Terms & Conditions
You can view our terms and conditions below or view printable copies here:
ACCOUNT OPENING FORM (pdf)
CONDITIONS OF PURCHASE (pdf)
ACCOUNT OPENING FORM
IMPORTANT
THESE CONDITIONS CONTAIN PROVISIONS WHICH DEFINE THE CONTRACTUAL OBLIGATIONS OF THE COMPANY AS TO PRICE AND PERFORMANCE (SEE IN PARTICULAR CONDITIONS 3 AND 10) AND WHICH LIMIT THE AUTHORITY OF EMPLOYEES OR AGENTS OF THE COMPANY TO MAKE STATEMENTS AND REPRESENTATION (SEE CONDITION 11). BY YOUR ACCEPTANCE OF THIS QUOTATION YOU ACCEPT THESE CONDITIONS AND SUCH DEFINED CONTRACTUAL OBLIGATIONS.
DEFINITIONS
In these Conditions "the Company" means Newnorth Print Limited; "work" means work to be carried out on the Goods or produced at the Customer's request; "Customer" means the person who has requested that work be carried out or produced; "goods" means the materials to be sold by the Company to the Customer upon which work has been undertaken.
GENERAL
(a) These Conditions shall apply to all work for the Customer and no variation or abrogation of any kind whatsoever of the same shall be effective unless it is evidenced in writing signed on behalf of the Company and such evidence contains a specific reference to these Conditions being varied or abrogated. (b) The giving by the Customer of any delivery instructions for work or any part thereof or the acceptance by the Customer of delivery of work of any part thereof or any conduct by the Customer in confirmation of the transaction set out on the face hereof shall constitute unqualified acceptance by the Customer of these Conditions and any order placed by the Customer for work shall, notwithstanding that it may be expressed to be subject to certain terms and conditions, be deemed to have been placed subject to these Conditions and any acceptance by the Company of such an order shall be on and subject to these Conditions. (c) All specifications, technical data and other information in the Company's catalogues, trade literature and other published matters are of a generally informative nature only and none of them form part of or are intended to form part of any contract or give rise to any independent or collateral liability of whatsoever nature on the part of the Company. (d) The placing of an order for work following a quotation given by the Company shall not be binding on the Company unless and until accepted by the Company in writing. (e) The Customer shall be responsible to the Company for ensuring the accuracy of the terms of any order (including any applicable specification) submitted by the Customer. (f) The quantity of goods and the quality and description of any work and any specification for the Work shall be set out in the Company's quotation (if accepted by the Customer) or the Customer's order (if accepted by the Company). (g) The Company reserves the right to make any change in the specification of the Work so long as it does not materially affect the quality of the Work. (h) Subject and without prejudice to sub-clause (b) hereof the Company's quotations are given on the basis that the terms quoted will remain open for the placing of orders (subject to acceptance by the Company as aforesaid) for 30 days from the date of the quotation, but the Company reserves the right to revise the price of the cost quoted without notice under Condition 3(d) if any such event as is therein mentioned occurs which would, if taken into account, result in an increase at the date of delivery of the Work in the price of the Work. (i) No contract to which these Conditions apply shall be a sale by sample unless the Company expressly agrees in writing.
PRICE
(a) Unless otherwise stated the price in respect of contracts for delivery within the United Kingdom excludes the cost of packaging and delivery to the Purchaser and shall only be payable in a freely convertible currency. (b) Should the date of delivery be advanced at the Customer's request any overtime or other additional costs will be charged extra as part of the price. (c) The Customer shall not be entitled to make any deduction from the price in respect of any set-off or counter claims whether arising out of this or any other contract and the provisions of Section 52(1)(a) Sale of Goods Act 1979 (Remedy for breach of Warranty) shall not apply, nor shall the Customer have any equitable rights of set-off. (d) The price quoted shall be adjustable and in the event of any increase howsoever arising in the cost to the Company of producing and supplying the Work the price quoted shall be adjusted to compensate the Company in respect of such increased costs. (e) The Company shall be entitled to bring an action for the price whether or not the property in the Work and Goods have passed. (f) The Company shall be entitled to charge the amount of any purchase tax, value added tax or other tax levied on work supplied whether or not included on the quotation or invoice. (g) Work carried out in addition to that specified for, or contemplated by, the quotation, whether experimentally or otherwise, at the Customer's request will be added to, and will form part of, the price and will be charged and paid for at the Company's then current rates. (h) Customer's corrections, including alterations in style, and the cost of additional proofs necessitated by such corrections will be added to, and will form part of, the price and will be charged and paid for at the Company's then current rates. (i) Any additional translating, editing or programming required so as to utilise files supplied by the Customer will be charged and paid for at the Company's then current rates. (j) Any storage charges incurred by the Company in relation to the Goods shall be added to, and form part of, the price and be payable by the Customer.
