Terms & Conditions
1.1 The definitions and rules of interpretation in this condition apply in these terms and conditions (Conditions).
Acceptance: acceptance of the Goods by the Buyer.
Buyer: the person, firm or company who purchases the Goods from the Company.
Company: Green Hippo Print Limited
Contract: any agreement between the Company and the Buyer for the sale and purchase of Goods, incorporating these Conditions.
Delivery Point: the place where delivery of the Goods is to take place under condition 3.
Deliverables: any Documents and materials developed by the Company in relation to the Goods in any form, including certificates, calculation details, drawings, data, reports and specifications (including drafts) that are listed in the Contract as being deliverable to the Buyer or that are delivered to the Buyer.
Document: includes, without limitation, in addition to any document in writing, any drawing, map, plan, diagram, design, picture or other image, tape, disk or other device or record embodying information in any form.
Goods: any goods agreed in the Contract to be supplied to the Buyer by the Company (including any part or parts of them).
In-put Material: all Documents, information and materials provided by the Buyer relating to the Goods or Services including (without limitation), artwork, drawings, data, reports and specifications.
Insolvency Event: a party suffers an insolvency event when he has a bankruptcy order made against him or makes an arrangement or composition with his creditors, or otherwise takes the benefit of any statutory provision for the time being in force for the relief of insolvent debtors, or (being a body corporate) convenes a meeting of creditors (whether formal or informal), or enters into liquidation (whether voluntary or compulsory) except a solvent voluntary liquidation for the purpose only of reconstruction or amalgamation, or has a receiver and/or manager, administrator or administrative receiver appointed of its undertaking or any part thereof, or documents are filed with the court for the appointment of an administrator of the Buyer or notice of intention to appoint an administrator is given by the Buyer or its directors or by a qualifying floating charge holder (as defined in paragraph 14 of Schedule B1 to the Insolvency Act 1986), or a resolution is passed or a petition presented to any court for the winding-up of the Buyer or for the granting of an administration order in respect of the Buyer, or any proceedings are commenced relating to the insolvency or possible insolvency of the Buyer or suffers or allows any execution, whether legal or equitable, to be levied on his/its property or obtained against him/it, or is unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986 or ceases to trade.
Intellectual Property Rights: all patents, rights to inventions, utility models, copyright and related rights, trademarks, service marks, trade, business and domain names, rights in trade dress or get-up, rights in goodwill or to sue for passing off, unfair competition rights, rights in designs, rights in computer software, database right, topography rights, moral rights, rights in confidential information (including know-how and trade secrets) and any other intellectual property rights, in each case whether registered or unregistered and including all applications for and renewals or extensions of such rights, and all similar or equivalent rights or forms of protection in any part of the world.
Pre-existing Materials: all Documents, information and materials provided by the Company relating to the Goods which existed prior to the commencement of the Contract including artwork, drawings, data, reports and specifications.
VAT: value added tax chargeable under English law for the time being and any similar additional tax.
2. Company's Obligations
2.1 The Company shall use reasonable endeavours to supply the Goods and to deliver the Deliverables to the Buyer, in accordance in all material respects with the Company's Proposal.
2.2 The Company shall use reasonable endeavours to meet any delivery dates specified in the Company's Proposal, but any such dates shall be estimates only and time shall not be of the essence for delivery of the Goods.
3. Delivery and Acceptance Prior to Installation
3.1 It is the Buyer's sole responsibility to inspect the goods, at the address specified by the buyer, prior to their installation / display. Inspection should cover – substrate used, colours, print quality, dimensions, perimeter or other finishing, the appearance of the Goods when they are backlit (if that is to be their use).
If that cannot be done at the Buyer's specified delivery address then arrangements can be made to carry out this inspection at the Company's premises prior to despatch of the Goods. Where the Buyer declines to carry out an inspection prior to installation it will be deemed that the Buyer has accepted the Goods as correct. If, after installation / display of the Goods, the goods are rejected for any reason whether or not such rejection has been caused by the Company's production / delivery process, then all costs to do with takedown / reinstallation / loss of media value / any other claims are the sole responsibility of the Buyer.
3.2 If for any reason the Buyer fails to accept delivery of any of the Goods when they are ready for delivery, or the Company is unable to or declines to deliver the Goods on time because the Buyer has breached any of its obligations the Company may store the Goods until delivery, whereupon the Buyer shall be liable for all related costs and expenses (including, without limitation, storage and insurance). For the avoidance of doubt any payment due upon delivery shall remain payable notwithstanding non-delivery due to the Buyer's failure to accept delivery.
