Qdex Terms and Conditions of Business

1. General

(a) Definitions
In these conditions
(i) Seller means Qdex Limited
(ii) Buyer means the person firm or company who places an order with the Seller for the manufacture and/or supply of any goods
(iii) Home Market means the UK.

(b) Exclusion of Terms Inconsistent Herewith
Only these conditions shall apply to sales by the seller. If the terms and conditions stated in the Buyers order are inconsistent herewith or if they contain a provision(s) purporting to exclude these conditions the Sellers acceptance of the Buyers order shall constitute a counter offer and the Buyer shall be deemed to have accepted these conditions unless it notifies the Secretary of the Seller at its registered office to the contrary in writing within seven days of the date of the Sellers acknowledgement of the Buyers order.

(c) Variation and Waiver
No variation cancellation or waiver of these conditions shall be valid unless made in writing and signed by a duly authorised representative of the Seller. At the request of the Buyer the Seller will verify whether any named individual has the requisite authority.

2. Extent of Contract

The Buyer must notify the Seller within seven days of the date of the Sellers acknowledgement if such acknowledgement does not accurately confirm the Buyers order failing which the Buyer shall be bound by the terms of the acknowledgement.

3. Acceptance

The Sellers offers estimates quotations and price lists are without engagement and all orders require the Sellers acceptance in writing in order to create a contract. Any such acceptance shall nevertheless be subject to the Buyers credit being approved and to cancellation without liability of the instance of the Seller should it subsequently find the Buyers credit inadequate.

4. Label Designs

No responsibility is accepted for label designs whether designed by the Seller or produced to the Buyers design. The Buyer must ensure that any such designs do not infringe any copyright design or other rights and shall indemnify the Seller against any costs claims or demands resulting from any alleged infringement of copyright design or other rights of third parties.

5. Materials and Adhesives

The materials and adhesives to be used on any goods the subject of a quotation by the Seller are believed to be the most suitable for use in the particular circumstances in which the goods comprised in the quotation are stated to be required for use. The Buyer is at liberty to accept or reject the Sellers recommendations as to materials or adhesives but if an order is placed otherwise than in accordance with the Sellers recommendations or for an undisclosed use the responsibility of the Seller as to the suitability of the materials or adhesives shall thereupon be at an end and the Seller shall accept no responsibility for loss or damage caused by the use of these materials or adhesives.

6. Credit Accounts

Credit accounts may be opened upon receipt by the Seller of two approved trade and one bank reference which shall remain open only so long as the Sellers normal credit terms and other conditions are observed. In most instances a buyers first order must be on a pro-forma basis.

7. Proofs

Proofs of all work may be submitted for the Buyers approval and no responsibility shall be accepted for any errors in proofs which may be passed by the Buyer. The Buyers alterations and additional proofs necessitated thereby shall be charged extra. When style type or layout is left to the Sellers judgement changes therefrom made by the Buyer shall be charged extra.

8. Preliminary Work

Work carried out whether experimentally or otherwise at the Buyers request shall be charged for unless otherwise agreed.

9. Despatch Period

The period quoted for despatch commences from the date of the order acknowledgement but is an estimate only. Whilst the Seller shall use reasonable commercial endeavours to despatch the goods by the date specified on the order acknowledgement it shall not be liable for delay in delivery from any cause whatsoever and howsoever arising. Time shall not be of the essence of the contract.

10. Expedited Despatch

Should despatch of the good be required sooner than the normal time requisite for its proper production every effort will be made to secure freedom from defects but reasonable allowance must be made by the Buyer in such cases. Should such despatch necessitate overtime being worked or other additional costs being incurred a charge will be made to cover the increased cost unless otherwise agreed in writing by the Seller.

11. Quantity Despatched

Every reasonable endeavour will be made to despatch the correct quantity ordered but owing to the difficulty of producing exact quantities quotations are conditional upon a margin of 10% being allowed for overs or shortages the same to be charged for or deducted.

12. Despatch in Lots

The Seller shall have the right to despatch any portion(s) of the goods covered by the contract and to invoice the Buyer for such portion(s) so dispatched on the same terms and conditions set forth herein. Each delivery part delivery and part performance shall be deemed to represent a separate contract and failure of any delivery part delivery or part performance shall not vitiate any contract in respect of any other delivery part delivery or part performance.

