Terms and conditions

Eagle Printers terms and conditions

Terms & Conditions


1. General
(a) In these conditions EAGLE PRESS LIMITED trading as EAGLE PRINTERS is called “the
Company” and any individual, firm, company or other party with whom the Company
contracts is called “the Customer”. “The Goods” means the goods, articles and all services
which shall be the subject of the Contract between the Company and the Customer.
“The Price” means the price or prices for the goods specified in the Company’s quotation
acknowledgement of order form or other communication (subject to the provisions of
clause 2(a) hereof).
(b) Any contract for the sale of goods howsoever made between the Company and the
Customer (“the Contract”) shall incorporate and be subject to these Conditions. The
only terms of the Contract shall be those contained expressly or by reference in the
Company’s acknowledgement of order form and any representation or warranty written
or oral made or given prior to the Contract is hereby expressly excluded. In the event of
the Customer seeking to incorporate special conditions into the Contract such special
conditions shall not apply unless they are accepted and agreed by an authorised officer
of the Company in writing.
(c) Any quotation given by the Company is an invitation to the Customer to make an offer
only and no order of the Customer placed with the Company in pursuance of a quotation
or otherwise shall be binding unless and until it is accepted in writing on the Company’s
order acknowledgement form.
(d) Any waiver or breach of these Conditions shall not prejudice the Company’s rights in
respect of any subsequent breach.
(e) No employee, agent or contractor of the Company has power to vary any of these
Conditions. Variations (if any) must be in writing and signed for and on behalf of the
Customer and the Company by a director or authorised officer.
2. Price
(a) The Price is subject to revision in the event of any increase in labour, raw materials, and
overheads incurred by the Company over and above those taken into account in the
quotation up to the date of despatch of the goods to the Customer.
(b) Subject as stated in sub-clause (a) above the Price is that stated on the Company’s
acknowledgement of order form and is exclusive of VAT.
3. Payment
(a) Payment for Goods delivered whether comprising the whole or part of an order shall be
made by the Customer to the Company unless otherwise agreed within 30 days from the
date of the invoice. Time is of the essence of payment.
(b) If payment has not been made in full within the said period of 30 days the Company
reserves the right to charge interest (both before and after any judgement) on the
amounts then outstanding (including interest payable under this provision) at the rate of
5% per annum above the base rate of National Westminster Bank Plc, chargeable at the
end of each calender month until payment in full is made.
(c) If the Customer fails to make any payment on the date due then, without prejudice to any
other right or remedy available to the Company, the Company shall be entitled to:-
(i) cancel the Contract or suspend any further deliveries to the Customer.
(ii) appropriate any payment made by the Customer to such of the goods (or the Goods
supplied under any other Contract between the Customer and the Company) as
the Company may think fit (notwithstanding any purported appropriation by the
4. Delivery
(a) The Company will use it’s best endeavours to comply with any date or dates for despatch
or delivery of the Goods as stated in the Contract but unless the Contract otherwise
expressly provides such date or dates shall constitute only statements of expectation and
shall not be binding. The Customer shall accordingly accept delivery of the Goods when
tendered. Time of delivery shall not be the essence of the Contract.
(b) If notwithstanding that the Company has used it’s best endeavours the Company fails
to despatch or deliver the Goods or to complete the work by such date or dates, such
failure shall not constitute a breach of Contract and the Purchaser shall not be entitled
to treat the Contract thereby repudiated or to rescind the Contract in whole or in part
or claim compensation for such failure or for any consequential loss or damage resulting
(c) If the Customer fails to accept delivery of the Goods (or any instalment thereof) the
Company shall be entitled to invoice the Customer in respect of undelivered Goods and
payment shall thereupon immediately become due and storage costs shall be charged to
the Customer’s account, all Goods being held at the Customer’s risk.
(d) A shortage or surplus of Goods delivered against any order from the Customer of up to
5% charged pro rata shall constitute due execution of the Contract.
(e) The obtaining of any export licence or other authority required for delivery shall be the
responsibility of the Customer.
