1. Interpretation

Definitions
In these Conditions, the following definitions apply:

Business Day: a day (other than a Saturday, Sunday or public holiday) when banks in London are open for business.
Conditions: the terms and conditions set out in this document as amended from time to time.
Contract: the contract between the Manufacturer and the Customer for the sale and purchase of the Goods in accordance with these Conditions.
Customer: the person or firm who purchases the Goods from the Manufacturer.
Force Majeure: as defined in clause 12.
Goods: the goods (or any part of them) set out in the Order.
Manufacturer: Dayfold Limited.
Order: the Customer’s order for the Goods, as set out in the Customer’s purchase order form.
Preliminary Work: all work done in the concept and preparatory stages including design, artwork, colour matching, consultation and file preparation.
Price Scale: the pre-negotiated price agreement between the Manufacturer and an existing Customer, subject to review to reflect material cost fluctuations.
Title: legal ownership of the goods.

Construction
In these Conditions:
A person includes a natural person, corporate or unincorporated body.
A reference to a party includes its successors or permitted assigns.
References to statutes include amendments or re-enactments.
References to writing include faxes and emails.

2. Basis of Contract

These Conditions apply to the Contract to the exclusion of any other terms. The Order constitutes an offer by the Customer to purchase the Goods. The Order is deemed accepted when the Manufacturer issues written acceptance. A quotation for Goods is not an offer and is valid for 30 days from issue.

3. Goods

The Goods are described in the Order. Where manufactured to a Customer’s specification, the Customer indemnifies the Manufacturer against any claim of infringement of intellectual property. The Manufacturer may amend the specification of the Goods if required by statutory or regulatory requirements.

4. Delivery

Delivery is complete when the Goods arrive at the location specified in the Order. Time of delivery is not of the essence. The Manufacturer is not liable for delay caused by Force Majeure or inadequate instructions. The Customer cannot reject Goods if up to 5% (one colour) or 10% (other work) variance occurs (4% and 8% respectively for quantities over 50,000). Each delivery may be invoiced separately and is payable in full regardless of other instalments.

5. Title and Risk

Risk passes to the Customer when the carrier takes possession of the Goods. Title passes only when full payment is received.

Until then, the Customer must:
– Hold the Goods as bailee.
– Store them separately and keep them identifiable.
– Maintain them in satisfactory condition and insured.
– Notify the Manufacturer of any insolvency events.

If the Customer fails to deliver up Goods upon request, the Manufacturer may enter premises to recover them.

6. Price and Payment

The price shall be determined in accordance with an existing Price Scale or, if none exists, as stated on the Order acceptance. Additional agreed costs are chargeable. Payment must be made in full by the agreed date. Time of payment is of the essence.

If work is delayed or suspended for 30 days at the Customer’s request, the Manufacturer may charge for completed work, ordered materials, and storage. Late payments accrue interest at 8% above the Bank of England base rate in accordance with the Late Payment of Commercial Debts (Interest) Act 1998.

The Customer cannot set off any sums due. The Manufacturer may set off amounts owed.

7. Credit Facilities

Credit may be granted upon satisfactory application and may be withdrawn at any time. If withdrawn, all outstanding invoices become immediately due.

8. Material Supplied or Specified by the Customer

Electronic Files
The Customer must retain a copy of all original files supplied. The Manufacturer is not responsible for checking their accuracy unless agreed in writing. If files are unsuitable for output, additional costs may be charged or the file rejected.

Other Materials
Materials supplied by the Customer remain their property and at their risk. The Manufacturer may charge for storage. If supplied materials are unsuitable, additional costs may apply. Quantities supplied must allow for normal spoilage.

9. Customer Insolvency or Incapacity

If the Customer becomes insolvent or unable to pay debts, or if bankruptcy, liquidation or administration proceedings begin, the Manufacturer may cancel or suspend deliveries and all sums become immediately due.

10. Limitation of Liability

The Manufacturer’s liability is not excluded for:
– Death or personal injury caused by negligence.
– Fraud or fraudulent misrepresentation.
– Breach of the Sale of Goods Act 1979 section 12.
– Defective products under the Consumer Protection Act 1987.

Subject to the above, the Manufacturer is not liable for loss of profit, indirect, or consequential losses.

11. Claims

For damaged or delayed goods, notice must be given in writing within three days of delivery and full claim within seven days. For non-delivery, written notice must be given within 28 days of despatch and a full claim within 42 days. All other claims must be made within 28 days of delivery.

12. Force Majeure

Neither party is liable for failure or delay caused by events beyond reasonable control, including industrial disputes, energy failure, acts of God, war, terrorism, civil unrest, natural disasters, epidemics, or supplier default.

13. General

Assignment and Subcontracting
The Manufacturer may assign or subcontract obligations. The Customer may not do so without written consent.

Notices
All notices must be in writing and sent to the registered office by hand, post, courier, fax, or email. They are deemed received after one clear Business Day if sent electronically, or after three days by post.

Third Party Rights
No third party has any rights under this Contract.

Variation
Any variation must be agreed in writing and signed by the Manufacturer.

Governing Law
The Contract is governed by English law. Both parties submit to the exclusive jurisdiction of the courts of England and Wales.

Data Protection
Personal Data shall be processed only as necessary for providing the Goods, in line with GDPR and the Manufacturer’s Privacy Policy.

Bribery Policy
The Customer must comply with all anti-bribery laws and promptly report any improper financial request.

Trade Specifics
The Manufacturer will not print material deemed illegal or libellous. The Customer indemnifies the Manufacturer against any resulting claims or costs.

Severance
If any clause is found invalid, the remaining provisions remain enforceable.

Waiver
Failure to enforce a right does not constitute waiver of future rights.