Standard Terms and Condition
FOR SUPPLY OF GOODS AND SERVICES

OF

JAMY LTD,
33 Roman Way, Godmanchester, Huntingdon, Cambidgeshire PE29 2LN
Tel: 01480 456 391
Fax: 01480 414 959
sales@jamy.co.uk
www.jamy.co.uk

1 DEFINITION
In this document the following words shall have the following meanings:

1.1 “Agreement” means these Terms and Conditions together with the terms of any applicable Specification Document:

1.2 “Customer” means the organ is at ion or person who purchases goods and services from the Supplier:

1.3 “Intellectual Property Rights” means all patents, registered and unregistered designs, copyright, trade know-how and all other forms of intellectual property wherever in the world enforceable:

1.4 “Specification Document” means a statement of work, quotation or other similar document describing the goods and services to be provided by the Supplier:

1.5 “Supplier” means Gamy Ltd., 16/17 Roman Way Small Business Park, Godmanchester, Huntingdon, Cambs PE29 2LN

2 GENERAL

2.1 These Terms and Conditions shall apply to all contracts for the supply of goods and services by the Supplier to the Customer.

2.2 Before the commencement of the services the Supplier shall submit to the Customer a Specification Document which shall specify the goods and services to be supplied and the price payable. The Customer shall notify the Supplier immediately if the Customer does not agree with the contents of the Specification Document. All Specification Documents shall be subject to these Terms and Condition.

2.3 The Supplier shall use all reasonable endeavours to complete the services within estimated time frames but time shall not be of the essence in the performance of any services.

3 PRICE AND PAYMENT

3.1 The price for the supply of goods and services are as set out in the Specification Document

3.2 The Supplier shall invoice the Customer applying the terms as agreed and set out in the Specification Document.

3.3 Prices are subject to revision in the event of any increase in costs or raw materials or other costs required to fulfil the order, between the date of confirmation of order and date of delivery to Customer.

3.4 Prices are subject to sight of artwork

3.5 Prices do not include the cost of artwork and origination which will be charged separately.

3.6 Invoiced amounts shall be due and payable within 30 days of receipt of invoice or as otherwise agreed. The Supplier shall be entitled to charge interest on overdue invoices from the date when payment becomes due from day to day until the date of payment at a rate of 1% per annum above the base rate of the Bank of England. In the event that the Customer’s procedures require that an invoice be submitted against a purchase order to payment, the Customer shall be responsible for issuing such purchase order before the goods and services are supplied.

4 SPECIFICATION OF THE GOODS

4.1 All goods shall be required only to conform to the specification in the Specification Document. For the avoidance of doubt no description, specification or illustration contained in any product pamphlet or other sales or marketing literature of the Supplier and no representation written or oral, correspondence or statement shall form part of the contract.

5 DELIVERY

5.1 The date of delivery specified by the Supplier is an estimate only. Time for delivery shall not be of the essence of the contract and the Supplier shall not be liable for any loss, costs, damages, charges or expenses caused directly or indirectly by any delay in the delivery of the goods.

5.2 The Supplier, if deems appropriate, will advise the Customer that a Courier will ship all goods and said costs will be paid for by the Customer.

5.3 All risk in the goods shall pass to the Customer upon delivery.

6 TITLE

Title in the Goods shall not pass to the Customer until the Supplier has been paid in full for the Goods.

7 CUSTOMER’S OBLIGATIONS

7.1 To enable the Supplier to perform its obligations under this Agreement the Customer shall:

7.1.1 co-operate with the Supplier;

7.1.2 provide the Supplier with any information reasonably required by the Supplier;

7.1.3 obtain all necessary permissions and consents which may be required before the commencement of the services; and

7.1.4 comply with such other requirements as may be set out in the Specification Document or otherwise agreed between the parties.

7.2 The Customer shall be liable to compensate the Supplier for any expenses incurred by the Supplier as a result of the Customer’s failure to comply with Clause 7.1.

7.3 Without prejudice to any other rights to which the Supplier may be entitled, in the event that the Customer unlawfully terminates or cancels the goods and services agreed to in the Specification Document, the Customer shall be required to pay to the Supplier as agreed damages and not as a penalty the full amount of any third party costs to which the Supplier has committed and in respect of cancellations on less than five working days’ written notice the full amount of the goods and services contracted for as set out in the Specification Document, and the Customer agrees this is a genuine pre-estimate of the Supplier’s losses in such a case. For the avoidance of doubt, the Customer’s failure to comply with any obligations under Clause 7.1 shall be deemed to be a cancellation of the goods and services and subject to the payment of the damages set out in this Clause.

7.4 In the event that the Customer or any third party, not being a sub-contractor of the Supplier, shall omit or commit anything which prevents or delays the Supplier from undertaking or complying with any of its obligations under this Agreement, then the Supplier shall notify the Customer as soon as possible and:

7.4.1 the Supplier shall have no liability in respect of any delay to the completion of any project;

7.4.2 if applicable, the timetable for the project will be modified accordingly;

7.4.3 the Supplier shall notify the Customer at the same time if it intends to make any claim for additional costs.

8 ALTERATIONS TO THE SPECIFICATION DOCUMENT

8.1 The parties may at any time mutually agree upon and execute new Specification Documents. Any alterations in the scope of goods and/or services to be provided under this Agreement shall be set out in the Specification Document, which shall reflect the changed goods and/or services and price and any other terms agreed between the parties.

