Between Talbographic Ltd and the customer.
1. PAYMENT
Talbographic Ltd will render invoices for the goods when they are dispatched from Talbographic's premises. Invoices will become due for payment on delivery without any deductions or deferment whatsoever.
2. PROPERTY
(a) The goods shall remain at Talbographic's risk until they are dispatched from Talbographic's premises to the Customer. At the time of such dispatch, the risk in the goods, and the liability to insure them, shall immediately be passed to the Customer.
(b) Title to all goods supplied to the Customer by Talbographic Ltd during the continuance of this Agreement shall remain in Talbographic Ltd and shall not pass to the customer until all Monies owing by the Customer to Talbographic Ltd on any account shall have been paid or satisfied in full. So long as any indebtedness of the Customer to Talbographic Ltd on any account shall remain outstanding, the Customer shall be accountable to Talbographic Ltd for the proceeds of sale and shall retain them in trust for Talbographic Ltd accordingly.
3. DELIVERY
(a) Talbographic Ltd reserves the right to deliver the goods by instalments.
(b) The goods shall be deemed to have been accepted by the Customer unless Talbographic Ltd is notified in writing to the contrary within seven working days after delivery to the address stipulated overleaf.
(c) Time for delivery stated overleaf is not of the essence.
4. FORCE MAJEURE
And delivery dates stated by Talbographic Ltd are estimates only and whilst estimates are made in good faith Talbographic Ltd can accept no liability in respect thereof. Talbographic Ltd shall have the right to cancel or delay delivery or to reduce the amount of goods delivered if through any circumstances beyond Talbographic's control, Talbographic Ltd is prevented from or hindered in or delayed in manufacturing, supplying or delivering by normal route or means of delivery the goods of the description covered by this Agreement. Furthermore, Talbographic Ltd shall not be liable for any loss or damage caused by or resulting from inability to deliver or delay in delivery arising from any circumstance beyond Talbographic's control. The circumstances referred to in this Clause shall include, but not limited to Act of God or of any Government, natural disasters, war, fire, flood, accidents, strikes, lock-outs, reductions in or unavailability of power at Talbographic's premises or the premises of suppliers to Talbographic Ltd, breakdown of plant or machinery or method of delivery any shortage or unavailability or raw materials, spare parts or other suppliers from normal sources or routes of supply.
5. ROUTE
Talbographic Ltd shall not in any circumstances be liable to the Customers in respect of any loss or damage, consequential, direct, or indirect or otherwise (including loss or profit which the Customer may suffer).
6. CUSTOMER DEFAULTS
(a) Determination and Repossession
If the Customer shall make any default or commit a breach of this Contract or his other obligations to Talbographic Ltd or if any distress or execution shall be levied upon the Customer's property or assets, or if the Customer shall make of offer to distress or execution shall be levied upon the Customer's property or assets, or if the Customer shall make or offer to make any arrangement or composition with his Creditors or commit an act of Bankruptcy, or if any Petition or Receiving Order shall be presented or made against him, or if the Customer shall be a Company and any Petition or Resolution to wind-up such. Company (otherwise than for the purpose of reconstruction or amalgamation) shall be presented or passé or if a Receiver of such Company's undertaking, property, assets, or any part thereof shall be appointed, Talbographic Ltd shall have the right forthwith to determine any Contract then subsisting without prejudice to Talbographic's right to recover any loss sustained and so long as the property in the goods remains in Talbographic Ltd, shall have the additional right, without prior notice, to retake possession of the goods (and for this purpose to enter upon any premises occupied by the Customer or others on the Customer's behalf or on behalf of the Customer's Creditors).
(b) Suspension
If the Customer default in payment of any sum under this Contract and when it becomes due or if the Customer is in breach in any respect of any other provisions herein contained, Talbographic Ltd shall in addition to any other rights have the right with or without notice to suspend all further deliveries hereunder until the breach is made good to the satisfaction of Talbographic Ltd.
(c) Losses Arising
The Customer hereby agrees with Talbographic Ltd to fully indemnify Talbographic Ltd in respect of any losses sustained or expenses incurred by Talbographic Ltd in exercising its right under the Condition, including but not to be limited to losses and expenses incurred by Talbographic Ltd in extra transport, recovery, repair and replacement cost and loss of profit on resale and, where litigation ensures, legal costs on a Solicitor/client basis.
7. PROPER LAW
The proper law of this Contract shall be the law of England. The Customer hereby submits to the jurisdiction of the English Courts of Law.
8. VALUE ADDED TAX
All prices and charges are subject to the audition of Value Added Tax (where applicable) at the appropriate rate ruling at the tax point of each sale.
9. MODIFICATIONS OF CONDITIONS
No modification of these Conditions shall be binding upon Talbographic Ltd unless otherwise agreed and stipulated herein or agreed in writing by a person duly authorised on behalf of Talbographic Ltd. These Conditions shall have precedence over any Conditions appearing on the Customer's Order Form or any other document emanating from the Customer's conditions shall have no affect whatsoever unless expressly accepted in writing by Talbographic Ltd.
10. ASSIGNMENT
The rights of the Customer under this Agreement are personal to the Customer and may not be assigned or transferred in any way whatsoever without the prior written consent of Talbographic Ltd.
11. LIABILITY
Save as is herein expressly provided all Conditions and Warranties whether express or implied and whether deriving from statute, common law or elsewhere are for all purposes excluded.