13. Non Acceptance by the Buyer

If by reason of the Buyers default goods have not been taken up or delivered by the applicable delivery date the Seller may (without prejudice to its right to claim damages) suspend delivery of the goods or treat the contract as repudiated with regard to those goods or store the goods at the expense and risk of the Buyer until they are taken up or do any combination of the foregoing.

14. Loss or Damage in Transit and Non Delivery of the Goods

No responsibility shall be accepted by the Seller:
(a) for any shortage or damage in transit unless
(i) where goods are delivered other than by the Sellers transport the Buyer makes a claim in writing providing full particulars on the Secretary of the Seller at its registered office within seven days of receipt of the goods
(ii) where goods are delivered by the Sellers transport details of any shortage and damage are endorsed on the delivery note.

(b) for the non delivery of the goods unless the Buyer makes a claim in writing providing full particulars on the Secretary of the Seller at its registered office within twenty one days of the Sellers advice note. Provided that if in any particular case the Buyer proves that:
(i) it was not reasonably possible for the Buyer to advise the Seller in writing the aforesaid times and
(ii) such advice or claim was given or made within a reasonable time the Seller shall not have the benefit of this condition.

15. Defective Goods

Any complaints concerning defective goods must be made in writing within twenty eight days of receipt of the goods by the Buyer. In the event of such a complaint being justified in the Sellers opinion the goods will be replaced at no extra cost to the Buyer.

16. Liability

The seller shall not be liable for indirect or consequential loss or for any loss to the customer arising from third party claims occasioned by errors in carrying out the work or by delay in delivery.
(a) We shall not be liable for any loss or damage whatsoever arising from failure by us to perform the contract, whether wholly or in part, which is caused by:
(i) default by our suppliers, or,
(ii) any cause whatsoever beyond our control.

(b) Our liability whether in contract or in tort shall in all cases be limited to the amount of the invoice to which the claim relates.

(c) In no circumstances whatsoever shall we be liable for indirect or consequential loss or for loss of profits.

17. Standing Matter and Printers Materials

Type may be distributed and/or lithographic photogravure or other work affaced immediately after the order is executed unless written arrangements are made to the contrary. In the latter event rent shall be paid unless any other specific arrangement had been made.

18. Buyers Property

Buyers property when supplied to the Seller shall be held at the Buyers risk. Every reasonable care will be taken to secure the best results where materials are supplied by the Buyer but no responsibility will be accepted for imperfect work caused by defects in or unsuitability of materials so supplied.

19. Drawings

All drawings specifications and illustrations in the Sellers catalogues sales or promotional literature or elsewhere are included as a guide only and unless specifically stated to the contrary shall not form part of the contract.

20. Property and Risk Ownership

(a) Except in the circumstances envisaged by sub-clauses (c) and (d) of this Clause the Seller shall remain legal owner of the Goods until such time as the Buyer shall have paid to the Seller all sums due to the Seller in respect of the Goods PROVIDED that the Seller may at any time by notice in writing to the Buyer declare that legal ownership and property in the Goods or any part of the Goods has passed to the Buyer. If the price is payable by instalments or part only of the price has been paid to the Seller, the Seller may appropriate any payments made to any part of the Goods which have been delivered and title to that part shall thereupon pass. Until such time as property passes the Buyer acknowledges that he is in possession of the Goods solely as bailee for the Seller. The Buyer shall if the Seller so requires at all times during which the legal title to the Goods remains in the Seller in accordance with this sub-clause (a) keep and store the

Goods so that they may readily be identified as the property of the Seller and during such time the Goods shall be kept and maintained in the condition in which they were delivered to the Buyer.

(b) In the event that a Receiver is appointed over the business of the Buyer or that a resolution is passed (other than for the purposes of amalgamation or reconstruction) or a petition presented for the liquidation of the Buyer or if the Buyer commits an act of bankruptcy then the seller or its authorised agents or representatives shall have right of access to and egress from the premises of the Buyer in order to identify and recover therefrom the goods in the possession of the Buyer in which the legal title remains in the Seller under sub-clause (a) of this Clause. Prior notice shall not be required but any such visit will only be made within normal business hours.