DELIVERY
(a) Delivery of goods shall be made by the Company delivering them to the place of delivery agreed between the Company and the Customer including, at the request of the Customer, the premises of the Company such goods to be stored to the Customer's order. If no place of delivery is agreed, then delivery shall be to the Customer's principal place of business. (b) Any length of time indicated by the Company for delivery of goods shall be calculated from the date on which the Company receives instructions and all necessary information to enable it to proceed on an order previously accepted by it. The obligations of the Company as to any date for delivery of the Goods are defined by reference to the provisions of this Condition which shall be regarded as defining such primary obligations of the Company. Any length of time or any date named or accepted by the Company for delivery is not a condition, warranty or other term of the contract to which these Conditions apply and is an estimate only. Time for delivery is accordingly not, and shall not be made by the service of notice, of the essence of the contract to which these Conditions apply and delivery shall be accepted when tendered (provided it is tendered within usual business hours). (c) In the event of the carrying out of any work being hindered, impaired or ceasing for any reason whatsoever or if the Company has reason to believe that payment of the price for any work may be delayed beyond the time stipulated in Condition 5, then and in such case the Company may notify the Customer that it is unable to fulfil the contract to which these Conditions apply and shall be entitled (but such entitlement may not be exercised unreasonably) to cancel such contract. (d) A contract for the printing of periodical publications may be terminated by either party upon the expiry or written notice given as follows:-
| Nature of Publication | Length of Notice (given at any time) |
| Weekly | |
| Fortnightly | 13 weeks |
| Monthly | |
| Two Monthly | |
| Quarterly | 26 weeks |
In such circumstances the Company shall be entitled to payment in respect of work delivered up to, and including, the date of expiry of the written notice. (e) Notwithstanding any stipulated place of delivery, delivery of the Goods to a carrier for the purpose of, or in connection with, transmission to the Customer shall be deemed, for all purposes of the contract to which these conditions apply, to constitute delivery to the Customer and the Company's obligation in respect thereof satisfied. Section 32(2) and (3) Sale of Goods Act 1979 shall not apply. (f) As to quantity, quotations are conditional upon margins of 5 per cent for work in one colour only and 10 per cent for other work being allowed for overs or shortage, the same to be charged or deducted. (g) Unless otherwise stated in writing, the contract to which these Conditions applies is severable (save that for the purposes of Section 11(4) Sale of Goods Act 1979 when conditions to be treated as warranty alone it shall not be so treated) and the Company shall be entitled to make partial deliveries of goods or deliveries of goods by instalments and in such event the Company shall not be obliged to deliver the Goods rateably over the instalments. The obligations of the Company as to the quantity of goods to be delivered shall relate to the totality of the instalments delivered and not to any one instalment. (h) Without prejudice to all other provisions hereof no liability for non delivery, loss or damage to the Work occurring prior to delivery or for any claim that the Work is not in accordance with the Contract will attach to the Company unless claims to that effect are notified in writing by the Customer to the Company and in the case of claims for non delivery, loss or damage, if the Company's own vehicles have not been used to deliver the Work with a copy to the carrier: (i) within 7 days of delivery for loss, damage or non compliance with the Contract; or (ii) within 10 days of the date of the invoice for non delivery.
PAYMENT
(a) Payment by the Customer of the price shall become due upon delivery of the Goods or upon notification that the Work has been completed whichever is the earlier and shall be made within 30 days thereof. Any settlement discount stated on an invoice of the Company will be deemed to have been withdrawn if payment is not received by the Company within the stipulated discount period. (b) Time for payment of the price shall be of the essence of the contract to which these Conditions apply and, if the Customer shall fail to pay the price for the Goods when due in accordance with the provisions of this Condition, the Company shall be entitled to interest on the outstanding amount of the price at the rate of 2 per cent above the Base Rate of National Westminster Bank plc from time to time until the price is paid in full and in addition, but without prejudice to such right and all other rights and remedies. If the Customer shall fail to pay the price for the Goods when due in accordance with the provisions of this Condition, the Company may treat such contract to purchase the Goods as repudiated by the Customer. (c) Payment shall be made by the Customer on the due date without any set-off, reduction or deferment on account of any dispute or counterclaim whatsoever. (d) Without prejudice to any other rights and remedies (including any statutory or other implied rights of lien), the Company shall in respect of all unpaid debts due from the Customer have a specific lien (including a right of sale) over the Goods and a general lien on all other goods and property of the Customer in its possession (whether worked on or not) and shall be entitled on the expiration of 14 days notice to the Customer, to dispose of such work, goods or property as it thinks fit and to apply any proceeds towards such debts; the Company shall be under no duty of care towards the Customer in exercising its rights of disposal.
