Terms and Conditions
1. BASIS OF PROJECT
1.1 We, SAIL shall sell and you, the Customer, shall buy the Goods subject to these Conditions which govern the contract between us to the exclusion of any other terms which you may ask us to sign or which you may supply.
1.2 Any variation to these Conditions is of no effect unless agreed in writing by our authorised representative.
1.3 “Goods” means the goods and/or services which we are supplying in accordance with these Conditions.
2. QUOTATIONS AND ORDERS
2.1 Our quotation is not an offer. Quotations are valid for 30 days only and subject to withdrawal or revision at any time before acceptance of orders by us.
2.2 You are responsible for ensuring that your order is accurate and for giving us all the information we need to complete the order.
2.3 Your order is not accepted until we con rm in writing or (if earlier) we supply the Goods to you.
All our descriptions and illustrations are intended to present a general idea of the Goods described and do not form part of the contract between us. Whilst every effort will be made to supply the Goods in accordance with the quality of samples submitted or quoted for, this cannot be guaranteed and no condition or warranty to this effect shall be implied.
4. CANCELLATION AND DELAY
4.1 Once accepted, an order may not be cancelled without our written agreement and on terms that you indemnify us against all loss (including loss of profit) and expenses incurred as a result of cancellation.
4.2 We will not be liable to you or be in breach of contract by reason of delay or failure to perform any of our obligations if the delay or failure was due to any cause beyond our reasonable control.
5.1 We reserve the right by giving notice before delivery or supply to increase the price of the Goods to in response to any increase in cost to us.
5.2 Prices quoted by us are exclusive of costs of delivery and any applicable VAT, unless otherwise stated.
6.1 Payment for the Goods is due and payable 30 days after date of invoice without deduction or set-off. However, payment is due and payable immediately upon cancellation or termination of the contract between us.
6.2 We will submit invoices as outlined in the payment schedule. If completion takes longer than one month from the date of our acceptance of your order to achieve, we will be entitled to render interim invoices at appropriate times to cover the work carried out in the period to which the invoice relates.
6.3 If you fail to make payment on the due date the total price of the Goods becomes due and payable without demand and we may:-
6.3.1 cancel the contract between us; and/or 6.3.2 suspend further deliveries; and/or
6.3.3 claim interest and debt recovery costs under the Late Payment of Commercial Debts (Interest) Act 1998 and the Late Payment of Commercial Debts Regulations 2002 (before and after judgment).
7. DELIVERY AND PERFORMANCE
7.1 Delivery of the Goods shall be made by you collecting the Goods from us after we have noti ed you that the Goods are ready for collection or, if delivery is to be made by us, by us delivering the Goods.
7.2 Any dates for delivery and/or performance are approximate only.
7.3 Where Goods and/or Services are supplied by instalments, each instalment is a separate contract. Failure by us to deliver or perform any instalment will not entitle you to treat the contract as a whole as repudiated.
8. RISK AND PROPERTY
8.1 The Goods remain our property until we receive their full price together with the full price of any other goods you have contracted to buy from us.
8.2 Risk in the Goods passes to you on delivery.
9. RESALE OF GOODS
If any item comprised in the Goods is resold, you must bring to the purchaser’s attention all our instructions and/or recommendations for use which are packed with or appearing on the Goods or which have been noti ed to you. The copyright for any royalty free photo library images purchased on behalf of the client remains with the photo library and must not be resold or reused.
10. Third party contracts
Sail Creative may contract with other creative professionals to provide services such as web development, photography, and illustration. Any third party terms and conditions will include full reproduction rights for the client. Where such contracting adds to the project cost, the client will first be asked for permission to proceed.
11. LIMITATION OF LIABILITY – YOUR ATTENTION IS PARTICULARLY DRAWN TO THIS CONDITION
11.1 The following sets out our entire financial liability (including any liability for the acts or omissions of our employees, agents or subcontractors) to you in respect of any breach of these Conditions and any representation, statement or act or omission (including negligence) arising under or in connection with the contract between us and in respect of any contemplated performance or lack of performance.
11.2 All warranties, conditions or other terms implied by statute, common law, trade usage or otherwise are excluded to the fullest extent permitted by law but this exclusion does not apply to:-
11.2.1 any implied condition that we have the right to sell the Goods or when ownership is to pass; or
11.2.2 where the Goods are sold to a person dealing as a consumer within the meaning of the Unfair Contract Terms Act 1977, any implied term relating to the conformity of the Goods with their description or sample or as to their quality or tness for a particular purpose.
11.3 The statutory rights of consumers are not affected.
11.4 Nothing in these Conditions excludes or limits our liability for death
or personal injury caused by our negligence or for fraudulent misrepresentation.
11.5 Subject to conditions 10.2 and 10.4:-
11.5.1 our total liability in contract, tort (including negligence or breach of statutory duty), misrepresentation or otherwise, arising in connection with the performance or contemplated performance of the contract between us shall be limited to the contract price; and
11.5.2 we shall not be liable to you for any loss of pro t, loss of production, depletion of goodwill or any indirect loss, damage, costs or expenses whatsoever which arise out of or in connection with the contract between us.
11.6 You agree to indemnify us against any losses, claims, costs or expenses incurred by us towards a third party arising out of or in connection with Goods or Services supplied by us or their operation or use and whether arising by reason of our negligence or otherwise.
11.7 Any claim by you which is based on any defect in the quality or condition of the Goods or their failure to correspond with speci cation must be noti ed to us in writing within seven days from date of delivery or within a reasonable time after discovery of the defect or failure. If no such noti cation is received, you are not entitled to reject the Goods and must pay their price.
11.8 Where any valid claim in respect of any of the Goods is notified to us in accordance with these Conditions, we shall be entitled to repair or replace the Goods (or the part in question) free of charge or refund to you the price of the Goods (or a proportionate price of the Goods), but then we shall have no further liability to you.
11.1 Each of our rights or remedies is without prejudice to any other right or remedy we may have.
11.2 If any provision of these Conditions is found by any competent authority to be invalid, unenforceable or unreasonable, the remainder shall not be affected.
11.3 Failure or delay by us in enforcing or partially enforcing any provision of these Conditions is not a waiver of any of our rights.
11.4 Any waiver by us of any breach by you is not a waiver of any subsequent breach.
11.5 These Conditions and the contract between us do not create, confer or purport to confer any bene t or right enforceable by any person not a party to it by virtue of the Contracts (Rights of Third Parties) Act 1999.
12. ENGLISH LAW
These Conditions and the contract between us are subject to English law and the exclusive jurisdiction of the English courts.