Terms and Conditions of Sale

Supplier – ID Graphic Design.
Buyer – The party to whom the Supplier supplies / sells their goods and/or services.
Works – The goods and/or services supplied/sold by the Supplier.
Site – The final destination for the supply of goods and/or services to the Buyer.
Go-Live - The date on which an internet-based product or service is launched on a live server
Delivery - The date on which goods or services are completed and/or delivered to the Buyer - as determined by the Supplier
Order – The document from the Buyer confirming their intent and requirement.
Conditions – These General Terms and Conditions of Sale.
Parties – The Buyer and Supplier.
Contract – The binding agreement between the Supplier and Buyer in respect of the supply of goods and/or services by the Supplier to the Buyer.
Working day – Any day which is not a Saturday, a Sunday or a Public Holiday.
Calendar days – Any day including Saturday, a Sunday or a Public Holiday.

1

BASIS OF THE SALE

(a)

The Supplier shall supply/sell and the Buyer shall purchase the goods and/or services in accordance with the last written quotation of the Supplier prior to commencement of the Supplier's Works subject in either case to these Conditions, which govern the Contract to the exclusion of any other terms and conditions subject to which any such quotation is accepted or purposed to be accepted, or any such order is made or purposed to be made by the buyer.

(b)

No variation to these Conditions shall be binding unless agreed in writing between the Parties save where the Buyer by way of variation of the Contract enjoys betterment to the Contract such betterment that shall entitle the Supplier to additional payment of the cost of additional works plus overheads and profit and any consequential loss.  The Supplier is not obliged to undertake any variation without their express agreement such agreement that can be withheld at the Supplier's discretion.

(c)

The Supplier's Employees or agents are not authorised to make any representations concerning the goods and/or Services unless confirmed by the Supplier in writing.  The Buyer acknowledges that it does not rely on and waives any claim for breach of any such representations which are not so confirmed.

(d)

Any typographical, clerical or other error or omission in any sales literature, price list, quotation, invoice, application or other document or information issued by the Supplier shall be subject to correction without any liability on the part of the Supplier.

2

DOCUMENTS

Unless otherwise stated within the Supplier's quotation all specifications, illustrations, drawings and printed descriptions are approximate only, all documents to be considered as confidential documents of which the Supplier retains the Copyright. They remain the property of the Supplier and must not be made accessible to third parties or reproduced without the Supplier's written consent and must be returned to the Supplier on request. The Supplier reserves the right to make any alteration necessary without any liability on the part of the Supplier.

3

REGULATION IN FORCE AT DESTINATION

The Buyer shall inform the Supplier of all laws governmental or other regulations which must be observed during the execution of the contract.  Any alterations and/or amendments after the date of the Order and/or Supplier's quotation shall be treated as a variation to the Contract and shall entitle the Supplier to additional payment of the cost of additional works plus overheads and profit and any consequential loss notwithstanding clause 1(b) of these conditions.

4

ORDERS AND SPECIFICATIONS

(a)

The Buyer shall be responsible to the Supplier for ensuring the accuracy of the terms of any Order (including any applicable specification) submitted by the Buyer or Supplier and for giving the Supplier any necessary information relating to the goods and/or services within a sufficient time to enable the Supplier to perform the Contract in accordance with its terms.

(b)

The quantity, quality and description of and any specification for the goods and/or services shall be those set out in the Order or Supplier's quotation.  The Supplier reserves the right to vary the Contract by way of making any changes in the specification of the goods and/or services which are required to conform with any applicable guideline or statutory requirements or where the goods and/or services are to be supplied to the Supplier's specification, which do not materially affect their quality or performance.  Any such variation to the Contract shall entitle the Supplier to additional payment of the cost of additional works plus overheads and profit and any consequential loss notwithstanding clause 1(b) of these Conditions.

(c)

The employment of the Supplier may not be terminated by the Buyer except with the agreement in writing of the Supplier and in any event on terms that the Buyer shall indemnify the Supplier in full against all loss (including loss of profit), costs (including but not limited to the cost of all labour and materials used), damages, charges and expenses incurred by the Supplier as a result of termination.  The Supplier may terminate their employment without reason by way of a written notification of termination such termination shall have immediate effect.  The Supplier shall have no liability for any loss incurred by the Buyer arising from such termination by the Supplier and the Buyer shall indemnify the Supplier against third party claims arising from such termination by the Supplier.  Upon termination by either Party all monies payable by the Buyer to the Supplier shall become due for payment immediately.  The final date for payment of such amounts due shall be within 7 Working days of the due date.  Any other amounts payable by the Buyer to the Supplier, not ascertainable by the due date shall become due when ascertainable.  The final date for payment of such amounts due shall be within 7 Working days of the due date.