(f) If the Company is instructed by the Customer to send the Goods by any means other
than the Company’s usual mode of delivery, any additional cost will be charged to the
Customer’s account.
5. Risk
Risk in the Goods shall pass to the Customer when the Goods arrive at the Customer’s
premises (unless otherwise agreed).
6. Passing of Property
(a) The ownership of the Goods shall remain in the Company until payment in full in cash or
cleared funds has been made to the Company for them.
(b) The ownership of the Goods shall remain with the Company until payment for all Goods
whatsoever and whensoever supplied under this and all other Contracts between the
parties has been received by the Company in accordance with the terms of each such
Contract until such time as the Customer sells any such Goods to it’s customers by the
way of a bona fide sale in the ordinary course of business at full market value.
(c) If such payment is overdue in whole or part the Company may (without prejudice to any
of it’s other rights) recover or resell the whole or part of the Goods supplied under the
Contract and may enter upon Customer’s premises by it’s servants or agents for the
purpose of recovering the Goods. The Company shall however account to the Customer
for any sum in excess of that required to discharge the total liability of the Customer to
the Company under the Contract less all costs and fees incidental to and resulting from
the exercise of the powers contained in this clause.
(d) The rights and remedies conferred upon the Company by this clause are in addition to
and shall not in any way prejudice, limit or restrict any other rights or remedies of the
Company under the Contract.
(e) Until such time as the property in the Goods passes to the Customer, the Customer
shall hold the Goods as the Company’s fiduciary agent and bailee, and shall keep the
Goods separate from those of the Customer and of the third parties and properly
stored, protected and insured and identified as the Company’s property. Until that time
the Customer shall be entitled to resell or use the Goods in the ordinary course of it’s
business, but shall account to the Company for the proceeds of sale or otherwise of the
Goods, whether tangible or intangible, including insurance proceeds, and shall keep all
such proceeds separate from any monies or property of the Customer and third parties.
If the Company so requires the Customer shall assign to the Company any claim which
the Customer has payment for Goods supplied by the Customer to any sub-purchaser.
(f) The Customer shall not be entitled to pledge or in any way charge by way of security for
any indebtedness for any of the Goods which remain the property of the Company.
7. Complaints and Claims
(a) No claim for damage in transit, non-delivery or loss of Goods will be entertained unless
written notice is given by the Customer (i) to the carrier concerned within the limit
specified by the carrier, and (ii) to the Company in case of damage in transit within 3
days of receipt of Goods and in case of non-delivery within 14 days of the date of the
invoice. Where Goods are accepted from the carrier without being checked the delivery
book of the carrier must be signed by Customer ‘not examined’.
(b) Complaints in respect of defective Goods must be lodged within 14 days of receipt
of Goods. Where Goods are shown to the Company’s satisfaction to be defective
for whatever reason (including negligence) the Company’s liability shall be limited to
rectifying the defect or at it’s option replacing the Goods or repaying amounts received
(c) The return of the Goods will not be accepted by the Company unless the Company or
it’s representative shall first have had the opportunity of examining the Goods and have
agreed to their return.
8. Intellectual Property
(a) The Property and copyright in all documents, drawings, plans, sketches, negatives,
positives, moulds, plates, cylinders and the like whether submitted to the Customer
or not will remain with the Company unless produced on the specific instructions or
request of the Customer, in which case they will be treated as an order and charged to
the Customer’s account.
The Customer shall keep the Company indemnified against any claims, loss, demand or
expenses suffered by the Company as a result of work done at the Customer’s request and
which involves or may involve the infringement of any third party’s intellectual property
9. Proofs and Alterations
(a) Proofs of all work under the Contract may be submitted for the Customer’s approval
and in that case no responsibility will be accepted by the Company for any errors not
corrected by the Customer.
(b) Alterations requested by the Customer from the original copy after proofs have been
prepared will be the subject of additional charges to be borne by the Customer.
