Terms & Conditions

1 Definitions

In these conditions
(a) the “Seller” means Premier Print Group Ltd;
(b) the “ Buyer” means the person, firm or company who places an order with the Seller for the purchase and /or supply of any goods or services;
(c) the “Goods” means the products supplied by the seller which are the subject of an order placed by the Buyer with the Seller;
(d) the “Services” means the services performed by the Seller which are the subject of an order placed by the Buyer with the Seller;

2 Contractual terms

(a) These conditions shall apply to all contracts for the sale of goods and /or the performance of services entered in to by the Seller to the
exclusion of the terms and conditions of the Buyer;
(b) All drawings, illustrations, performance data and other details in the Seller’s catalogues, sales or promotional literature or elsewhere are
included as a guide only and whilst such details are printed in good faith they shall not bind the Seller. The Seller reserves the right to change
specifications without prior notice at its absolute discretion;
(c) No variation, cancellation or waiver of these conditions shall be of any effect unless made in writing signed by a duly authorized officer of the
Seller and the Buyer;
(d) Typographical or clerical errors or omissions shall be subject to correction;
(e) The Buyer must notify the Seller within seven days of the date of the Seller’s acceptance or acknowledgment or order if such acceptance or
acknowledgement does not accurately confirm the Buyer’s order failing which the Buyer shall be bound by the terms of acknowledgement.

3 Creation of contractual relations

Unless previously withdrawn the Seller’s quotation and tenders shall remain valid for the period stated therein or if no period is stated for 30 days
from their date. The Seller’s offers, estimates, quotations, tenders, pricelists are invitations to treat only. All orders must be in writing and must be
accompanied by sufficient information to enable the Seller to proceed without delay with the execution of the order. All orders require the Seller’s
acceptance in writing in order to create a contract. Any such acceptance shall nevertheless be subject to the Buyer’s credit being approved and
cancellation without liability at the instance of the Seller subsequently finding the Buyer’s credit inadequate.

4 Prices

(a) All prices include only such goods, accessories, and services as are specified in the quotation and are for the quantities therein expressed. If the Buyer
shall request any variation in quantity or performance the price may be varied accordingly.
(b) Unless otherwise specified prices quoted no not included Value Added Tax or any other local taxes or duties payable in the country of destination and
all such taxes will be added at the rate prevailing at the appropriate tax point.
(c) Unless otherwise specified/pre-agreed, prices quoted do not include carriage which will be charged at extra cost. Where the quoted prices do include
carriage the Seller shall determine the route and method of carriage and any special requirements of the Buyer shall be subject to an additional charge.
(d) Unless otherwise specified prices quoted for goods include the Seller and/or its suppliers’ standard packaging. The Buyer shall provide
adequate packaging when the Buyer’s Goods are for transport to the Seller’s possession in accordance with clause 15 and good safe practices. Failure
to comply will result in refusal by the Seller to carry the goods.
(e) At any time before delivery has been completed the Seller shall be entitled to vary the price of the Goods and/or Services to take into account all
or any of the following factors:-
(i) Where goods are imported any variation of currency exchange rates or special taxes or charges imposed by any government;
(ii) Increased costs resulting from the prohibition or other actions of any government;
(iii) Increased labour costs;
(iv) Increased material or processing costs;
(v) Increased transport costs (if carriage is included in the quoted price);
(vi) Implementing any request by the Buyer or expedited dispatch or changes in delivery, schedules, completion dates, quantities, design
specifications or performance;
(vii) Delays caused by instructions of the Buyer or by failure to give adequate instructions or information.

5 Payment

Unless otherwise agreed in writing by the Seller, payment is strictly nett 30 days from the date of invoice. Time of payment shall be the essence of all
contracts. If a specific item or items remains unpaid by the Due Date, the charges detailed in Schedule A attached to these terms will apply, in accordance
with the EC Directive no.2000/35/EC. If it becomes necessary to employ a third party to collect the overdue account, all invoices will become
due and payable immediately and will be treated as overdue items, with appropriate charges applied. In addition all of the third party’s charges will be
added to the account for collection.

6 Property and Risk

(a) Until payment in full for all goods and services sold by the Seller to the Buyer (whether under this or any other contract) has been received by the
Seller:
(i) Ownership of the Goods shall remain with the Seller;
(ii) The Seller reserves the right to dispose of the Goods, and the Seller shall be permitted to enter upon the Buyer’s premises at all reasonable times to
recover the Goods for this purpose;
(b) The risk in the Goods shall, subject to Clause 8(b), pass to the Buyer on delivery to the Buyer or the Buyer’s carrier.

7 Delivery and Performance

(a) Time of delivery of Goods and/or performance of the Services shall not be of the essence of the contract. The periods quoted commence from the date
of order acknowledgement but are estimates only. Whilst the Seller shall use reasonable commercial
endeavours to deliver the Goods or perform the Services by the date (if any) specified on the order acknowledgement it shall not be liable in any way
for Goods or Services or treat the contract as repudiated or render the Seller liable for damages in any way;
(b) The Seller shall have the right to dispatch any portion(s) of the Goods covered by the contract separately and to notify the Buyer of such portion(s) so
dispatched on the same terms and conditions contained herein:-
(c) It is the Buyer’s duty to inform the Seller of the detailed delivery requirements in advance and to provide due warning and notice of any changes
in such requirements.