PAYMENT
(a) Until payment in full to the Company of all monies due from the Customer in respect of the Goods and all other goods supplied to the Customer under any other contract the Goods shall remain the property of the Company but the risk therein and all liabilities of third parties in respect thereof shall pass to the Customer on delivery or upon notification to the Customer that the Work has been completed, whichever is the earlier and Section 20(2) Sale of Goods Act 1979 shall not apply. (b) The Customer acknowledges it is in possession of the Goods solely in a fiduciary capacity as bailee for the Company and shall upon request promptly inform the Company of their location. (c) Notwithstanding that the Goods (or any of them) remain the property of the Company, the Customer may resell or use the Goods in the normal course of its business on condition that the Customer for so long as he is a debtor of the Company shall hold and pursue claims for the proceeds of their sale equal to the price of the Goods for and on behalf of the Company. The Customer shall fully pursue such claims and if necessary shall recover the sums due by legal process. The Customer shall, if so required by the Company, allow the Company to conduct in the Customer's name legal proceedings in respect of the sums on sale of the Goods. any sums recovered by the Company as a result of such proceedings (including the sums accepted by the Company in settlement thereof whether or not equal to any sums claimed) shall be applied to the reimbursement of the monies due to the Company from the Customer and then to the reasonable costs incurred by the Company in the course of such proceedings. Such monies shall not be mixed with other money or paid into any other overdrawn bank account, and shall at all material times be identified as the Company's money. Any balance remaining shall be paid to the Customer. The Company may at all time by notice revoke the power of sale and use. (d) The Company may while the owner of the Goods (and without prejudice to any other rights it may have under or by virtue of this contract) demand the immediate return of the Goods at any time and the Customer shall forthwith comply with such demand and bear the expenses for such return. The Company will not exercise such a right without giving three days' prior written notice unless the Customer fails to pay for the Work in whole or in part on the due date. (e) If the Customer fails forthwith to return the Work so demanded by the Company, the Company may enter onto the Customer's premises during normal business hours for the purpose of removing the Work (the cost of doing which shall be borne by the Customer) or may sell or otherwise deal with the Goods. (f) The Customer hereby grants a licence to the Company and its successors in title to the Work, their respective employees and agents to enter onto the Customer's premises for the purpose of removing the Goods and where the Goods are on premises other than the Customer's own the Customer shall use its best endeavours to procure such licence from the appropriate person. The Customer will give any assistance required by the Company to register the Customer's right of entry and will pay the reasonable costs and expenses incurred by the Company in effecting any such registration. (g) The Customer shall store the Goods (at no cost to the Company) separately from all other goods and marked in such a way that they are clearly identified as the property of the Company and shall not remove, obliterate or in any manner alter any label, mark or other means the Company may have of identifying the Goods prior to their sale or use. (h) Metal, film, glass and other materials used by the Company in the production of type, plates, discs, film-setting, negatives, positives and the like shall remain its exclusive property. (i) Type may be distributed and lithographic, or other work effaced immediately after the order is executed unless the Company agrees otherwise in writing and if it does so agree, rent may be charged by the Company at such rate as the Company shall decide. (j) The printer shall not be required to download any digital data from his equipment or supply the same to the customer on disk, tape or by any communication link unless written arrangements are made to the contrary. (k) Nothing in this clause shall give the Customer the right to return the Goods without the Company's consent. (l) The Customer shall not pledge or in any way charge by way of security for indebtedness any of the Goods which remain the property of the Company.
ILLEGAL MATTER
(a) The Company shall not be required to print any matter which in its opinion is or may be of any illegal or defamatory nature or which may give rise to any liability on its part. (b) The Customer shall keep the Company and all its employees and agents indemnified from and against all costs, claims, demands, expenses, fines, penalties and all liability whatsoever which may be against the Company, its employees or agents or which the Company, its employees or agents may sustain, pay or incur arising out of or in connection with any illegal or defamatory matter printed for the Customer or any infringement of copyright, patent or design. This indemnity is given to the Company for itself and for its employees and agents and as agents for such employees and agents.
CUSTOMER'S PROPERTY
(a) Unless otherwise agreed the Customer's property and all materials and property supplied by or on behalf of the Customer will be held, worked on, and carried at the Customer's risk. (b) The Customer shall indemnify the Company from and against all costs, claims, demands, expenses and all liability whatsoever which may be made against the Company or which the Company may sustain, pay or incur arising out of the use by the Company of such property or materials unless arising wholly or directly out of the negligence of the Company.