3.3 Where specified in the Contract, the Company may deliver the Goods in instalments. Each separate instalment shall be invoiced and paid for in accordance with the provisions of the Contract.
3.4 Subject to the other provisions of these conditions the Company shall not be liable for any direct, indirect or consequential loss (all three of which terms include, without limitation, pure economic loss, loss of profits, loss of business, depletion of goodwill and similar loss), costs, damages, charges or expenses caused directly or indirectly by any delay in the delivery of the Goods (even if caused by the Company's negligence).
3.5 If in the Buyer's reasonable opinion the Goods are not in accordance with the Agreement the Buyer must reject them by notice in writing within 5 working days
of delivery stating in what respect he believes the Goods are deficient ("Rejection Notice"). Alternatively the Buyer shall accept them ("Acceptance"). Any delivery sent by the Company to the Buyer via overnight courier should be signed for ‘unchecked' or ‘damaged'. Failure to do so will prevent the Company from making a claim against the courier and the Company will deem that the goods have been accepted by the Buyer.
3.6 In the event of a Rejection Notice within 5 days of delivery the Buyer shall return the Goods to the Company and the Company shall repair or replace them at its option and in due course make them available for delivery again. Inspection of the goods by the Company, or its agents, will be permitted to inspect the Goods in-situ if required.
3.7 If the Buyer shall fail to issue a written Rejection Notice within 5 working days of delivery or if he shall make use of the Goods then Acceptance shall be deemed to have occurred at such time or immediately following the expiry of such period.
3.8 The Buyer should note that the Company will only issue credit notes against rejected goods on receipt of returned goods to the Company for inspection. Relevant photographic evidence of any rejection will be required prior to any replacement Goods being reprinted to show in detail the alleged problem(s). The Company reserves the right not to reprint Goods prior to having the original Goods returned in such cases where colour; and /or print quality have been highlighted as the reason for the rejection.
4.1 The Goods are at the risk of the Buyer from the date and time of delivery.
4.2 Title to the Goods shall not pass to the Buyer until the Company has received in full (in cash or cleared funds) all sums due to it in respect of:
(a) the Goods; and
(b) all other sums which are or which become due to the Company from the Buyer on any account.
4.2 The Buyer's right to possession of the Goods shall terminate immediately if:
(a) the Buyer suffers an Insolvency Event; or
(b) the Buyer encumbers or in any way charges any of the Goods.
4.3 The Company shall be entitled to recover payment for the Goods notwithstanding that ownership of any of the Goods has not passed from the Company.
4.4 The Buyer grants the Company, its agents and employees an irrevocable licence at any time to enter any premises where the Goods are or may be stored in order to inspect them, or, where the Buyer's right to possession has terminated, to recover them.
4.5 Where the Company is unable to determine whether any Goods are the goods in respect of which the Buyer's right to possession has terminated, the Buyer shall be deemed to have sold all goods of the kind sold by the Company to the Buyer in the order in which they were invoiced to the Buyer.
4.6 On termination of the Contract, howsoever caused, the Company's (but not the Buyer's) rights contained in this condition 6 shall remain in effect.
5.1 Unless otherwise agreed by the Company in writing, the price for the Goods shall be the price set out in the Company's Order Confirmation document.
5.2 The price for the Goods shall be exclusive of any VAT.
6.1 Unless otherwise agreed in writing with the Company the price for the goods is due in pounds sterling within 30 days following month end of invoice date.
6.2 Time for payment shall be of the essence
6.3 No payment shall be deemed to have been received until the Company has received cleared funds.
6.4 All payments payable to the Company under the Contract shall become due immediately on its termination despite any other provision.
6.5 The Buyer shall make all payments due under the Contract in full without any deduction whether by way of set-off, counterclaim, discount, abatement or otherwise until the Buyer has a valid court order requiring an amount equal to such deduction to be paid by the Company to the Buyer.
6.6 If the Buyer fails to pay the Company any sum due pursuant to the Contract, the Buyer shall be liable to pay any ‘late payment' fees to The Company. The Company reserves it's stay right to claim any ‘late payment' fees and compensation for debt recovery costs under the late payment legislation 2002 if not paid according to agreed credit terms.
6.7 Without prejudice to any other right or remedy that it may have, if the Buyer fails to pay the Company on the due date, the Company may suspend further production and delivery until payment has been made in full.
7.1 The Company warrants that (subject to the other provisions of these conditions) the goods shall be of satisfactory quality within the meaning of the Sale of Goods Act 1979 and be reasonably fit for use upon the Site or in the location if such details have been advised and accepted by the Company. The warranty issued will vary according to the usage and intended location of the goods, as specified by the Buyer. The Company reserves the right to revoke any warranty where the Buyer, contrary to advice given by the Company, insists on a specification of Goods that is deemed by the Company to be unsuitable for the intended usage and/or location as notified by the Buyer.
