1.1 ‘The Company’ means Black Sheep Press Limited, registered office Middleton, Cowling, Keighley, W. Yorks, BD22 0DQ, United Kingdom, company registration number 6739334;
1.2 ‘The Buyer’ means the Buyer as specified on the invoice;
1.3 ‘The Goods’ means the goods supplied by the Company as detailed on the invoice;
1.4 ‘The Order’ is detailed on the invoice;
1.5 ‘The Price’ is detailed on the invoice, inclusive of VAT;
1.6 ‘In writing’ means hard copy or fax but not E-mail.
2. The Company will sell the Goods to the Buyer, who will purchase them on these terms of business. If there is inconsistence between these standard terms and any Special Conditions, the latter will prevail.
The delivery of Goods in the UK and elsewhere are despatched to the Buyer at the Buyer’s expense and liability, unless otherwise agreed in writing. Such charges as incurred by the Company will be invoiced at the same time or separately to the invoice of the Goods. Delivery to a carrier shall be treated as delivery of the goods to the Buyer. Risk in loss of the Goods passes on delivery. The Company reserves the right to make delivery of the Goods by instalments. Whilst using all reasonable efforts to ensure that the Goods are ready for delivery on time, all delivery dates quoted are approximate only.
4. Price and Payment
4.1 The Price shall be paid in pounds sterling in the UK. The Goods are to be paid for in full and no settlement discounts, set-offs or other deductions may be made against amounts due on the Company’s invoices or statements, unless alternative payment arrangements have been agreed by the Company and confirmed in writing before delivery of the Goods. Interest is payable by the Buyer on overdue invoices at 8% p.a. The invoice due date is 30 days after the invoice date.
4.2 If the Buyer has a prior agreed credit account, payments for Goods supplied must be received by the Company before the due date, unless otherwise prior agreed in writing between the Company and the Buyer, or (if later) as may be otherwise stated on the invoice. Time of payment shall be of the essence. The invoice due date is 30 days after the invoice date.
5. Goods inspected on delivery
5.1 The Buyer is under a duty to inspect the Goods as soon as they are received, and shall notify the Company of any damaged Goods, shortage or non-delivery within 7 days of invoice date, otherwise it loses its right to claim.
6. Intellectual Property Rights
6.1 The Buyer acknowledges that it does not acquire (nor does it seek to acquire) any right or interest in the Intellectual Property in the goods. The Buyer will not exploit (or allow any of its customers, employees, or agents to exploit) the Intellectual Property Rights in the Goods and shall compensate the company on an indemnity basis against any losses incurred as a result of such breach; see also Licence/Copyright Policies.
6.2 The Buyer shall immediately notify the Company in writing of any claim that comes to the Buyer’s attention for infringement of any Intellectual Property Rights relating to the Goods or their packaging.
6.3 The Company hereby prohibits any copying or reproduction whatsoever of the Goods, to the fullest extend permitted by law.
7. Force Majeure
7.1 There shall be no liability for either party in the event that it cannot perform any of its obligations under this Agreement (save for payment obligations in clause 4) due to one of the following non-exhaustive list of events (namely Acts of God, war, fire, flood, tempest, strikes, lockouts, industrial action, riots) or any other event out of the reasonable control of the parties.
8. Retention of Title
8.1 Title to the Goods will only pass to the Buyer when full payment has been received by the Company in accordance with the terms contained herein. If such payment to the Company is overdue in whole or in part, it may (without prejudice to any of its other rights) recover or resell the Goods or any of them and may enter upon the Buyer’s premises with its employees or agents for that purpose.
9.1 Either party may terminate this Agreement on 14 days notice in writing if the other party enters into administration, appoints an administrative receiver or enters into insolvency or the other party commits a material breach of this Agreement, unless such breach shall be capable of remedy, when the party in breach shall be afforded 30 days to remedy the breach from being notified in writing of such breach.
9.2 No cancellation by the Buyer is permitted after the acceptance of the Buyer’s Order by the Company, except where expressly agreed by a Director of the company in writing. The Buyer will (if cancellation is agreed) indemnify the Company on an indemnity basis against all its expenses incurred up to the time of such cancellation, together with by way of liquidated damages a sum of 30% of the contract price, which shall be paid by the Buyer to the Company forthwith.
10.1 The Company shall not be responsible for any direct, indirect or consequential loss howsoever arising out of this contract (of whatever nature) including negligence and in any event limits its liability to the Buyer under this Agreement to the price of the Goods ordered, save for liability for death or personal injury caused by the Company’s negligence.
11.1 The parties acknowledge that this Agreement represents the entire understanding between the Parties in relation to its subject matter.
11.2 The jurisdiction and law applicable to this Agreement is that of England and Wales.