SUPREME CREATIONS LIMITED
STANDARD TERMS OF SALE
All orders are only accepted by Supreme Creations Limited subject to these terms which form part of the contract of sale. Unless otherwise agreed in writing signed on behalf of Supreme Creations Ltd these terms override any other terms.
A binding contract comes into place on receipt of a copy of this order form by Supreme Creations Ltd signed and returned by the buyer which may be by Fax. The order form and these standard terms of sale constitute the whole agreement between the parties and replace any earlier contracts or agreements. The order includes completion of design of printing and artwork for the goods within the specification in the order form but which may not be finished at the time the order is signed.
1. SPECIFICATION OF GOODS
Save as specified in writing in the order form materials and manufacture of the goods are at the discretion of the seller.
The suitability of the goods for any particular purpose is at the buyer’s risk unless specifically stated in the order form. No specific print or colour fastness is agreed unless specified in the order form.
The seller agrees to deliver goods of satisfactory quality for the purposes of section 14 of the Sale of Goods Act 1979 in accordance with any description stated in the order form and any sample identified in the order form save for minor defects. Such minor defects do not justify rejection of the goods.
All orders must be paid for in full before delivery on receipt of the seller’s invoice (‘pro-forma invoice’) unless otherwise agreed in writing in the order form. V.A.T. where applicable, is payable at the rate current at the date of the invoice on goods and services supplied by Supreme Creations Ltd whether or not included in the order from.
If a credit account has been approved in writing by Supreme Creations Ltd, payment for goods must be made within 30 days from the date of the invoice or delivery of the goods, whichever is sooner.
Where payment has not been received for any goods that have been delivered and invoiced the buyer must pay interest on the sum outstanding from the due date for payment at a monthly interest rate 8.0% above Bank base interest rates per annum, simple interest, plus as additional administrative charge/collection costs of £40.00 for debts up to £999.99 and £70 for debts of £1000-£9999 and £100 for debts above £10,000.
Where a delivery date is stated in the order form this is intended only as a guide. Time for delivery is not a term of the contract unless the time for delivery is expressly stated in the order to be essential.
Supreme Creations Ltd does not accept liability for any consequential loss arising from non-delivery or delays in delivery of the goods.
Supreme Creations Ltd shall be deemed to have fulfilled its contract by delivery of the quantity ordered with a tolerance of plus or minus 10%. The Buyer must pay at the contract rate (pro rata) for the actual quantities delivered. Supreme Creations Ltd reserves the right to deliver the goods in instalments.
The method of carriage is at the discretion of Supreme Creations Ltd. Special instructions relating to transportation, pallet specification, timed deliveries or labelling not agreed in writing in the order form must be agreed in writing between the parties and will incur extra costs to be paid by the buyer. Buyers should organize their own express service to collect orders if required.
Buyers and their agents are responsible for giving the correct contact details and complete delivery address at time of order.
The delivery address must be on the ground floor, be manned during our standard delivery hours of 09.00-17.00 hrs Monday to Friday for unloading/receiving goods and have no access or parking restrictions. If a Saturday delivery is required any extra cost must be borne by the buyer.
Neither invoices, packing lists nor copies of delivery notes are given to buyers on delivery.
Any complaint about goods delivered including claims to reject the goods must be in writing and received by the seller within 14 days from the date of delivery. Liability is excluded for complaints received after this period. In the event of a claim against Supreme Creations Ltd in respect of defective goods the Company’s liability shall in any event be limited to the cost of any goods actually defective. All liability for any consequential loss for whatever cause is excluded save as prohibited by law.
5. TITLE TO GOODS
Until such time as the goods have been fully paid for, title to the goods remains with Supreme Creations Ltd, who may, without prejudice to any other legal remedy, repossess any unpaid for goods. Supreme Creations Ltd reserves the right, without prior notice to the customer, to resell goods which have not been paid for in full on the due date for payment.
If the buyer defaults in payment in full or in part for the goods Supreme Creations Ltd and their agents are irrevocably authorised by the buyer to enter the premises of the buyer without notice for the purpose of collecting and removing any of these goods at the buyer’s expense.
From the time of delivery the goods are at the buyer’s risk. It is for the buyer to arrange adequate insurance cover for this risk until the full title passes to the buyer.
Where camera ready artwork is not supplied, then it is wholly the customers' responsibility to ensure that the artwork is satisfactory before any goods are printed. Supreme Creations Ltd will give professional help in advising the customer as to the suitability of the artwork, but accept no responsibility whatsoever in the appearance of the design once it has been printed onto fabric.