MATERIAL SUPPIED BY CUSTOMER
(a) The Company may reject any paper, plates or other materials supplied or specified by the Customer which appear to it to be unsuitable. Any additional cost incurred if materials are so rejected or are found to be unsuitable during production may be charged and if charged will form part of the price. (b) Quantities of materials supplied must be adequate to cover normal spoilage. (c) It is the responsibility of the Customer to retain a copy of any original materials provided by the Customer to the Company. (d) The Company shall not be liable for any accidental damage to media supplied by the Customer or for the accuracy of furnished input or final output. (e) The Company shall not be liable for any problems which may arise where instructions for work are submitted in digital format.
FAILURE TO SUPPLY OR SUPPLY OF WRONG OR DEFECTIVE WORK
(a) The Customer is relying on its own skill and judgement in relation to the Work supplied irrespective of any knowledge which the Company or its servants or agents may possess as to the purpose for which the Work is supplied. (b) The obligations of the Company to deliver the Goods and as to the quality and fitness of the Work are defined by reference to the provisions of this Condition which shall be regarded as defining such primary obligations of the Company. The obligations of the Company under the contract to which these Conditions apply are limited such that in the event of any failure to deliver the Goods or any defect in, failure of or unsuitability for any purpose of, the Work or any part thereof (whatever the degree of defect, failure or unsuitability) or in the event of any delivery by the Company of articles which are not the Work requested (whether the same be due to any act, omission, negligence or wilful default of the Company or its servants or agents, or to faulty design, workmanship or materials or to any other cause whatsoever) the Company shall only be obliged at its option either to refund the contract price (if already paid) or to remedy the Work and the Customer hereby waives, and all conditions, warranties or other terms, whether expressed or implied, statutory or otherwise, inconsistent with the provisions of this Condition, are hereby expressly excluded. (c) Notwithstanding and in addition to the foregoing, in the event that proofs of work are submitted to the Customer any errors which appear in the proofs and which are not clearly corrected by the Customer and returned to the Company in sufficient time for correction by the Company are the responsibility of the Customer.
AUTHORITY TO MAKE STATEMENTS AND REPRESENTATIONS
No employee or agent of the Company has any authority to make or give any statements, recommendations, information or advice (whether before or after the contract to which these Conditions apply is entered into) to the Customer or its servants or agents as to any matter relating to the Work or to the contract to which these Conditions apply.
INDEMNITY
The Customer shall keep the Company indemnified from and against all costs, claims, demands, expenses, fines, penalties and all liability whatsoever which may be made against the Company, its employees or agents or which the Company, its employees or agents may sustain, pay or incur arising out of or in connection with the production, sale or use of the Work provided that such indemnity will not cover claims for death or personal injury resulting from the Company's negligence within the meaning of that expression as defined in Section 1 of the Unfair Contract Terms Act 1977. This indemnity is given to the Company for itself and for its employees and agents and as agents for such employees and agents.
BREACH AND CUSTOMER'S INSOLVENCY
If the Customer shall default in or commit any breach of any of its obligations to the Company (whether or not such obligations are, or are expressed to be, conditions, warranties or other terms), or if any distress or execution shall be levied upon the Customer or if the Customer shall enter into any negotiations for arrangement or composition with its creditors or commit any act of bankruptcy or if any petition in bankruptcy shall be presented against it or, if the Customer is a corporate body, any resolution is proposed or petition presented to wind up the Customer or if a receiver of the Customer's assets or undertaking or any part thereof shall be appointed or if the Customer shall be deemed to be unable to pay its debts within the meaning of Section 123 of the Insolvency Act 1986 the Company shall be entitled to determine forthwith any contract then subsisting (whether or not these Conditions apply to such contract) without prejudice to any other claim or right the Company might make or exercise.
NOTICES
Any notice to be given by the Company shall be deemed to be given upon its being posted or sent by facsimile, telex or e-mail to the Customer's registered office or last known address or, in the case of an individual or firm, to its last known address.
ASSIGNMENT
The Company may assign the Contract or subcontract the whole or any part thereof to any person, firm or company at its absolute discretion. The Customer shall not assign or transfer any contract to which these Conditions apply or the benefit thereof to any other person whatsoever.
PROPER LAW
All contracts to which these Conditions apply shall be deemed to have been made in England and the Customer and the Company agree to submit to the exclusive jurisdiction of the English Courts. February 1998 superseding all prior Conditions of Sale.