5

PRICE OF THE GOODS

(a)

The price of the goods and/or services shall be the Order sum or the Supplier's quotation as applicable.

(b)

(c)

6

PLACE OF FULFILMENT OF CONTRACT

The place of fulfilment of Contract is the Supplier's premises.  All design work by the Supplier is deemed fulfilled once completed to the Supplier's satisfaction.  All design Work by the Supplier shall be carried out to the standards of reasonable skill and care.

7

TERMS OF PAYMENT

(a)

The Supplier shall be entitled to payment by the Buyer for the amount claimed by the Supplier in writing under or in connection with this Contract, such amount which shall be the due amount, at the date of making the claim by the Supplier. Final payment of internet-based goods or services shall be on or by the Go-Live or Delivery date, whichever is the earlier.  The making of the claim by the Supplier shall be in writing served upon the Buyer by way of hand delivery, actual or pre-paid post or any electronic means in any format adopted by the Supplier.

(b)

Notwithstanding that Delivery may have taken place the property of the goods and/or services shall not pass to the Buyer until payment of all sums claimed and claimable by the Supplier and payable by the Buyer to the Supplier under or in connection with the Contract has been received to the satisfaction of the Supplier.  The Buyer shall remain responsible for the protection and insurance of all goods and/or services supplied at all times until the Supplier's satisfactory receipt of all sums payable by the Buyer under or in connection with the Contract.

(c)

If the Buyer fails to make full payment of the sum claimed by the Supplier by the final date for payment then without prejudice to any other right or remedy available to the Supplier, the Supplier may :

1. terminate their employment under the Contract in accordance with clause 4(c) of the Contract; and/or

2. suspend their Works the claim for which by the Supplier in respect of costs plus overheads and profit plus consequential loss shall be included in any claim by the Supplier under clause 7 above; and/or

3. appropriate any payment made by the Buyer to such of the goods and/or services (or the goods and/or services supplied under any other Contract between the Buyer and the Supplier as the Supplier may think fit (notwithstanding any purported appropriation by the Buyer).

8

DELIVERY

(a)

Any dates quoted for delivery and/or undertaking of goods and/or services are approximate only and the Supplier shall not be liable for any delay howsoever caused.  Time for delivery and/or undertaking of goods and/or services shall not be of the essence.  The goods and/or services may be delivered and/or undertaken by the Supplier in advance of any agreed date at the Supplier's discretion which the Buyer may not refuse.  Any prevention by the Buyer to the Supplier's Works being commenced at any date shall entitle the Supplier to payment by the Buyer of any direct or consequential costs incurred or likely to be incurred plus any loss of profit incurred or likely to be incurred by the Supplier as claimed by the Supplier.

(b)

Subject to any special terms agreed in writing between the Buyer and the Supplier, the Supplier shall be entitled to alter delivery of the goods and/or services at the Supplier's discretion for which the buyer shall have no right to seek reimbursement against the Supplier under Contract or otherwise.

(c)

If the Buyer fails to take delivery of the goods and/or services or fails to give the Supplier delivery instructions of the time stated for delivery to the Supplier's satisfaction then without prejudice to any other right or remedy available to the Supplier, the Supplier may :

1. store the goods until actual delivery and charge the buyer for the reasonable costs (including insurance) of storage and/or;

2. sell the goods at the best price readily obtainable and (after deducting all reasonable storage and selling expenses) claim from the Buyer any shortfall below the price under the Contract.  Any excess over the price recovered by the Supplier shall be retained by the Supplier.

(c)

The times for delivery and/or completion of the Works in whole or in part are not binding upon the Supplier and the Supplier shall have no liability to the Buyer for any failure to deliver and/or complete by any dates stated within Contract or otherwise.  The Buyer acknowledges that the Supplier has no such liability and shall accordingly be deemed to have allowed for any risk arising there from.

(d)

The Buyer must provide to the Supplier's satisfaction access to any website hosting, domain hosting or email hosting accounts and/or services not being provided by the Supplier.  Any failure by the Buyer shall be treated as a variation to this Contract for which the Supplier may claim any additional costs plus profit.

