The “Buyer” means the person purchasing information leaflets from the Seller in accordance with the Order;

The “Delivery Date” means the day specified in the Order for delivery of the Goods;

The “Generic Goods” means those generic information leaflets written and produced by the Seller and already existing at the date of the Purchase Order;

The “Bespoke Goods” means the bespoke information leaflets containing the Material;

The “Goods” means those Generic Goods or Bespoke Goods as specified in the Seller's quotation or the Purchase Order, when accepted in writing by both parties and which shall correspond to the Sample Quality;

The “Sample Quality” means the physical properties of the paper, print and style of the sample of the Generic Goods already provided by the Seller;

The “Intellectual Property Rights” means all copyright, designs, patents and trademarks whether registered or unregistered subsisting in the Goods whatsoever;

The “Material” means the clearly written text in plain English (or such other language as may be designated in the Purchase Order) created by the Seller and contained in the Bespoke Goods;

The “Order” is the sheet to which these Conditions are attached setting out the Goods required and agreed by both the Buyer and the Seller;

The “Contract” comprises the terms and conditions set out below (the “Conditions”) and any written amendments to the Conditions, agreed in writing by both Seller and Buyer.

2. PREVAILING CONDITIONS
The Seller shall sell and the Buyer shall purchase the Goods set out in the Order subject to these Conditions:

a) All Orders are only accepted and will only be processed under these Conditions which shall override any terms or conditions incorporated or referred to by the Buyer in the Order.
b) Any special terms and conditions or alterations to these Conditions must be agreed in writing between the Buyer and the Seller.
c) All quotations and their Samples are subject to withdrawal or amendment at any time prior to the Seller’s acceptance of an Order.
d) At any time, the Seller may correct, and shall not be liable for, any typographical, clerical or arithmetical error in any sales literature, price list, quotation, invoice, statement or other documentation created by it.
e) The quantity of the Goods shall be that set out in the Order and the Goods shall conform to the Sample Quality, if accepted by both parties.
f) The Seller reserves the right to amend the specification of the Goods in order to conform with applicable statutory European Community requirements or in any other way which does not materially affect their Sample Quality.
g) The Buyer indemnifies the Seller in full against all loss (including loss of profit), costs, damages, charges and expenses incurred by the Seller as a result of cancellation.

3. APPROVAL OF MATERIAL
a) Upon the completion of any Material the Seller shall notify the Buyer and deliver the text of the Material requesting approval of the same.
b) The Buyer shall consider the Material and within 10 days shall notify to the Seller, either approval of, or request amendment of, the Material.
c) Should the Buyer fail to respond within 10 days of notice from the Seller, the Material shall be deemed approved for the purposes of Clause 9 below.

4. PRICE
a) The Goods are sold at the Seller’s quoted price at the date of acceptance of the Order. All prices quoted are valid for 30 days unless earlier accepted by the Buyer.
b) Upon written notice to the Buyer, the Seller may increase the price of the Goods to reflect any increase in the cost of supply to the Seller which is due to factors beyond the control of the Seller.
c) Any sums payable under the Contract are exclusive of Value Added Tax and the Buyer must pay any Value Added Tax which is payable and imposed on the Goods at the same time and in the same manner as making payment of the price as set out in Clause 5 below.

5. PAYMENT
a) Unless otherwise agreed in writing between the Buyer and the Seller, the Seller shall invoice the Buyer stating the agreed Delivery Date. The Buyer shall make full payment for the Goods prior to the Delivery Date.
b) If the Buyer fails to make payment in accordance with Clause 4a) above, the Seller may charge interest on the outstanding amount at 4% above the passing base rate of the National Westminster Bank from time to time in force from the Date of Delivery.