Digital reproduction/artwork provided is for presentation purposes only and to check for placement, layout, design, type, spelling and approximate colour. Printed pieces will vary from this digital reproduction as far as colour, texture and achievement of detail, which are dependent upon the fabric/substrate to be printed.
In the case of printed goods the Company will not accept liability or responsibility for any errors in proofs which have been passed by the Buyer.
No responsibility is accepted for designs submitted as JPEG/PDF computer files. No responsibility is accepted for design colour descriptions other than by pantone colour reference, or sample referred to in the order form or otherwise agreed in writing.
The recommended graphic applications are Adobe Photoshop CS3 and Adobe Illustrator CS3. Files accepted for a good quality print are: tiff, eps, ai, psd.
We prefer not to print JPEG (.jpg) files because they are often of very poor quality. Please be aware that if you wish us to proceed with artwork given in JPEG/PDF format, the artwork may have to be altered or amended to try and improve print quality. The artwork will have to be manually manipulated and is prone to human errors such as misspelling, wrong artwork alignment, layout changes and font changes. It is the customer’s responsibility to examine the final artwork approval given in great detail to see what has been altered from the customer’s original artwork.
Colour matching is more an art than it is an exact science. We recommend customers to confirm the pantone colour references on the order form or at least send a hard copy sample.
Remember your hazel might not be ours, and what you think of as azure, we might be describing as turquoise. Please be aware that if you wish us to proceed without specifying a pantone colour reference for us to match, we retain the right to use our own discretion.
These are charged as a separate item and are liable for payment in full whether the customer proceeds with the order or not.
8. PRINT COLOUR VARIATION
Whilst every effort will be made to maintain consistent standards, allowance must be made for some variation in shade from panel to panel during a production run, as no two items react in identical fashion when printed.
9. SUPREME CREATIONS LTD WEBSITE
The description of goods in Supreme Creations Ltd website form part of the contract only if the goods are described in the order form by reference to the website or its product codes. Where goods are ordered by reference to Supreme Creations Ltd website this refers to the website as at the date the order is signed by the buyer. The website may change from time to time. Although Supreme Creations Ltd will endeavour to reproduce the appearance including the colours shown on the website the goods may differ in colour or appearance.
10. MANUFACTURING TOLERANCES
Variations in size of goods permitted by plus or minus 5%. All orders are subject to customary manufacturing tolerances as to width, length, thickness, print registration and colour variations.
The whole terms of this contract are set out in writing in the order form and these standard terms of trade. No other oral or written terms or representations are included, and no liability is accepted for any such terms or representations save that design details for the goods agreed in writing between the parties become part of this agreement.
12. CUSTOMERS' PROPERTY
All property supplied to Supreme Creations Ltd by or on behalf of the buyer will be held at buyers' risk. Every care will be taken to secure the best results where materials or equipment are supplied by buyers, but responsibility will not be accepted for imperfect work caused by defects in, or unsuitability of such materials and equipment.
13. INTELLECTUAL PROPERTY
All issues as to intellectual property rights in connection with this contract are the responsibility of the buyer. The buyer agrees to indemnify Supreme Creations Ltd in respect of any liability for infringement of third party intellectual property rights including all legal costs.
If the buyer ceases to pay his debts in the ordinary course of business or cannot pay his debts as they become due or, being a company, is deemed to be unable to pay its debts or has a winding-up petition issued against him Supreme Creations Ltd without prejudice to other remedies shall: 1) have the right not to proceed further with the contract or any other work for the buyer and be entitled to charge for work already carried out (whether completed or not) and materials purchased for the buyer, such charge to be an immediate debt due to Supreme Creations Ltd, and, 2) in respect of all the unpaid debts due from the buyer have a general lien on all goods and property of the buyer in the possession of Supreme Creations Ltd (whether worked on or not) and shall be entitled on the expiration of 14 days notice in writing to the buyer or his successors in title to dispose of such goods or property as Supreme Creations Ltd thinks fit and to apply the proceeds towards such debts, and account to the buyer for any balance.
This contract is deemed to be made in England. The construction, validity and performance of this contract shall be governed by the law of England and Wales. Any legal proceedings in relation to this contract shall be pursued in the courts of England and Wales.
16. NOTICES AND SERVICE OF DOCUMENTS
All notices and any court proceedings may be validly served on the relevant party by delivering a copy in a sealed envelope addressed to the party at that parties address given on the order form and/or at any other business premises at which the party is trading at the date of service. Such service is deemed effective on the next business day after service save that service by Royal Mail is deemed effective on the second business day after posting by First Class post.
These standard terms of sale apply to all orders signed by buyers from 28 July 2009.