9

TRANSFER OF USE AND PASSING OF RISK

(b)

Risk of damage to or loss in the goods and/or services shall pass to the Buyer in the case of goods and/or services to be delivered otherwise than at the Supplier's premises at the time of delivery or if the Buyer wrongfully fails to take delivery of the goods at the time when the Supplier has rendered delivery of the goods.

(c)

Notwithstanding delivery and the passing of risk in the goods and/or services or any other provision of these Conditions the property in the goods and/or services shall not pass to the Buyer until the Supplier has received in cash or cleared funds payment in full of the amount claimed and claimable by the Supplier of the goods and/or services.

(d)

Until such time as the property of the goods and/or services passes to the buyer the Buyer shall hold the goods as the Supplier's fiduciary agent and bailee, and shall keep them identified as the Supplier's property.  Until that time the Buyer shall be entitled to resell or use the goods in the ordinary course of its business but shall account to the Supplier for the proceeds of sale or otherwise of the goods and/or services whether tangible or intangible, including insurance proceeds and shall keep all such proceeds separate from moneys or property of the Buyer and third parties and in the case of tangible proceeds properly stored, protected and insured.

(e)

Until such time as the property of the goods and/or services passes to the Buyer (and provided the goods and/or services are still in existence and have not been resold) the Supplier shall be entitled at any time to require the Buyer to deliver up the goods and/or services to the Supplier and, if the Buyer fails to do so forthwith to enter upon any premises of the Buyer or any third party where the goods are stored and repossess the goods.

(f)

The Buyer shall not be entitled to pledge or in any way charge by way of security for any indebtedness any of the goods and/or services which remain the property of the Supplier, but if the Buyer does so all moneys owing by the Buyer to the Supplier shall (without prejudice to any other right or remedy of the Supplier) immediately upon the making of a claim by the Supplier become due and payable within 7 Calendar days.

10

WARRANTIES AND LIABILITIES

(a)

Subject to the conditions set out below the Supplier warrants that the goods will correspond with their specification under the Contract at the time of delivery and will be free from defects in material and workmanship for a period of 1 month from the date of their initial use or delivery whichever the earlier date is.

(b)

The above warranty is given by the Supplier subject to the following conditions :

1. the Supplier shall be under no liability in respect of any defect in the goods and/or services arising from any drawing, design or specification supplied by the Buyer or the Supplier; and

2. the Supplier shall be under no liability in respect of any defect arising from fair wear and tear, wilful damage, negligence, abnormal working conditions, failure to follow the Supplier's instructions (whether oral or in writing) misuse or alteration or repair of the goods and/or services without the Supplier's written approval; and

3. the Supplier shall be under no liability under the above w arranty (or any other warranty, conditions or guarantee) if the total claimed or claimable by the Supplier has not been paid in full to the satisfaction of the Supplier; and

4. the above warranty does not extend to parts, materials or equipment not manufactured by the Supplier in respect of which the Buyer shall only be entitled to the benefit of any such warranty of guarantee as is given by the manufacturer of those parts to the Supplier.

(c)

Any claim by the Buyer which is based on any defect in the quality or conditions of the goods and/or services or their failure to correspond with specification of the Contract shall (whether or not delivery is refused by the Buyer) be notified to the Supplier within 3 Calendar days from the date of delivery or attempted delivery or (where the defect or failure was not apparent on reasonable inspection) within 1 Calendar day of discovery of the defect or failure should have been known to the Buyer if delivery is not refused and the buyer does not notify the Supplier accordingly.  The Buyer shall not be entitled to reject the goods and/or services and the Supplier shall have no liability for such defect or failure and the Buyer shall be bound to pay the price as if the goods and/or services had been delivered in accordance with the Contract.

(d)

Where any valid claim in respect of any goods and/or services which is based on any defect in the quality or conditions of the goods and/or services or their failure to meet the specification of the Contract is notified to the Supplier in accordance with these Conditions the Supplier shall be entitled to replace the goods and/or services (or the part in question) free of charge and un-encumbered by the Buyer or, at the Supplier's sole discretion, refund to the Buyer the price of the goods and/or services (or a proportionate part of the price) but the Supplier shall have no further liability to the Buyer under Contract or otherwise.