CONDITIONS OF PURCHASE
1. INTERPRETATION
1.1 In these Conditions:
"Conditions" means the standard terms and conditions of purchase set out in this document and (unless the context otherwise requires) includes any special terms and conditions agreed in Writing between Newnorth Print Limited and the Seller
"Contract" means the contract for the sale and purchase of the Goods
"Delivery Address" means the address stated on the Order
"Goods" means the goods (including any instalment of the goods or any parts for them) described in the Order which Newnorth is to purchase in accordance with these Conditions
"Newnorth" means Newnorth Print Limited (registered number 1005393)
"Order" means Newnorth's purchase order to which these Conditions are annexed
"Price" means the price of the Goods as stated in the Order
"Seller" means the person or organisation described in the Order
"Specification" includes any plans, designs, drawings, samples, instructions, descriptions, data or other information relating to the Goods furnished by or adopted by Newnorth.
"Writing" includes 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 at the relevant time. 1.3 References to persons shall include bodies corporate, firms or unincorporated associations.
2. BASIS OF PURCHASE
2.1 The Order constitutes an offer by Newnorth to purchase the Goods subject to these Conditions and may be withdrawn at any time before the Seller's written acceptance has been received by Newnorth without any liability on Newnorth's behalf.
2.2 These Conditions shall apply to the Contract to the exclusion of all other terms and conditions, including any terms or conditions which the Seller may purport to apply under any sales offer, quotation or similar document.
2.3 Despatch or delivery of the Goods by the Seller to Newnorth shall be deemed conclusive evidence of the Seller's acceptance of these Conditions.
2.4 Any variation of these Conditions (including any special terms and conditions agreed between parties) shall be inapplicable unless agreed in Writing by a director of Newnorth.
3. SPECIFICATIONS
3.1 The quantity, quality and description of the Goods shall, subject as provided in these Conditions, be as specified in the Order and/or in any applicable Specification supplied by Newnorth to the Seller or agreed in Writing by Newnorth.
3.2 Any Specification supplied by Newnorth to the Seller, or specifically produced by the Seller for Newnorth, in connection with the Contract, together with the copyright, design rights or any other intellectual property rights in the Specification, shall be the exclusive property of Newnorth. The Seller shall not disclose to any third party or use any such Specification except to the extent that it is or becomes public knowledge through no fault of the Seller, or as required for the purpose of the Contract.
3.3 The Seller shall comply with all applicable regulations or other legal requirements concerning the manufacture, packaging, packing, and delivery of the Goods.
3.4 The Seller shall not unreasonably refuse any request by Newnorth to inspect and test the Goods during manufacture, processing or storage at the premises of the Seller or any third party prior to despatch, and the Seller shall provide Newnorth with all facilities reasonably required for inspection and testing.
3.5 If as a result of inspection or testing Newnorth is not satisfied that the Goods will comply in all respects with the Contract, and Newnorth so informs the Seller within 7 days of inspection or testing, the Seller shall take such steps as are necessary to ensure compliance.
3.6 The Goods shall be marked in accordance with Newnorth's instructions and any applicable regulations or requirements of the carrier, and properly packed and secured so as to reach their destination in an undamaged condition in the ordinary course.
4. PRICE
4.1 The Price of the Goods shall be binding upon the Seller.
4.2 The Price is exclusive of VAT or other sales tax which shall be payable by Newnorth at the rate ruling on the date of receipt of a VAT invoice.
4.3 The Price quoted shall be inclusive of all charges for packaging, packing, carriage, insurance and delivery of the Goods to the Delivery Address and any duties or levies other than VAT or other sales tax.
4.4 No increase in the Price may be made (whether on account of increased material, labour or transport costs, fluctuation in rates of exchange or otherwise) without the prior consent of Newnorth in Writing.
4.5 Newnorth shall be entitled to any discount for prompt payment, bulk purchase or volume or purchase customarily granted by the Seller, whether or not shown on its own terms and conditions of sale.
5. PAYMENT
5.1 The Seller shall be entitled to invoice Newnorth on or at any time after delivery of the Goods and each invoice shall quote the number of the Order.
5.2 Unless otherwise agreed in Writing Newnorth shall pay the Price of the Goods within 90 days after the end of the month of receipt by Newnorth of a proper invoice or, if later, after acceptance of the Goods by Newnorth.
5.3 Newnorth shall have the right to set off against the Price any sums due to Newnorth by the Seller under this Contract or otherwise.
6. INSTALMENTS
6.1 Where the Goods are contracted to be delivered by instalments, the Contract will be treated as a single contract and not severable and accordingly:
6.1.1 Newnorth shall have the right to treat any breach by the Seller of its obligations as regards one or more instalments as a repudiation entitling Newnorth itself to repudiate further performance and to recover damages for the breach;
6.1.2 the acceptance by Newnorth of any one or more instalments notwithstanding a breach of its obligations by the Seller shall not prejudice or restrict any of Newnorth's rights in respect of any other breach by the Seller.
7. PROPERTY AND RISK
7.1 Unless otherwise agreed in Writing by Newnorth, risk of damage or loss of the Goods shall pass to Newnorth upon delivery to Newnorth at the Delivery Address in accordance with the Contract.
