Terms and Conditions of Sale

In these Conditions ”the Company” means Valerie Ann Leisure Limited, operated from Swallow Mill, Swallow Street, Stockport. SK1 3HJ . “The Agreement” means these conditions together with any contract in which they may be incorporated, by reference or otherwise. “The Buyer” means the person or organisation placing the order, irrespective of their relationship to the contract in hand. “Artwork”, “Specification” and “Goods” (and their plurals) shall mean and include all types and forms of such, including (without exception) photo positives, computer based artwork, specifications and goods.

1. Ruling Conditions
All contracts entered into by the Company are subject to conditions to the exclusion of any and all printed terms and conditions of the Buyer. These conditions cannot be varied, suspended or added to except with the prior written consent of the Company.

2. Contracts
a. Separate Contracts
Each order placed by the Buyer shall, on acceptance by the Company, be treated as a separate contract. If there shall be more than one contract in course of performance between the Company and the Buyer, any question, dispute or difficulty which may arise in respect of one of such contract, or the terms on which it may be settled, shall not affect in any way the performance of the other contracts, nor shall the Buyer be entitled to exercise, in relation to any other such contracts, any right of set-off or counter-claim arising under any other contract.
b. Future Contracts
If, subsequent to any contract of sale which is subject to these conditions, a contract of sale is made with the same Buyer without express reference to any conditions, such contract shall be deemed to be subject to these Conditions.

3. Price and Payment
The price of the goods and/or services shall be final at the date of dispatch and due in full on this date. Where credit is granted, payment is due by the 30th of the month following invoice. Failure to pay by this date renders all invoices outstanding, any further credit will be withheld, and any balance due will be subject to interest charges, with or without prior notice.
The Company reserves the right to vary the price of the goods by notice to the Buyer, at any time before delivery, if there is any increase in the price or cost of the goods to the Company by reason of any foreign exchange fluctuations, changes in currency regulations, alterations in duties or import, variations in the cost of raw materials, labour, services or transport, or by any reason or cause (whether or not of the same nature of the foregoing) beyond the control of the Company.
The Company shall be at liberty to adjust the price to take into account any alteration made by the Buyer to the specifications supplied to the Company as defined in Condition 9 provided that no alterations shall be binding on the Company unless accepted by the Company in writing.

4. Delivery Dates
Delivery and completion dates are given in good faith but are not guaranteed and no liability will be accepted for any losses, costs, damages or expense suffered by the Buyer as a result of failure to meet any such date. The Company shall be entitled to deliver goods at any time on or before the specified date and unless otherwise specified by the Buyer the Company may, at its discretion, deliver all of the goods in one consignment or in portions from time to time before the specified date. The Company shall not in any event be liable for any special consequential or indirect loss or damage (including, but without limitation, any loss of or in respect of profit, wages or overheads) suffered by the Buyer as a result of any delay in a failure of delivery.

5. Force Majeure
In the event that as a result of any Act of God, Storm, Fire, Flood, Explosion, Strike, Lockout (whether at the Company’s premises or elsewhere), shortage of materials or any other matter which is beyond the Company’s reasonable control, or not within its reasonable contemplation at the date of acceptance of the Buyer’s order, the performance of the contract is made materially more onerous or expensive for the Company, the Company may at any time, by written notice, cancel the contract without liability to the Buyer. In the event that by the date on which the Company serves such notice of cancellation the Company has previously invoiced the Buyer with goods comprised in the contract in respect of which such notice of cancellation is given, the Buyer shall be obliged to take up and pay for the goods so invoiced.

6. Delivery
Delivery will be deemed to have taken place at the moment when the goods pass out of the possession or control of the Company. In all circumstances, any third party carrier used to transport the goods will be deemed to be the agent of the Buyer.

7. Claims for Non-Delivery
a. All claims for non-delivery of any consignment shall be made, in writing, to the Company and any carrier engaged by the Company within five (5) working days after the date of despatch shown on the Company’s despatch consignment notes.
b. All claims for short delivery shall be made, in writing, to the Company and carrier engaged within five (5) days after delivery of the consignment in question or five (5) days after the Company’s invoice which ever is earlier and the Company shall be given an adequate opportunity to examine (at the Buyer’s or third party’s premises) the goods as received.
c. All claims for damage to or deterioration of the goods in transit shall be made, in writing, to the Company and to the carrier engaged within five (5) days after delivery of the goods and the Company shall be given adequate opportunity to inspect the goods in question at the Buyer’s or third party’s premises.
d. Any claim which is not made as required by sub-paragraphs (a), (b) or (c) above, or in respect of which the Company is not given an adequate opportunity to examine or inspect, as the case may be, shall be absolutely barred.

8. Specifications Warranty and Defects
It is incumbent upon the Buyer to supply the Company with full and precise instructions. In the event of an order being inadequately specified the Company’s artistic interpretation shall be accepted without demur. The Company shall at the request of the Buyer, at the time an order is placed, on completion of proof artwork provide a copy to the Buyer for approval. In the event that the Buyer fails or refuses to authorise confirmation of the contract the cost of the proof artwork shall be for the account of the Buyer. Where the buyer supplies products for printing the Buyer agrees to supply sufficient products to allow for the wastage inherent in the printing process and acknowledges that up to 2% wastage may occur at each printing phase. The Company shall use its best endeavors to minimise such wastage but shall have no responsibility for the replacement or cost of products damaged during the printing process, unless gross negligence is proven. The Company’s liability is limited solely to the replacement value of the damaged goods above 2% wastage, and in no event shall the Company be liable for loss of profit, indirect damage, or for consequential or special loss or damage, sustained by the Buyer. All losses will only be settled in the form of a credit note, invoices for stock are not accepted and will not be paid. The Company warrants that its work will achieve a commercially acceptable standard, compatible with the price charged.

9. Copyright and Storage
The Company assumes that by passing artwork etc, to them the Buyer has a legal right to the property in it, and requires the Buyer to indemnify the Company from all and any claims arising from alleged breach of copyright etc. For the sake of good order the Company hereby declares that it is not knowingly party to any misuse of registered or copyrighted designs and/or materials and under no circumstances will it accept any actions against itself whether direct, conjoined or ex parte, and the Company accepts no liability for Buyer’s mistakes or transgressions in this (or any other) field. Similarly, unless instructed otherwise, the Company will store films for a guaranteed period of two years, following completion of an order, entirely at the Buyer’s risk. The Company maintains no insurance for the intrinsic or artistic value of any items held in trust.

10. Cancellation
Once a contract subsists between the Buyer and the Company the same cannot be cancelled by the Buyer except with the Company’s consent and on terms which will indemnify the Company against all loss of profits.

11. Law Applicable
The Contract shall be read and construed in all respects in accordance with English Law and the parties agree to submit to the jurisdiction of the English Courts in respect of all matters concerning this contract or arising therefrom and further agree that the provisions of the Uniform Law on the international Sale of Goods shall not apply thereto.