(e)

Except in respect of death or personal injury caused by the Supplier's negligence, the Supplier shall not be liable to the Buyer by reason of any representation or any implied warranty, conditions or other term or any duty at common law or under the express terms of the contract for any consequential loss or damage (whether for loss of profit or otherwise) costs, expenses or other claims for consequential compensation whatsoever and whether caused by the negligence of the Supplier, its employees or agents or otherwise) which arise out of or in connection with the supply of the goods and/or services or their use or resale by the Buyer, except as expressly provided in the Conditions.

(f)

The Supplier shall not be liable to the Buyer or be deemed to be in breach of the Contract by reason of any delay in performing, or any failure to perform any of the Supplier's obligations in relation to the goods and/or services, if the delay or failure was due to any cause beyond the Supplier's control.  Without prejudice to the generality of the foregoing the following shall be regarded as caused beyond the Supplier's control.

1. Force majeure, explosion, flood, tempest, fire or accident, or any other event insurable by the Buyer.

2. War or threat of war, sabotage, insurrection, civil disturbance, terrorism or requisition.

3. Acts, restrictions, regulations, bye-laws, prohibitions or measures of any kind on the part of the government or local authority.

4. Import or export regulations or embargoes.

5. Strikes, lock-outs or other industrial actions or trade disputes (whether involving employees of the Supplier or a third party in respect of the Works or affecting the Works).

6. Difficulties in obtaining raw materials, labour, fuel, parts or machinery for reasons including the cost not being to the satisfaction of the Supplier.

7. Power failure or breakdown in machinery.

8. Any impediment, prevention or default, whether by act or omission, by the Supplier or any of the Supplier's employees or agents.

11

HOSTING

If website, domain or email hosting is included in the Contract, the Buyer is deemed to have included for and must provide free of charge to the Supplier any necessary access username, password and code requirements.

12

INSOLVENCY OF BUYER

(a)

This clause applies if :

1. the Buyer makes any voluntary arrangement with its creditors or becomes subject to an administration order or (being an individual or firm) become bankrupt or (being a company) goes into liquidation (otherwise than for the purposes of amalgamation or reconstruction), or

2. any encumbrancer takes possession, or a receiver is appointed of any of the property or assets of the Buyer, or

3. the Buyer ceases or threatens to cease, to carry on business or

4. the Supplier reasonably in his opinion considers that any of the events mentioned above is about to occur to the Buyer and has notified the Buyer in writing accordingly and the period of 2 Calendar days has expired since notification an no response to the satisfaction has been received by the Supplier from the Buyer to the contrary.

(b)

If this clause applies then without prejudice to any other rights or remedy available to the Supplier, the Supplier shall be entitled to terminate their employment under the Contract or suspended any further Work under the Contract without any liability to the Buyer.  If goods and/or services have been delivered and/or undertaken but not paid for then payment shall follow as set out at clause 4 (c) of these Conditions notwithstanding any previous agreement or arrangement to the contrary and the Supplier shall have the option of entering upon the premises of the Buyer or any third party where the goods are stored and repossess the goods.

13

GENERAL

(a)

The Buyer shall be responsible for and shall indemnify the Supplier in respect of complying with any legislation or regulations governing the importation of the goods and/or services and into the country of destination and for payment of any duties thereon.

(b)

If any provision of these Conditions is held by any competent authority to be invalid or unenforceable in whole or in part the validity of the other provisions of these conditions and the remainder of the provision in question shall not be affected thereby.

(c)

No waiver by the Supplier of any breach of the Contract by the Buyer shall be considered as a waiver of any subsequent breach of the same or any other provision.

(d)

If any dispute or difference arises under this Contract, either Party may refer it to adjudication in accordance with the Scheme for Construction Contracts (England and Wales) Regulations 1998 save that the Buyer shall be liable for both Parties costs and the fees and expenses of the Adjudicator in any adjudication.  Moreover the Adjudicator is given jurisdiction to deal with the matter of the parties costs and the Adjudicator's fees and expenses but only in so far as set out above in terms of liability.  The costs, fees and expenses of the adjudication which are to be the Buyers liability are to be established in respect of the Supplier's cost by submission from the Supplier in the adjudication on an indemnity basis.

(e)

Subject to clause 13 (b) any dispute or difference between the parties of any kind whatsoever arising out of or in connection with this Contract, whether before, during or after the completion or abandonment of the Works or after the termination of the Supplier's employment, shall be referred to arbitration in accordance with the Arbitration Act 1996.

(f)

None of these Conditions shall be deemed to reduce the Buyers rights under appropriate legislation.