STANDARD TERMS AND CONDITIONS FOR THE SALE OF GOODS AND
OR SERVICES
1. Interpretation
1.1 In these Conditions:
"Buyer" means the person who enters into a Contract with the Seller.
"Conditions" means the standard conditions set out below and (unless otherwise
stated) includes any special conditions agreed in writing between the Seller and the Buyer.
"Contract" means a contract for the sale and purchase of Goods
and or Services between the Seller and the Buyer.
"Goods and or Services" means the Goods and or Services and any services (including any instalment of the Goods
and or Services or any part of them)
described in the Contract.
"Price" means the price of the Goods and or Services.
"Seller" means Teloiv Media.
2. Basis of the Sale
2.1 These Conditions shall govern any Contract to the exclusion of any other terms and conditions.
2.2 No variation to these Conditions shall be binding unless confirmed in writing by a Director of
the Seller.
2.3 The Seller's employees or agents are not authorised to make any representation concerning the
Goods and or Services unless authorised by a Director of the Seller.
3. Orders and Specifications
3.1 No order submitted by the Buyer shall bind the Seller until confirmed in writing by an
authorised representative of the Seller.
3.2 The Seller may charge on a part cost basis or otherwise for sketches, plates, dies, moulds,
tooling or samples delivered to the Buyer and the Buyer shall return any such item upon demand
unless legal title has passed to it and shall keep confidential all design and other aspects of
such items.
3.3 Charges for manufacture of or modifications to tooling at the Buyer's request shall be paid
upon approval of samples.
3.4 Any specifications or other information in writing or otherwise provided by the Seller in
respect of Goods and or Services shall only form part of the Contract where expressly stated and warranted or
guaranteed by the Seller in writing.
3.5 Where Goods and or Services are to be manufactured by the Seller in accordance with a specification or using
materials submitted by the Buyer, the Buyer shall indemnify the Seller against all loss, damages,
costs and expenses of whatever nature incurred by the Seller in connection with such manufacture.
3.6 The Seller reserves the right to make any changes in the specification of the Goods
and or Services which do
not materially affect their quality or performance.
3.7 No order which has been accepted by the Seller may be cancelled by the Buyer except with the
agreement in writing of a Director of the Seller and the Buyer shall indemnify the Seller in
full against all loss, damages, costs and expenses (including design, tooling or machinery costs)
incurred by the Seller as a result of cancellation.
3.8 The Seller may dispose of any item, including tooling or machinery, used solely for production
of Goods and or Services ordered by the Buyer in the event that no orders requiring use of such items are made by
the Buyer in any period of 12 months.
3.9 The copyright in all drawings, samples and finished product belongs to the Seller and the
Buyer shall not breach such copyright by disclosure to a third party, copying, reprinting or
otherwise without the Seller's written consent.
4. Price of the Goods
and or Services
4.1 The Price shall be the price specified in the Seller's quotation unless otherwise varied by
written agreement.
4.2 All Prices quoted are valid for 30 days only unless otherwise stated in the Contract
4.3 By giving notice to the Buyer at any time before delivery, the Seller may increase the Price
to reflect any increase in the cost of the Contract to the Seller due to any factor beyond the
Seller's control
4.4 Unless otherwise stated delivery costs and related insurance are included in the Price.
4.5 The Price is exclusive of Value Added Tax
4.6 The Seller may charge the cost of pallets and returnable containers to the Buyer in addition
to the Price, but full credit will be given to the Buyer provided they are returned undamaged to
the Seller before the due payment date.
5. Terms of Payment
5.1 The Seller may upon delivery invoice the Buyer for the Price including any instalment
5.2 The Buyer shall pay the amount of the Seller's invoice by the 20th of the month following
the date of invoice.
5.3 If the Buyer fails to make payment for the whole or any instalment of the Goods
and or Services on the due
date the Seller (without prejudice to any other remedy available to it) may:-
5.3.1 cancel the Contract and suspend any further deliveries to the Buyer
5.3.2 invoice the Buyer immediately for all costs incurred to date in respect of work in progress
for the Buyer
5.3.3 appropriate any payments made by the Buyer to such of the Goods
and or Services (or to Goods and or Services supplied under
any separate contract) as the Seller may think fit
5.3.4 charge the Buyer interest (both before and after any judgement) on the amount unpaid at the
rate of 5 per cent per annum above the current commercial banks base rate from time to time
until payment in full is made and
5.3.5 exercise a lien for the amount outstanding under the Contract over any property of the
Buyer in the possession of the Seller
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