7.2 The property in the Goods shall pass to Newnorth upon delivery, unless payment for the Goods is made prior to delivery, when it shall pass to Newnorth once payment has been made and the Goods have been appropriated to the Contract.
7.3 The property and the risk in any rejected Goods passes to the Seller immediately on written notice of rejection being served on the Seller.
7.4 The Seller warrants to Newnorth that there is no restriction on or impediment against such passing of the property to Newnorth.
8. DELIVERY AND PACKAGING
8.1 The Goods shall be delivered to the Delivery Address and must be delivered in the quantities and at the times and dates stated in the Order (and if no time is stated delivery must be during Newnorth's usual business hours).
8.2 Where the date of delivery of the Goods is to be specified after the placing of the Order, the Seller shall give Newnorth reasonable notice of the specified date.
8.3 Subject to Condition 8.7, time shall be of the essence of the Contract, but Newnorth reserves the right to adjust the date of delivery at any time.
8.4 Newnorth may by notice in Writing cancel the Contract if the Seller fails to deliver any or all of the Goods by the specified dates without any liability (in particular for payment on a partial performance or quantum meruit basis). The right of cancellation is without prejudice to any other remedy Newnorth may have and on exercising the right of cancellation Newnorth may, at its option in respect of Goods already delivered comprising an instalment of an Order:
8.4.1 choose to make payment in full or part; or
8.4.2 return such Goods at the Seller's expense or require the Seller to collect such goods at the Seller's expense without any liability to make any payment either in respect of such Goods or in respect of further instalments of the Order.
8.5 If Newnorth exercises its right of cancellation Newnorth may recover from the Seller any expenditure incurred by Newnorth (whether directly or indirectly) in obtaining goods in substitution for those which have not been delivered or accepted.
8.6 All Goods must be delivered to and off loaded, carriage and packing paid, at the Seller's risk to the Delivery Address. Any third party carrier shall be deemed to be agent of the Seller and not of Newnorth. Newnorth reserves the right to make alternative delivery arrangements and to claim an allowance equal to any carriage charge.
8.7 If for any reason Newnorth is unable to accept delivery when the Seller is ready willing and able to deliver, and the date for delivery has passed, at the written request of Newnorth the Seller shall store and keep safe the Goods until delivery is requested by Newnorth, Newnorth undertaking to pay the reasonable costs of the Seller for such storage and safekeeping.
8.8 The Seller warrants that the packing materials will be such that the Goods will resist pilferage, distortion, corrosion, leakage or contamination.
8.9 Newnorth shall not be obliged to return to the Seller any packaging or packing materials for the Goods, whether or not any Goods are accepted by Newnorth.
8.10 Newnorth shall be entitled to reject any Goods delivered which are not in accordance with the Contract, and shall not be deemed to have accepted any Goods until Newnorth has had a reasonable time to inspect them following delivery or, if later, within a reasonable time after any latent defect in the Goods has become apparent.
8.11 The Seller shall supply Newnorth in good time with any instructions or other information required to enable Newnorth to accept delivery of the Goods.
8.12 If the Goods are not delivered on the due date then, without prejudice to any other remedy, Newnorth shall be entitled to deduct from the Price or (if Newnorth has paid the Price) to claim from the Seller by way of liquidated damages for delay 1 per cent of the Price for every week's delay, up to a maximum of 10 per cent.
9. WARRANTIES AND REPRESENTATIONS
9.1 The Seller warrants to Newnorth that the Goods shall:
9.1.1 conform in every respect to the Specification and to any latest relevant British Standard Specification;
9.1.2 be of satisfactory quality;
9.1.3 be fit for any purpose where such purpose was expressly drawn to the attention of the Seller or was apparent by implication from the nature of the Goods;
9.1.4 be free from defect in tolerance, performance, safety, materials and workmanship; and
9.1.5 comply with all statutory requirements and regulations relating to the sale of the Goods.
9.2 The Seller warrants to Newnorth that the Goods will be as safe as persons generally are entitled to expect in all the circumstances and that therefore appropriate quality control and testing will have been carried out on the Goods.
9.3 The Seller warrants that the design, construction, quality, packaging and labelling of the Goods comply in all respects with the relevant requirements of any statute, statutory rule instrument or order.
9.4 Newnorth shall be entitled to rely on any representation made to Newnorth by or on behalf of the Seller concerning the Seller on any aspect of the Goods.
9.5 Except to the extent that they embody designs prepared by Newnorth the Seller warrants that neither the Goods nor the use thereof by Newnorth or its assignees will infringe any patent, trade mark, registered design or other proprietary right and the Seller undertakes to indemnify Newnorth against all actions, claims, demands, damages and costs arising from or by reason of any actual or alleged infringement of any such right.
