unable to obtain the approval of its insures or any other competent authority thereto and the Buyer shall have no claim in respect of such cancellation.
14.4 These Conditions together with any terms appearing on the face of the order constitute the entire agreement between the parties related to the subject matter hereof and no representation , warranty or statement whether written oral or implied shall be capable of being treated as forming part of the Contract or as an inducement by the Seller for the Buyer to enter into the Contract.
14.5 In the event that any term or provision of the Contract shall for any reason be invalid illegal or unenforceable in any respect such invalidity illegality or unenforceability shall not affect any other term or provision hereof the Contract shall be construed and interpreted as such term or provision to the extent hat the same shall have been held invalid illegal or unenforceable had never been contained therein .
14.6 Because the potential losses which the Buyer might suffer as a result of any breach of Contract by the Seller are more readily ascertainable by the Buyer and because such losses could be wholly disproportionate to the Contract price and so that the Seller may keep the Contract price low as is reasonably possible it is agreed that the Sellers liabilities shall be limited in accordance with the provisions of these Conditions of Sale and the Buyers should make its own arrangements for insuring against any excess loss.
14.7 These Conditions and the Contract shall be governed by and construed in accordance with the law of England and any dispute arising between the parties shall be submitted to the jurisdiction of the English Courts to the jurisdiction of which Courts the Buyer hereby agrees to submit and which Courts shall have the exclusive jurisdiction in respect thereof without prejudice however to the Seller's right to bring proceedings in any Court having jurisdiction over the Buyer.

15. Suitability for Purpose and Health & Safety
ALL GOODS SHOULD BE FULLY CHECKED AND TESTED ON RECEIPT AND THE BUYER SHOULD ENSURE BY SUCH TESTING AND BEFORE USING ANY QUANTITY OF THE GOODS THAT THEY ARE SATISFACTORY, SUITABLE FOR PURPOSE AND PARTICULAR REQUIRMENTS .
HEALTH REGULATIONS WHICH APPLY TO CERAMIC MATERIALS ARE IN FORCE IN MANY COUNTRIES WHILE EVERY EFFECT IS MADETO PRODUCE TRANSFERS OF THE HIGHEST QUALITY, THE GLAZE IN CERAMICS OR GLASS AND THE FIRING CONDITIONS WILL AFFECT THE LEVELS OF HEAVY METAL WHICH MAY BE RELEASED IN CONTACT WITH FOOD . IF REGULATIONS EXIST IN THE MARKETS FOR WHICH THE DECORATED WARE IS INTENDED ,CAREFUL TESTING OF EACH BATCH OF TRANSFERS SHOULD BE UNDERTAKEN.

16. Data Protection Act 1998
We reserve the right to pass on information regarding your account with this company to our Bank and Financiers for the purpose of providing their services to this Company . These services include obtaining credit insurance, credit reference searches, credit control assessment and analysis. The identity of our Bank and any credit reference agencies used by our Bank will be made available on request.

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