Terms and Conditions
1.1 “Buyer” means the person who accepts the Seller’s written quotation for the sale of the Goods or whose written order for the Goods is accepted by the Seller
1.2 “Conditions” means the standard terms and conditions set out in this document
1.3 “Goods” means the goods to be supplied by the Seller in accordance with these Conditions
1.4 “Seller” means Happy Days Greetings LTD (t/a Euromark Packaging Solutions)
"Terms" means the standard terms of sale set out in the document and includes any special terms agreed in writing between the seller and buyer; The completed order form or quotation together with the terms constitute the entire and only agreement between the parties in relation to the sale of the goods and comprises a legally binding contract between the parties.
2. The Price and Payment
2.1 The price for the Goods shall be that set out in the Seller’s written quotation The price is exclusive of VAT (or other sales tax or duty) which
shall also be paid by the Buyer at the rate prevailing on the sale of the Seller’s invoice
2.2 If the buyer places an order via the sellers web site, the price payable for the goods will be set out on the web site at the time the seller accepts the order.
2.3 The buyer shall be responsible for any charges for V.A.T., carriage and insurance in addition to the price for goods unless otherwise agreed in writing between parties. Also the seller must receive payment for the total price of the goods and any applicable charges for V.A.T. carriage and insurance, before the order can be accepted unless otherwise agreed in writing.
2.4 Once an order has been accepted, it may not be cancelled except by agreement; however, if theSeller agrees to a Buyer’s request to cancel an order after the Seller has incurred artwork and/orprinting costs, the Buyer shall still be liable for the full printing and delivery costs thereof in any event
2.5 Interest on overdue invoices shall accrue on a daily basis from the date when payment becamedue until the date that payment is made; interest shall be charged at 5% above the prevailingbase rate of Barclays Bank plc and shall accrue at such rate after as well as before any
3.1 Delivery of the Goods shall be made to such place as the Buyer and Seller shall Agree or, if not agreed, as reasonably specified by the Seller
3.2 Whilst the Seller shall make all reasonable efforts to effect delivery by any agreed date, anydates quoted for delivery of the Goods are approximate only and the Seller shall not be liable forany delay in delivery of the Goods beyond the Seller’s reasonable control
3.3 If the buyer fails to take delivery of the goods then without limiting any other right or remedy available to the seller, the seller may store the goods until actual delivery and charge the buyer for the reasonable costs (including insurance) of storage.
4.1 Risk of damage to or loss of the goods shall pass to the buyer:
a) in the case of goods to be delivered at the buyers premises, at the time of delivery or, if the buyer wrongfully fails to take delivery of the goods, the time when the seller has tendered delivery of the goods
b) in the case of goods being collected from the seller's premises, at the time when the seller notifies the buyer that the goods are available for collection.
4.2 Notwithstanding delivery and the passing of risk in the goods, or any other provision of these terms, the property in the goods shall not pass to the buyer until the seller (or the sellers assignee in the case of assigned invoices) has received payment in full of the price of the goods together with any charges in respect of V.A.T, carriage and insurance.
4.3 Until such time as the property in the goods passes to the buyer, the seller may at any time require the buyer to deliver up the goods to the seller, and if the buyer fails to do so forthwith, enter on any premises of the buyer or any third party where the goods are stored and repossess the goods.
5.1 Subject to clause 5.2 hereof, the Seller warrants that the Goods will correspond with their specification and will be free from defects in material and workmanship at the time of delivery
5.2 The Seller shall have no liability:-
5.2.1 for any defect arising from any design or specification supplied by the Buyer
5.2.2 any defect arising from wear and tear, wilful damage, negligence, abnormal working
conditions, misuse, alteration or repair of the Goods
5.2.3 if the total price for the Goods has not been paid by the due date of payment
5.2.4 for claims based on any defect in the quality or condition of the Goods or their failure tocorrespond with specification unless the claim is notified to the Seller in writing and within7 days of delivery
5.3 Where a valid claim is made under clause 5.2.4 hereof, the Seller shall have the right to replace the Goods (or the part in question) free of charge or, at the Seller’s sole discretion, refund to the Buyer the price of the Goods (or the fair proportion of it); the Seller shall then have no further liability to the Buyer in respect of that claim
5.4 Force Majeure -The Seller shall not be liable for any delay or failure to supply the Goods for reasons beyond the Seller’s reasonable control (including without limitation strikes, lockouts, acts of god and the like)..
The seller shall be entitled to suspend further supply or delivery, stop any goods in transit or immediately terminate the contract with the buyer by notice in writing if the buyer is in breach of an obligation hereunder or becomes unable to pay its debts when they fall due or proceedings are to the seller (or the sellers assignee in the case of assigned invoices) in accordance with these terms becomes immediately due and payable and the seller shall be under no further obligation to supply any goods to the buyer.
7.1 These Conditions are governed by and are to be construed in accordance with English Law
7.2 If any claim is made against the Seller that the Goods infringe the Copyright, trade mark or other intellectual property right of any other person, the Buyer shall indemnify the Seller against all loss, damages, costs and expenses incurred or suffered by the Seller in connection with that claim or paid or agreed to be paid by the Seller in settlement thereof