10. INDEMNITIES IMPORTANT: THE SELLER IS ADVISED TO READ THIS CONDITION
10.1 The Seller shall fully and effectively indemnify Newnorth against all losses (including loss of profit and other consequential loss), costs, claims, demands, expenses (legal or otherwise) interest, damage or injury directly or indirectly suffered by Newnorth (or claims in respect thereof made against Newnorth by third parties and any costs and expenses arising in connection therewith) which result from failure to comply with or being in breach of any terms of the Contract or the Seller's performance of the Contract (whether negligent or otherwise) and in particular but without prejudice to the generality of the foregoing which result from late delivery, a defect in the Goods or their material, construction, workmanship or design (where design is the Seller's responsibility) and from the expense of obtaining replacement goods in respect of Goods which have been rejected or have not been delivered.
10.2 The Seller shall fully and effectively indemnify Newnorth against all losses (including loss of profit and other consequential loss), costs, claims, demands, expenses (legal or otherwise), interest, damage or injury which may (directly or indirectly) be suffered by Newnorth as a result of or in connection with:
10.2.1 any claims for infringement of any third party intellectual property rights by reason of the use or resale of the Goods including such costs, claims, demands, expenses and interest which Newnorth may incur in any action for such infringement or for which Newnorth may become liable in such action;
10.2.2 any royalties payable by the Seller or Newnorth;
10.2.3 the Goods being (whether in whole or in part and directly or indirectly) involved in a claim under the Consumer Protection Act 1987 except to the extent that the alleged defect in the product the subject of the claim was directly caused by an act or omission of Newnorth; and
10.2.4 any act or omission of any of the Seller's personnel or agents in connection with the supply and delivery of the Goods.
10.3 The Seller will at all times insure and keep itself insured with a reputable Insurance Company against all insurable liability under the Contract and in particular against all liabilities under this Condition 10. Newnorth has contracted with the Seller on the basis that the Seller will bear the cost of insuring against such liabilities.
11. ASSIGNMENT
11.1 The Contract or any part of it must not be assigned or sub-contracted by the Seller without Newnorth's prior written consent. In any legal proceedings between Newnorth and the Seller, the Seller shall not set the existence of a sub-contract as a defence to such proceedings and shall be responsible for the Seller's contractors in all respects.
12. SELLER'S BREACH
IMPORTANT: THE SELLER IS ADVISED TO READ THIS CONDITION
12.1 If the Seller has failed to comply with the terms of the Contract (whether as to the whole or part of the Goods comprising the Order) Newnorth shall be entitled (whether or not the Goods or any part of the Goods have been accepted by Newnorth) to any one or more of the following remedies at Newnorth's discretion:
12.1.1 to treat such breach by the Seller of its obligations as a repudiation entitling Newnorth itself to repudiate further performance and to recover damages for the breach and without any liability to the Seller (in particular for payment on a partial performance or quantum meruit basis);
12.1.2 to reject and return the Goods or require the Seller to collect them or any part thereof, any costs incurred to be paid by the Seller. Newnorth shall be entitled to be repaid in full for any Goods so returned;
12.1.3 to give the Seller the opportunity to replace or repair the Goods or reinstate them at the Seller's expense so that they comply with the terms of the Contract;
12.1.4 to refuse to accept any further deliveries or instalments of the Goods or any part thereof without any liability to the Seller;
12.1.5 to carry out at the Seller's expense such work as may be necessary to make the Goods or any part thereof comply with the Contract;
12.1.6 to claim such damage as Newnorth may have sustained in consequence of any breach of the Contract including loss of profit and the expenses of:
12.1.6.1 obtaining goods to replace those which have been rejected or have not been delivered; and
12.1.6.2 carrying out any further work on the Goods or any items of which the Goods comprise part or to which the Goods relate.
12.2 These rights shall be in addition to and without prejudice to any other rights Newnorth may have.
12.3 Neither the Seller nor Newnorth shall be liable to the other or be deemed to be in breach of the Contract by reason of any delay in performing, or any failure to perform, any of its obligations in relation to the Goods, if the delay or failure was beyond that party's reasonable control. Without prejudice to the generality of the foregoing, the following shall be regarded as causes beyond either party's reasonable control:
12.3.1 Act of God, explosion, flood, tempest, fire or accident;
12.3.2 war or threat of war, sabotage, insurrection, civil disturbance or requisition;
12.3.3 acts, restrictions, regulations, bye-laws, prohibitions or measures of any kind on the part of any governmental, parliamentary or local authority;
12.3.4 import or export regulations or embargoes;
12.3.5 strikes, lock-outs or other industrial actions or trade disputes (whether involving employees or either the Seller or Newnorth or of a third party);
12.3.6 difficulties in obtaining raw materials, labour, fuel, parts or machinery;
12.3.7 power failure or breakdown in machinery.