(c) In the event that the Goods are incorporated by the Buyer in other products before payment is made in such circumstances that the Goods are no longer identifiable as such the rights of the Seller contained in sub-clause (b) of this Clause shall attach to the products in which the Goods have been so incorporated.

(d) In the event that the Goods are re-sold by the Buyer (whether after such incorporation as is referred to in sub-clause (c) of this Clause or not) the Seller shall be entitled to the proceeds of such resale to the extent of the unpaid value of the Goods.

Risk

The risk in the Goods shall pass to the Buyer on delivery to the Buyer the Buyer’s carrier or the Buyer’s consignee.

21. Price

The prices charged shall be the prices stipulated by the Seller as being current of the date of despatch. The prices are specified as exclusive of VAT. A surcharge shall be placed on any order for delivery outside the UK mainland.

22. Carriage and Method of Freight

The normal method of transport used is road haulage, but other means can be employed, and where this is at the request of the Buyer, then the additional cost incurred will be invoiced to the Buyer, unless otherwise specified.

23. Payment

Unless otherwise agreed in writing by the Seller payment for the goods shall be made by the 30th day following date of invoice. Time of payment shall be of the essence of all contracts.

All payments shall be made in sterling to the Seller at its registered office.

24. IIIegal Matter

The Seller shall not be required to print any matter which in its unrestricted opinion is or may be of illegal libellous or improper nature or any infringement of the proprietary or other rights of any third party or unsuitable for any reasons for publication. The Buyer shall indemnify the Seller for and against all costs claims and demands which may arise in any proceedings brought against the Seller arising from the nature of the matter printed or its form or content. The indemnity shall extend to any amounts paid in settlement of any claim.

25. Cancellation

No cancellation or variation of an order by the Buyer shall be effective unless made in writing and until accepted in writing by an authorised representative of the Seller at its registered office. The Seller reserves the right to refuse to accept such cancellation or variation or to accept cancellation or variation only subject to such conditions as are warranted according to the circumstances. 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.

26. Force Majeure

Should any event occur whether of the Sellers plant or otherwise which is beyond the control of the Seller such as by way of example industrial action or dispute (including strike or lock out) shortage of materials or other action of a government or other competent authority accident instructions from the Buyer and the performance of this contract is prevented or delayed.

(a) Without prejudice to its rights in the event of breach of contract by the Buyer the Seller reserves the right to suspend delivery or other performance of the Sellers obligations under any contract and to cancel unfulfilled parts of any contract in whole or in part and in the event of the Seller exercising any such right the Sellers liability shall be limited to the repayment to the Buyer (without interest) of any part of the purchase or contract price or charge already received by the Seller and attributed to any unfulfilled and cancelled part of the contract less any expenses incurred by the Seller from the date of cancellation in part performance of the contract.

(b) If such prevention or delay continues for three months the Buyer may elect to cancel the contract or to allow the order to remain on the Sellers books and to be completed at some later date.

27. Copyright

The Buyer hereby acknowledges that the copyright in the drawings specifications and other literature supplied by the Seller and the design copyright in all goods manufactured by the Seller shall rest in the Seller.

28. Alterations to and Withdrawals of Specifications

The Seller reserves the right to withdraw or alter designs and specifications of its goods without prior notice and shall not be under any liability whatsoever for such withdrawals or alterations.

29. Waiver

No waivers by the Seller in respect of any breach by the Buyer shall operate as a waiver in respect of any subsequent breach.

30. Minimum Order Charge

The seller has a minimum order charge of £20.00

31. Severability

Any provision(s) of these Conditions which in any way now or subsequently contravenes the law shall be deemed severable and shall not affect any other provision(s) herein.

32. Errors and Omissions

Typographical and/or errors or omissions that are not covered by our Terms and Conditions of Proofing shall be subject to correction.

33. Proofing

Proofing is undertaken in accordance with our Terms and Conditions of Proofing a copy of which is sent with each proof or is available upon request

34. Jurisdiction and Governing Law

Any contract of which these conditions form part shall be governed by the laws of England and the Buyer hereby submits to the English courts.

35. Construction

The clause headings herein shall not affect the interpretation of these conditions.