6. DELIVERY
a) The Seller shall deliver the Goods on the Delivery Date, however time shall not be of the essence of the Contract and failure by the Seller to make delivery on any particular date shall not entitle the Buyer to terminate its agreement to purchase the Goods or refuse delivery of the Goods or claim for expenses, loss of profits or other consequential losses whatsoever.
b) The Delivery Date for delivery of the Goods is necessarily approximate and the Seller shall not be liable for any delay in the delivery of the Goods, however caused.
c) The delivery address shall be that stated on the Buyer’s Order and any changes to the stated delivery address must be notified in writing to the Seller not less than 3 working days before the Delivery Date.
d) If the Seller or the Seller’s agent fails to deliver the Goods for any reason other than a cause beyond the Seller’s or the Seller’s Agent’s reasonable control or the Buyer’s fault, the Seller will be liable to the Buyer for the excess (if any) of the cost to the Buyer of similar goods to replace those not delivered over the price of the Goods.
e) If the Buyer fails to take delivery of the Goods on the Delivery Date or provides inadequate delivery instructions then the Seller may store the Goods and charge the Buyer for storage costs until delivery is made.

7. RISK AND TITLE
a) Risk in the Goods shall pass to the Buyer upon delivery.
b) Notwithstanding Clause 7 a) the Seller shall remain the owner of the Goods until the Buyer has paid the Seller in full in cleared funds.
c) Until full payment has been made the Buyer shall hold the Goods only as the Seller’s bailee and will keep them at no cost to the Seller at the delivery address.

8. INTELLECTUAL PROPERTY RIGHTS
The Intellectual Property Rights are and shall remain in the ownership of the Seller and/or its suppliers at all times, and shall not be copied, reproduced or published, distributed or otherwise disseminated to the public in any format other than as delivered to the Buyer under any circumstances. The Buyer will take reasonable steps necessary to protect the Intellectual Property Rights related to its use and possession of the Goods ALL RIGHTS NOT EXPRESSLY GRANTED HEREIN ARE RESERVED TO THE SELLER.

9. WARRANTIES, LIABILITY & DISCLAIMERS
a) Except as otherwise stated in these conditions, and provided full payment has been made for the Goods by the due date, the Seller, warrants only that the Material will be original and not copied from any third party source.
b) The Seller shall not be liable to the Buyer in any way by reason of Act of God, explosion, flood, tempest or fire.
c) The Seller accepts no liability whatsoever for the Goods if they have been approved in accordance with Clause 3 above.
d) IN NO EVENT SHALL THE SELLER BE LIABLE FOR ANY CONSEQUENTIAL, INDIRECT, INCIDENTAL, PUNITIVE, SPECIAL OR OTHER RELATED OR SIMILAR DAMAGES WHATSOEVER, INCLUDING WITHOUT LIMITATION, DAMAGES FOR LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION, LOSS OF BUSINESS INFORMATION, AND THE LIKE CONNECTED WITH THE USE OF THE GOODS, AND FOR ANY CAUSE OF ACTION, INCLUDING CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, EVEN IF THE SELLER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

10. INDEMNITIES
a) If any claim is made against the Buyer that the Goods infringe or that their use infringes the patent, copyright, design, trade mark or other intellectual property rights of any other person, then unless the claim arises from the use of any material, and/or information supplied by the Buyer, the Seller shall indemnify the Buyer against all loss, damages, costs and expenses incurred by the Buyer in connection with the claim provided that the Seller is in control of proceedings or negotiations in connection with the claim, the Buyer provides the Seller with all reasonable assistance with such proceedings and the Buyer does nothing to invalidate any insurance policy which the Buyer may have in relation to such infringement.
b) The Buyer indemnifies and holds the Seller harmless from all claims, loss, costs and expenses arising from the Buyer’s use of the Goods approved pursuant to Clause 3 above.

11. INSOLVENCY OF BUYER
If the Buyer becomes insolvent then the Seller, without prejudice, shall be entitled to cancel the Contract or suspend further deliveries under the Contract without any liability to the Buyer. If the Goods have been delivered but not paid for, the price shall become due immediately and payable notwithstanding any previous agreement or arrangement to the contrary.

12. INVALIDITY OF PART
The invalidity of unenforceability for any reason of any part of the Contract shall not prejudice or affect the validity or enforceability of the remainder.

13. COMPLETE AGREEMENT
The parties acknowledge that the terms of the Contract contain the whole agreement between them and that no representations or warranties other than those contained in the Contract have been made between them in relation to the Goods.

14. JURISDICTION
This Contract shall be governed by the Laws of England and Wales and any dispute shall be referred to the High Court of Justice in England.