Terms & Condtions
Definitions: “Us”, “Our” and “We” refers to the vendor partnership J.P and P.M Moffat t/a Perch UK, and any other partners or directors should the structure or trading name of Perch UK be changed at any time.
“You” and “your” is the customer, being a company and its Directors, a partnership or sole trader, or other entity accepting our offer, which shall be subject to these conditions of sale.
- Your acceptance of our offer includes the acceptance of these conditions of sale which can only be varied expressly and by mutual agreement in writing, signed by a Partner or Commercial Manager. Any waiver or waivers by us, of any one or more of these conditions, does not constitute a permanent waiver of any condition so waived, nor a general waiver of these conditions as a whole. If your order incorporates conditions which conflict with these conditions, those of your conditions which do conflict shall not take effect unless we expressly agree to them in writing signed by a Partner or Commercial Manager.
- Our acceptance of an order is subject to supplies of raw materials being obtainable and to costs of labour and materials ruling at the time of delivery.
- Where provision is made for call off against a quantity commitment, this shall at all times be subject to provisions of condition (2) above.
- No order which has been accepted by us may be cancelled by you except with our agreement in writing and on terms that you shall indemnify us in full against all loss, i.e.: cost of labour, materials, origination, loss of profit, plus any damages, charges and expenses incurred as a result of cancellation. We reserve the right to recover the cost of any bespoke materials bought on your behalf in the event of cessation of trading between us, any artwork or origination remains the property of us unless purchased by you in full.
- Delivery to be made in one lot, unless otherwise agreed on returnable pallets.
- Prices offered are based on the quantities quoted for delivery as stated and adjustment will be made to cover any variation in delivery requirements.
- We endeavour to fulfil the order quantity exactly - but we reserve the right to deliver and invoice to a tolerance of ± 10 %, unless specific written notification has been received by us.
- Delivered dates are estimated only and no liability can be accepted for delays or consequential loss arising there from, whether direct or from a third party.
- Execution of orders is subject to hostilities, riots, strikes, lock-outs, fire, act of God and other contingencies beyond our control, including inability to procure materials except at enhanced prices due to any of the foregoing clauses.
- Credit Terms: 30 days nett cash from date of invoice, subject to status. We reserve the right to check the necessary credit worthiness of a company and/or its directors, partners or proprietors(s) before opening a credit account. Accounts which have lain dormant for 12 months or more shall be closed. We will be entitled to charge interest at the rate of 2% above HSBC Bank base rate per calendar month on overdue accounts. The trading terms and credit limit may be reviewed from time to time, based on credit risk and level of business. If you place orders in excess of the credit limit applied for, we may increase the credit limit without advising you of this, but will still hold you to be liable for the total value of the outstanding amount, as if you had applied for an increased value of credit account to this amount.
- Value Added Tax at appropriate rate to be added to invoice value.
- i) The risk in the goods shall pass to you upon collection or delivery to the place agreed.
- ii) The property and title in the goods shall not pass to you until all amounts due from you to us in respect of these or any other goods collected or delivered has been paid in full. You shall possess the goods as our Bailee. During that time you shall be entitled to sell the goods in the ordinary course of your business. However, you shall hold the proceeds of sale or of any insurance claim following loss of the goods on trust for us.
iii) If you fail to make any payment to us when due or become insolvent, bankrupt or go into liquidation or make any arrangement with your creditors or have an administrative receiver appointed over any of your property or undertaking then the power of sale given to you under Clause ii) above shall automatically cease, and we, our servants or agents, shall be thereupon entitled to enter with all necessary and appropriate transport upon your premises and/or other location where the goods may reasonably thought to be stored and recover and re-sell the goods.
- iv) If the buyer (being a company) fails to pay an account by the due date its directors will be personally liable to us for any outstanding amount and in the case of two or more directors such liability will be joint and several.
- Damage must be noted on the delivery docket at time of delivery. ‘Unchecked’ or ‘Unexamined’ is not acceptable. Claims must be notified to us within 48hours of delivery, and confirmed in writing with photographic evidence within 5 working days otherwise no claim can be entertained.
- The customer shall satisfy themselves that the product supplied is of suitable quality and meets any specification required to fulfil any contact they may have. Our liability extends only to replacement of any substandard product. We shall not be liable to you or others for any loss, or profits, or contract, or other indirect or consequential loss.
- Goods left in storage are held at owner’s risk, unless otherwise stated in writing, and subject to reasonable care, we cannot hold ourselves liable for damage or loss done by Act of God, fire, flood, vermin or forced entry, or other peril. Without prejudice to the liens given by law and the customs of the trade, we have a general lien upon all the customer’s goods in hand for all monies owing on general accounts, with power to sell in default of payment thereof.
- Origination charges quoted are a paid contribution only towards the cost of printing plates. Artwork created by us (apart from any Trademark, logo or device belonging to another) remains our copyright, and is not to be reproduced by any other party without our prior written permission.
- We assume no responsibility for any conflict with the rights of third parties in connection with trademarks, designs, copyrights, ethical claim, or unfair competition, or otherwise you agree to indemnify us against all legal fees, expenses and claims arising out of any action or claim alleging such conflict, and you will, at our request and at your expense, undertake the defence of such civil action. You remain responsible for ensuring compliance with all relevant laws and regulations.
- The contract made on these ‘Conditions of Sale’ shall be governed by laws of England and the parties hereby agree to submit to the jurisdiction of the English courts.
Unless otherwise specified in writing, prices will be valid for 30 days following date of quotation. Goods ordered after this date may be subject to a change of price.
20. Brexit Clause: - In the event of Brexit, including any politically agreed transitional period towards the UK leaving the EU, if either Party considers that the consequences of Brexit materially increase the costs of it performing its obligations under this Agreement and/or otherwise adversely affects the benefit it derives from this Agreement, such Party may give notice to the other of the same, and shall promptly supply such details and evidence of such consequences as may reasonably be required by the other Party. Within fourteen (14) days of the other Party receiving such notice, the Parties shall discuss in good faith and agree whether any amendments are required to this Agreement as a result of Brexit, such that the provisions of this Agreement maintain the same overall balance of obligations, benefits, liabilities and risk between the Parties as applied at the date of this Agreement. In the event such amendments cannot be agreed, either party would have the right to terminate the contract upon completion of active orders. The Parties agree that the imposition of tariffs and other trade barriers relating to the subject matter of this Agreement and not in existence at the date of the Agreement shall be considered a change in the overall balance.