(a) Goods supplied for indoor use will be warranted for a minimum period of 12 months from date of invoice. The Company must be advised of the intended usage by the Buyer at the point of placing a Purchase Order with the Company for this warranty to be effective.
(b) Goods supplied for outdoor use will be warranted for a minimum period of 12 months from the date of invoice. The Company must be advised of the intended usage by the Buyer at the point of placing a Purchase Order with the Company for this warranty to be effective.
(c) Any signage Goods which are supplied with a 2-component water-based lacquer finish will be warranted against undue pollution and colour degradation for 2 years from date of invoice.
7.2 The Company shall not be liable for a breach of any of the warranties in condition 9.2 unless:
(a) the Buyer gives written notice of the defect to the Company, and, if the defect is as a result of damage in transit by the carrier, within 5 working days of the time when the Buyer discovers or ought to have discovered the defect; and
(b) the Company is given a reasonable opportunity after receiving the notice of examining such Goods.
7.3 The Company shall not be liable for a breach of any of the warranties in condition 9.2 if:
(a) the Buyer makes any further use of such Goods after giving such notice; or
(b) the defect arises because the Buyer failed to follow the Company's oral or written instructions as to the storage, installation use or maintenance of the Goods or (if there are none) good trade practice; or
(c) the Buyer alters or repairs such Goods without the written consent of the Company.
7.4 Subject to condition 9.3 and condition 9.4, if any of the Goods do not conform with any of the warranties in condition 9.2 the Company shall at its option repair or replace such Goods (or the defective part) or refund the price of such Goods at the pro rata Contract rate provided that, if the Company so requests, the Buyer shall, at the Company's expense, return the Goods or the parts of such Goods which are defective to the Company.
7.5 If the Company complies with condition 9.5 it shall have no further liability for a breach of any of the warranties in condition 9.2 in respect of such Goods.
8. Intellectual Property Rights
8.1 As between the Buyer and the Company, all Intellectual Property Rights and all other rights in the Deliverables and the Pre-existing Materials shall be owned by the Company. Subject to condition 10.2, the Company licenses all such rights to the Buyer free of charge and on a non-exclusive, worldwide basis to such extent as is necessary to enable the Buyer to make reasonable use of the Goods and Deliverables. If the Contract terminates, this licence shall automatically terminate.
8.2 The Buyer acknowledges that, where the Company does not own any Pre-existing Materials, the Buyer's use of rights in Pre-existing Materials is conditional on the Company obtaining a written licence (or sub-licence) from the relevant licensor or licensors on such terms as will entitle the Company to license such rights to the Buyer.
9. Limitation of Liability - The Buyer's Attention Particularly Drawn to this Condition
9.1 Subject to condition 3 and condition 9, the following provisions set out the entire financial liability of the Company (including any liability for the acts or omissions of its employees, agents and sub-contractors) to the Buyer in respect of:
(a) any breach of the Contract;
(b) any use made or resale by the Buyer of any of the Goods, the Deliverables or of any product incorporating any of the Goods; and
(c) any representation, statement or tortious act or
omission including negligence arising under or in connection with the Contract.
9.2 All warranties, conditions and other terms implied by statute or common law (save for the conditions implied by section 12 of the Sale of Goods Act 1979) are, to the fullest extent permitted by law, excluded from the Contract.
9.3 Nothing in these conditions excludes or limits the liability of the Company:
(a) for death or personal injury caused by the Company's negligence; or
(b) under section 2(3), Consumer Protection Act 1987; or
(c) for any matter which it would be illegal for the Company to exclude or attempt to exclude its liability; or
(d) for fraud or fraudulent misrepresentation.
9.4 Subject to condition 12.2 and condition 12.3:
(a) The Company shall not be liable to the Buyer for loss of profit, loss of business, or depletion of goodwill in each case whether direct, indirect or consequential, or any claims for consequential compensation whatsoever (howsoever caused) which arise out of or in connection with the Contract.
10. Force Majeure
The Company shall have no liability to the Buyer under the Contract if it is prevented from, or delayed in performing, its obligations under the Contract or from carrying on its business by acts, events, omissions or accidents beyond its reasonable control, including (without limitation) strikes, lock-outs or other industrial disputes (whether involving the workforce of the Company or any other party), failure of a utility service or transport network, act of God, war, riot, civil commotion, malicious damage, compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of plant or machinery, fire, flood, storm or default of contractors or subcontractors.