Terms and Conditions



1. Definitions

In these conditions, unless the context requires otherwise:
1.1 ‘Buyer’ means the person who buys or agrees to buy the Goods from the Seller.
1.2 ‘Conditions’ means the terms and conditions of sale set out in this document or the invoice/quotation and any special terms and conditions agreed in writing by the Seller;
1.3 ‘Delivery Date’ means the estimated date of delivery if specified by the Seller in the invoice/quotation when the goods are anticipated to be delivered;
1.4 ‘Goods’ means the goods agreed to be supplied by the Seller to the Buyer in this agreement or as specified in the invoice/quotation.
1.5 ‘IPR’ means all and any Intellectual Property Rights of whatever kind and of whatsoever nature in the Goods
1.6 ‘Price’ means the price for the Goods together with Value Added Tax if applicable;
1.7 ‘Seller’ means Focalpoint Digital Limited the full address and particulars of which are specified in the invoice/quotation

2. Conditions applicable

2.1 These Conditions shall apply to all contracts for the sale of Goods by the Seller to the Buyer to the exclusion of all other terms and conditions including any terms or conditions which the Buyer may purport to apply under any purchase order, confirmation of order or similar document.
2.2 All orders for Goods shall be deemed to be an offer by the Buyer to purchase Goods pursuant to these Conditions.
2.3 Acceptance of delivery of the Goods shall be deemed conclusive evidence of the Buyer’s acceptance of these Conditions.
2.4 Any variation to these Conditions (including any special terms and conditions agreed between the parties) shall be inapplicable unless agreed in writing by the Seller.

3. Price and payment

3.1 The Price shall be price quoted. The Price is exclusive of VAT which shall be due at the rate ruling on the date of the Seller’s invoice/quotation.
3.2 Payment of the Price and VAT shall be due within strictly 30 days of the date of the invoice for the Goods. Time for payment shall be of the essence.
3.3 Interest on overdue invoices shall accrue from the date when payment becomes due from day to day until the date of payment at a rate of 4% above the base rate of the Sellers bankers from time to time in force and shall accrue at such a rate after as well as before any judgment.

4. Cancellations of Photography

Unless otherwise agreed by the Buyer and Seller in writing, should the work be cancelled within three working days of the due start date, the Seller reserves the right to charge the full amount as quoted on the sellers quotation. In addition, any associated costs in relation to the cancelled Goods shall be recovered (such as set-building and, if applicable, any third-party charges).

5. The Goods

The quantity and description of the Goods shall be as set out in the Seller’s quotation. 5.1 Items brought to the Sellers address become the sellers property after 6 months from the delivery date to dispose of as the seller sees fit.

6. Warranties and liability

6.1 The Seller warrants that the Goods supplied will at the time of delivery correspond to the description given by the Seller. Except where the Buyer is dealing as a consumer (as defined in the Unfair Contract Terms Act 1977 Section 12 and/or the Unfair Terms in Consumer Contracts Regulations 1999 Regulation 3(1)) all other warranties, conditions or terms relating to fitness for purpose, quality or condition of the Goods, whether express or implied by statute or common law or otherwise are excluded to the fullest extent permitted by law.

6.2 The Seller takes no responsibility for the state of repair order or condition of the subject matter of any images supplied.

7. Delivery of the Goods

The Goods will be either delivered to the Buyer by electronic means (for example FTP) to the Buyer’s address specified in the invoice/quotation or presented ready for collection by the Buyer. The Goods may be delivered in advance of the Delivery Date. The Buyer shall make all arrangements to take delivery or collection of the Goods whenever they are tendered for delivery/collection.

8. Acceptance of the Goods

8.1 The Buyer shall be deemed to have accepted the Goods 24 hours after delivery to the Buyer.
8.2 After acceptance the Buyer shall not be entitled to reject Goods which are not in accordance with the contract.
8.3 If the Goods are transmitted by electronic means they shall be deemed to have been received the next working day
8.4 If the Goods are supplied via Royal Mail they will be sent by first class prepaid post and shall be deemed to have been received on the third working day after posting by the Seller.

9. Title and risk

9.1 Risk in the Goods shall pass to the Buyer on delivery.
9.2 Title in the Goods shall pass to the Buyer on payment of the Price.

10. Remedies of Buyer

10.1 Where the Buyer rejects any Goods then the Buyer shall have no further rights whatever in respect of the supply to the Buyer of such Goods or the failure by the Seller to supply Goods which conform to the contract of sale.
10.2 Where the Buyer accepts or has been deemed to have accepted any Goods then the Seller shall have no liability whatever to the Buyer in respect of those Goods.
10.3 The Seller shall not be liable to the Buyer for late delivery or short delivery of the Goods.

11. IPR

All IPR in the Goods is reserved to the Seller, unless otherwise agreed in writing between the Seller and the Buyer.
11.1 Where the Buyer provides any product or artwork to the Seller for photography, scanning or reproduction of any kind, the buyer agrees to own copyright or to have permission from the copyright owner for any work undertaken by the seller. Any legal challenge or dispute regarding copyright is the sole responsibility of the Buyer.

12. Entire Agreement

These conditions of sale together with the Seller’s invoice/quotation constitute the entire contract between the parties.

13. Proper law of contract
This contract is subject to the law of England and Wales.

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