“Company” means Podium Designs. “Buyer” means the party requesting the Company to provide the goods or services identified in the order.
1 Orders & Pricing
1.1 An initial set of design layouts will be supplied free of charge on a speculative basis. Any subsequent amends made to those designs and/or further layouts will be charged at the rate of £50 per hour.
1.2 By placing an order for goods and/or services with the Company the Buyer agrees to be bound by these terms and conditions in their entirety.
1.3 Pricing and specification of goods and services are indicative only until such time as any order is confirmed.
1.4 The Buyer is responsible for approval of any proofs supplied by the Company. No liability will be taken by the Company for mis-spelling any or other inaccuracies contained in proofs signed off for production by the Buyer.
1.5 Where the Buyer provides specifications for goods, it shall indemnify the Company against any losses or expenses incurred in relation to claims for the infringement by such goods of any patents, registered trademarks, or other rights belonging to third parties.
1.6 Where the goods or services to be supplied include material supplied by the Buyer, the Company shall not be liable for damage to such materials howsoever caused.
1.7 Any quotes supplied by the Company will be valid for a period of 30 days. All orders and pricing are subject to confirmation following consideration of final specifications and receipt of any materials or information from the Buyer.
1.8 The Company reserves the right to vary the price of goods at any time before delivery where there is a variation in the cost of the goods to the Company.
1.9 All prices are exclusive of delivery charges and VAT at the prevailing rate unless otherwise indicated in writing.
2.1 Payment for goods or services is due within 30 days of the date of invoice, notwithstanding that the goods or services may not have been delivered by this date. Time shall be of the essence in respect of payment by the Buyer.
2.2 Failure to make payment by the due date will result in the Company acquiring the right to:
(i) Cancel the contract with the Buyer;
(ii) Suspend any outstanding deliveries or services to the Buyer;
(iii) Appropriate any payment made by the Buyer to the Company for any other purpose toward settlement of the account on which payment has not been made.
2.3 Interest may be charged on any amount not received by the due date at a rate of 8% per annum calculated on a daily basis from the due date for payment.
2.4 The Buyer must notify the Company in writing within 7 days of receipt of the Company’s invoice of any errors or queries in respect of that invoice. Failure to do so will result in the Buyer being deemed to have accepted the accuracy of that invoice.
3.1 Any dates for delivery shall be approximate and while the Company will use its best endeavours to deliver goods in accordance with the estimated dates provided, the Company does not guarantee to do so. The Company will not be liable for any delay in delivery or any losses consequential to such delay.
3.2 Any complaints regarding the quality, quantity, suitability or other characteristic of the goods or services must be notified within 7 days of receipt. Failure to do so will result in the Buyer being deemed to have accepted the goods or services.
3.3 The Company will not be responsible for damage caused to goods during delivery. Once goods have left the Company’s premises, or those of the Company’s agent, any risk of loss or damage to goods shall pass to the Buyer.
3.4 Notwithstanding that the Buyer shall bear the risk of damage to goods in transit, neither legal nor equitable title in the goods shall pass to the Buyer until such time as full payment has been received. Until such time the Company shall be entitled to require that the Buyer delivery up the goods to the Company and, if the Buyer fails to do so forthwith, shall be entitled to enter the Buyer’s premises to repossess the goods.
3.5 Until such time as title in the goods passes to the Buyer, it shall act as the Company’s judiciary agent and bailee, and shall keep the goods separate from those belonging to the Buyer and third parties, properly stored, identified and adequately insured as the Company’s property. The Buyer shall be entitled to make use of the goods in the ordinary course of its business, but shall account to the Company for the proceeds of any sale or other use of the goods, including insurance proceeds, whether tangible or intangible, and shall maintain these separately from its own funds or property.
3.6 The Buyer shall not be entitled to pledge or in any way charge by way of security for any indebtedness any of the goods, which remain the property of the Company. If it does so, any amounts due to the Company shall become immediately payable, without prejudice to any other right or remedy available to the Company.
3.7 Where the Buyer provides inaccurate or insufficient information such that successful delivery of goods is frustrated or the Buyer otherwise refuses delivery, the Company shall acquire the right to:
(i) Store the goods at the Buyer’s expense;
(ii) Make further attempts at delivery at the Buyer’s expense;
(iii) Sell the goods at the best available price and account to the Buyer for any excess gains or charge the Buyer for any shortfall in relation to the contract price.
3.8 Where an order is delivered in multiple consignments, each delivery shall be considered a separate transaction and failure of any one delivery shall not affect the performance of the remainder of the contract.
4 Limitation of liability
4.1 The Company shall not be liable, save in case of fraudulent misrepresentation, or death or personal injury caused by the Company’s negligence, for any losses arising out of, or consequential to, the supply of goods or services whether by reason of alleged breach of any implied warranty, condition, express term, representation or any other claim howsoever arising.
4.2 Subject to any express provision in these terms or otherwise communicated to the Buyer all warranties, conditions, or other terms implied by statute or common law are excluded to the fullest extent permitted by law.
4.3 To the extent that the Company may be liable for any losses suffered by the Buyer, such liability will be limited to the value of the contract price.
4.4 No agreement between the Company and the Buyer shall create any rights enforceable, by virtue of the Contracts (Rights of Third Parties) Act 1999 or otherwise, by any person not identified as the Buyer.
4.5 The Company shall have no liability to the Buyer for any delay or other failure in performance where such delay or failure is due to any cause beyond the Company’s control.
5 Distance Selling Regulations
5.1 In accordance with Regulation 13(1)(c) of the Distance Selling Regulations 2000, the Buyer will not have any right to cancel an order for items which are personalised, have had their standard specification altered, or are otherwise specially ordered.
5.2 In respect of any order, the Buyer agrees that the performance of the contract will commence immediately on the Company’s confirmation of the order, and that accordingly any right to cancel which would otherwise accrue under the terms of the Distance Selling Regulation 2000 is waived in accordance with Regulation 13(1)(a), except where otherwise agreed in writing and on the condition that the Buyer indemnify the Company in respect of any losses, charges, or other expenses incurred as a result of accepting the order.
6 Insolvency of Buyer
(i) The Buyer makes any voluntary agreement with its creditors or becomes subject to an administration order, becomes bankrupt or enters liquidation; or
(ii) An encumbrancer takes possession, or a receiver is appointed, of any of the property of the Buyer; or
(iii) The Buyer ceases or threatens to cease trading; or
(iv) The Company reasonably apprehends that any of the events mentioned above may occur and notifies the Buyer accordingly; The Company shall, without prejudice to any other right or remedy howsoever accruing, be entitled to cancel the contract or suspend deliveries to the Buyer without liability, and to require the immediate payment of any outstanding monies notwithstanding any previous agreement to the contrary.
7.1 Any notices to be given under these terms shall be in writing addressed to the relevant party’s registered office or principal place of business or other address that may at the relevant time have been notified to the other party.
7.2 No waiver, express or implied, by the Company of any breach of contract by the Buyer shall be considered as a waiver of any subsequent breach of the same or any other provision.
7.3 In the event that any of these terms should, in whole or in part, be held to be unenforceable or otherwise invalid by a competent authority, the remainder of the provisions herein shall not be so affected.
7.4 The Company does not recognise exclusive or sole agencies or territorial or other restrictions on its activities.
8 Law and Jurisdiction
8.1 The contract for any order will be governed by English law, and the parties agree to submit to the exclusive jurisdiction of the courts of England and Wales.