13. TERMINATION ON NOTICE
13.1 In addition to any rights Newnorth may have under these Conditions or at law Newnorth shall be entitled to terminate the Order in respect of all or part only of the Goods by notice to the Seller without liability and to refuse to accept any Goods not delivered and accepted at the date of such notice PROVIDED THAT Newnorth shall pay to the Seller the contract price of Goods delivered and accepted by Newnorth and not already paid for.
14. INSOLVENCY AND CHANGE IN CONTROL
14.1 Newnorth shall have the right to exercise any of the rights set out in Condition
14.2 forthwith by notice in writing to the Seller if any of the following events occurs to the Seller:
14.1.1 if there is a change in control of the Seller (within the meaning of Section 840 Income and Corporation Taxes Act 1988);
14.1.2 if the Seller (being an individual or firm) has a bankruptcy petition presented against him, or a bankruptcy order is made, the Seller (being an individual, firm or a company) makes any voluntary arrangement with its creditors or becomes subject to an administrative order or (being a company) goes into liquidation (otherwise for the purposes of amalgamation or reconstruction);
14.1.3 if an encumbrancer takes possession, or a receiver is appointed, of any of the Seller's assets or property;
14.1.4 if the Seller ceases or threatens to cease, to carry on business;
14.1.5 if the Seller suffers distress or execution against its property;
14.1.6 if the Seller carries out or suffers any analogous act or event under any other jurisdiction;
14.1.7 if Newnorth reasonably apprehends that any of the events mentioned above is about to occur in relation to the Seller and notifies the Seller accordingly.
14.2 Newnorth shall have the right without liability:
14.2.1 to terminate the Order forthwith by notice to the Seller, or to the trustee in bankruptcy, administrator or administrative receiver or liquidator or to any person in whom the Contract may become vested;
14.2.2 to give the Seller, trustee in bankruptcy, administrator or administrative receiver or liquidator or other person in whom the Contract may become vested the option of carrying out the Contract subject to its or his providing a guarantee for the due and faithful performance of the Contract.
15. CONFIDENTIAL ITEMS
15.1 The Seller shall not disclose any samples, design work, photographs, negatives, information, details, specifications, dies, moulds, formulations of compounds, patterns, software and any other items or matters relating to the Goods (Confidential Items) to any other person except such of its employees and sub-contractors and suppliers as may be necessary for the performance of its obligations under the Order and the Seller shall ensure that any person to whom Confidential Items are disclosed undertakes to hold them as confidential.
16. GUARANTEE
16.1 Without prejudice to any other right of Newnorth whether express or implied or any other guarantee given by the Seller to Newnorth or which Newnorth has the benefit of, the Seller shall without delay repair or replace (at its own expense) any Goods which are or become defective within 12 months from delivery (or such longer period as may be reasonable) where such defect arises under proper use from faulty design materials or workmanship or the Seller's incorrect instructions as to use or any other breach of any guarantee, warranty express or implied. Such guarantee shall then apply to the repaired or replaced items for a further period of 12 months from the date of repair or replacement.
16.2 Any breach by the Seller of its obligations under Condition
16.1 shall entitle Newnorth after serving written notice of intent to proceed to remedy the defect at the Seller's risk and expense without prejudice to Newnorth's other rights.
17. GENERAL
17.1 Any notice to be given under these Conditions shall either be delivered personally or sent by first class or air mail if the Seller is based outside the United Kingdom or facsimile transmission. The address for service of each party shall be any address for srevice previously notified to the other party. A notice shall be deemed to have been served as follows:
17.1.1 if personally delivered, at the time of delivery;
17.1.2 if posted, at the expiration of 3 days, or 7 days in the case of air mail, after the envelope containing the same was delivered into the custody of the postal authorities; and
17.1.3 if sent by facsimile transmission, at the time of transmission.
17.2 In proving such service it shall be sufficient to prove that personal delivery was made, or that the envelope containing such notice was properly addressed and delivered into the custody of the postal authority or that the facsimile was transmitted on a tested line as the case may be.
17.3 All notices shall be in writing.
17.4 No waiver by Newnorth of any breach of the Contract by the Seller shall be considered as a waiver of any subsequent breach of the same or any other provision.
17.5 If any provision of these Conditions is held by any competent authority to be invalid or unenforcable in whole or in part the validity of the other provisions of these Conditions and the remainder of the provisions in question shall not be affected thereby.
17.6 The Contract shall be governed by and construed in accordance with the laws of England and the authentic text shall be English.