8 Non-acceptance by Buyer

(a) If by reason of the Buyer’s default to Goods or any of them have not been taken up or delivered by any date specified for such taking up of
delivery, then:-
(i) The Buyer shall nevertheless pay the Seller in accordance with Clause 5 of these conditions as if such taking up or delivery has occurred;
(ii) The Buyer shall pay the Seller a storage charge in respect of any of the Goods which have not been taken up or delivered together with the cost
of any additional handling and transport incurred.
In the event that such storage by the Seller shall continue for a period exceeding six weeks the Seller may (without prejudice to any other rights
which may have accrued) treat the contract as repudiated.
(b) During the period of any storage of the Goods or any of them by the Seller as contemplated by sub-clause 8(a) (ii) above such goods shall be at
the risk of the Buyer.

9 Loss or damage in transit and non-delivery of Goods

(a) No responsibility will be accepted by the Seller for any storage or damage occurring in transit unless
(i) Where the Goods are delivered other than by the Seller‘s transport the Buyer makes a claim in writing providing full particulars to the Seller at
the Seller’s registered office and (where appropriate) within seven working days of receipt of Goods;
(ii) Where the Goods are delivered by the Seller’s transport details of any shortage and/or damage are endorsed on the delivery note.
(b) No responsibility will be accepted by the Seller or on-delivery of the Goods unless the Buyer makes a claim in writing providing full particulars
to the Seller at its registered office and (where appropriate) the carrier not more than twenty eight days after the date of the Seller’s advice note.

10 Cancellation and Variation

Non cancellation or variation of an order by the Buyer shall be effective unless made in writing and until accepted in writing by an authorised
officer of the Seller at its registered office. The Seller reserves the right to refuse or to accept cancellation of variation only subject to such
conditions as the Seller may determine. Acceptance by the Seller shall be subject to payment by the Buyer of such cancellation or variation
charges as the Seller shall deem reasonable. Such charges shall take into account expenses incurred and commitments made by the Seller and
all other losses due to such cancellation or variation.

11 Force Majeure

Should any event occur whether at the Seller’s premises or elsewhere which is beyond the control of the Seller such as by way of example
industrial action or dispute (including stride or lockout) shortage of materials, act of God, war, fire, flood, drought, breakdown of machinery as
a result of which the performance of this contract is prevented or delayed:-
(a) Without prejudice to its right in the event of breach of contract by the Buyer the Seller reserves the right to cancel delivery or other
performance of the Seller’s obligations under any contract in whole or in part and in the event of the Seller exercising such right the Seller’s
liability shall be limited to the repayment to the Buyer (without interest) of any part of the purchase of contract price or charge already received
by the Seller and attributed to any unfulfilled or cancelled part of the contract less any expenses incurred by the Seller (or monies owed for this
or any other contract by the Buyer to the Seller) down to the date of cancellation in part performance of the contract.
(b) If such prevention or delay continues for 60 days the Buyer may elect either to cancel the contract or to allow the order to remain on the books
of the Seller and to be completed at some later date at an adjusted price to be determined by the Seller.

12 Substitutions

In the event of non-availability of materials or parts the Seller reserves the right to use suitable alternative materials or parts where possible.
Such substitutes shall be accepted by the Buyer in full satisfaction and performance of the contract or that part thereof for which it is a
substitute as the case may be. In the event that the Seller is unable to obtain a satisfactory substitute its obligations to complete performance of
the contract shall upon notification in writing to the Buyer be suspended until such a time as the unavailable materials or parts or suitable
substitutes become available.

13 Sub-contracting

The Seller shall be free to employ sub-contractors.

14 Indemnity

(a) The Buyer shall indemnify the Seller against all claims, demands damages, penalties, costs and expenses for which the Seller may become
liable by reason of the infringement of any patent, registered design, trade mark, copyright (including design copyright) or any other intellectual
property right arising out of the Seller’s performance of the contract in accordance with the Buyer’s specification.
(b) The Buyer will indemnify the Seller against any loss, damage or delay of any kind whatsoever, irrespective of who may have caused such loss
except where such loss is caused by the negligence of the Seller’s servants or agents.

15 Health and Safety

The Buyer shall comply with the provisions of all relevant Health and Safety legislation applicable at the time and any amendments to it and
any other relevant regulations to ensure the safety of the Seller’s employees and agents. The Buyer shall provide safe access to all systems and
equipment that may be accessed within these Services. The Buyer shall indemnify the Seller in respect of any proceedings, actions or claims as
a result of any failure to comply with this clause.

16 Copyright and Confidentiality

The Buyer hereby acknowledges that the copyright in all documents (including drawings) supplied by the Seller to the Buyer shall vest in the
Seller. In no circumstances whatsoever shall such documents or their contents be used for any purpose other than that for which they were
supplied.

17 Waiver

No waiver by either party in respect of any breach by the other shall operate as a waiver in respect of any subsequent breach.

18 Severability

Any provisions of these conditions which in any way now or subsequently contravene the laws shall be deemed severable and shall not affect
any other provisions herein.

19 Governing Law

Any contract of which these conditions form part shall be governed by the laws of England and shall be subject to the exclusive jurisdiction of
the English Courts.

20 Notices

Any notices required to be served hereunder shall be deemed to be properly served if sent by prepared registered or recorded delivery post to the
last known address of the party to be served and deemed to be duly served the day following the date of posting.

21 Non-Assignment

The Buyer shall not be entitled to assign or transfer (in whole or in part) or purport to assign or transfer the benefit of the contract to any third
party howsoever.

22 Clause headings

The Clause heading shall not affect the interpretation of these conditions.