10. Standing Matter
Type may be distributed and lithographic, photogravure or other work relating to the Contract
shall be effaced immediately after the Contract is completed unless written arrangements are
made to the contrary. In the event of the latter storage charges may be made in respect thereof
to be paid by the Customer.
11. Warranties and Liability
(a) The Customer shall be solely responsible for any matter which the Company prints on or
applies to Goods on the instructions of the Customer and the Customer shall indemnify
the Company against any claims, costs and proceedings arising therefrom.
(b) The Customer’s property and all property supplied by or on behalf of the Customer will
be held, worked on and transported by the Company at the Customer’s risk.
(c) Without prejudice to the Company’s rights to be indemnified under sub-clause (a) above
the Company shall not be required to print any matter which in it’s opinion is or may be
of an illegal or libellous nature.
(d) In no circumstances shall the Company be liable for loss or damage (including indirect
and consequential loss or damage) howsoever arising other than to rectify or replace
Goods shown to it’s satisfaction to be defective or at it’s option to repay amounts
received there for.
(e) Without prejudice to the foregoing the Company shall in no circumstances be liable for
any loss, damage, costs or expenses which exceed in the aggregate the sale price of the
(f) Nothing in the Contract shall limit any adjudged liability of the Company for loss arising
out of death or personal injury of the Customer or any of it’s employees, agents or
contractors as a result of the Company’s work under the Contract.
(g) Subject only to the provisions of these conditions no statement, undertaking, warranty
or condition expressed or implied by law, trade, custom or otherwise shall apply to the
12. Force Majeure
(a) While the Company will use it’s best endeavours to perform it’s obligation under the
Contract the Company shall not be liable for any failure to perform any such obligations
arising directly or indirectly out of circumstances beyond the Company’s control, including
but not limited to default of any sub-contractor, war, strikes, trade disputes, accidents to
plant or machinery, shortage of materials, of labour or government restrictions.
(b) Should the Contract become impossible to perform or be otherwise frustrated the
Company shall be entitled to cancel the Contract without liability for the loss or damage
and without prejudice to rights accrued in respect of deliveries already made and on
such cancellation the Customer shall pay to the Company all costs which the Company
and/or it’s sub-contractors have incurred or become liable for directly or indirectly in
connection with it’s Contract provided that the Company will take all reasonable steps to
migrate any loss.
13. Lien
Without prejudice to any other remains the Company may have, the Company shall in respect
of all debts due and payable by the Customer to the Company have a general lien on all goods
and property belonging to the Customer in it’s possession and shall be entitled, upon the
expiration of 14 days’ notice to the Customer to dispose of such goods or property as it thinks
fit and apply any proceeds of sale thereof towards the payment of such debts.
14. Insolvency and Breach of Contract
In the event that
(a) the Customer shall commit any breach of Contract and shall fail to remedy such (if
capable of remedy) within a period of 30 days from receipt of notice in writing from the
Company requesting such remedy, or
(b) any distress or execution is levied upon any of the goods or property of the Customer,
(c) the Customer offers to make any arrangement with or for the benefit of it’s creditors or
commits any act of bankruptcy or being a limited company has a Receiver, Administrative
Receiver or Administrator appointed over the whole or any part of it’s undertaking
property or assets, or
(d) an Order is made or a resolution is passed for the winding up of the Customer (save
for the purpose of reconstruction or amalgamation without insolvency and previously
approved in writing by the Company)
then and in any such case the Company shall be entitled without prejudice to it’s other rights
hereunder forthwith to terminate the Contract by written notice to the Customer.
15. Severance
If at any time any one or more of the provisions of these Conditions becomes invalid, illegal or
unenforcable in any respect the validity and enforceability of the remaining provisions hereof
shall not in any way be affected or impaired thereby.
16. Notices
Notices may be given by either party to the other by sending them to the registered office or
last known address of the addressee. Any such notice will be valid if sent by telex, facsimile
or post and will be deemed to have been received in the ordinary course of transmission or
17. Governing Law
This Contract shall be governed by and constructed in accordance with English Law and the
parties hereby submit to the exclusive jurisdiction of the English Courts.