8.2 The Customer may at any time request alterations to the Specification Document by notice in writing to the Supplier. On receipt of the request for alterations the Supplier shall, within five working days or such other period as may be agreed between the parties, advise the Customer by notice in writing of the effect of such alterations, if any, on the price and any other terms already agreed between the parties.

8.3 The Supplier gives written notice to the Customer agreeing to perform any alterations on terms different to those already agreed between the parties, the Customer shall, within five working days of receipt of such notice or such other period as may be agreed between the parties, advise the Supplier by notice in writing whether or not it wishes the alterations to proceed.

8.4 Where the Supplier gives written notice to the Customer agreeing to perform alterations on terms different to those already agreed between the parties, and the Customer confirms in writing that it wishes the alterations to proceed on those terms, the Specification Document shall be amended to reflect such alterations and thereafter the Supplier shall perform this Agreement upon the basis of such amended terms.

9 INSPECTION OF GOODS

9.1 The Customer shall inspect the Goods immediately on receipt thereof and shall within five working days give notice to the Supplier in detail of any ground on which the Customer alleges that the Goods are not in accordance with the Specification Document (or are defective in material or workmanship). If the Customer fails to give notice the goods shall be conclusively presumed to be in all respects in accordance with the Specification Document (and free from any defect which would be apparent on reasonable examination of the Goods) and the Customer shall be deemed to have accepted the Goods accordingly. In the event that the Customer establishes to the Supplier’s reasonable satisfaction that the goods are not in accordance with the Specification Document (or are so defective), the Customer’s sole remedy in respect of such non-accordance (or defects) shall be limited as the Supplier may elect to the replacement of the Goods or refund of the purchase price against return of the Goods.

9.2 If the Goods are lost or damaged in transit and the Customer so notifies the Supplier two clear days before notice is required to be given to the carrier of the loss or damage then the Seller will, without undertaking any liability, notify the claim to the carrier on the Customer’s behalf.

10 USE OF GOODS

10.1 (Where the goods have been manufactured or constructed according to designs or configurations or by processes specified or supplied by the Customer, the Customer represents and warrants to the Supplier that the Customer has or will have satisfied itself that all necessary tests and examinations have been made or will be made prior to the Goods being brought into use to ensure that the goods are designed, constructed and operational so as to be safe and without risk to the health or safety of workmen or others using them, and that it will take such steps as are necessary to secure that there will be available in connection with the use of the Goods at work adequate information about the use for which they are designed and have been tested and about any conditions necessary to ensure that when put to that use they will be safe and without risk to health.)

10.2 The Customer shall indemnify the Supplier against all actions, suits, claims, demands, losses, charges, costs and expenses which the Supplier may suffer or incur in connection with any claim by any third party alleging facts which established would evidence a breach of the undertakings representations and warranties on the part of the Customer contained in this clause 10.

11 MANUFACTURE

11.1 Quantities are subject to a tolerance of ± 10 per cent, the surplus or shortage to be charged or deducted pro rata.

11.2 Due to the materials being used specified dimensions are subject to a tolerance of ± 10 per cent.

11.3 Note that the process used to cast clear acrylic blocks is open to the air at the time of pouring, occasionally airborne particles get into the mix and while every effort is made to eliminate these inevitably they are sometimes visible in the finished block. No guarantee can be given as to the total absence of such particles.

12 ARTWORK AND PRINTING

12.1 All sketches and origination work shall remain the Supplier’s property unless paid for by the Customer.

12.2 No responsibility will be accepted by the Supplier for any error in proofs or printing details which have been passed by the Customer.

12.3 Quotations for printing are made subject to the suitability of artwork and are made on the basis of the use of the Supplier’s standard range of ink colours, any deviation from which may at the Supplier’s discretion be charged extra.

13 LIMITATION OF LIABILITY

13.1 Except in respect of death or personal injury due to negligence for which no limit applies, the entire liability Of the Supplier to the Customer in respect of any claim whatsoever or breach of this Agreement, whether or not arising out of negligence, shall be limited to the price paid by the Customer to which the claim relates.

13.2 In no event shall the Supplier be liable to the Customer for any loss of business, loss of opportunity or loss of profits or for any other indirect or consequential loss or damage whatsoever. This shall apply even where such a loss was reasonably foreseeable or the Supplier had been made aware of the possibility of the Customer incurring such a loss.

13.3 Nothing in these Terms and Conditions shall exclude or limit the Supplier’s liability for death or personal injury resulting from the Supplier’s negligence or that of its employees, agents or sub-contractors.

14 TERMINATION

14.1 Either party may terminate this Agreement forthwith by notice in writing to the other if;

14.2 the other party commits a material breach of this Agreement and, in the case of a breach capable of being remedied, fails to remedy it within 30 calendar days of being given written notice from the other party to do so;

14.3 the other party commits a material breach of this Agreement which cannot be remedied under any circumstances;

14.4 the other party passes a resolution for winding up (other than for the purpose of solvent amalgamation or reconstruction), or a court of competent jurisdiction makes an order to that effect;

14.5 the other party ceases to carry on its business or substantially the whole of its business; or

14.6 the other party is declared insolvent, or convenes a meeting of or makes or proposes to make any arrangements or composition with its creditors; or a liquidator, receiver, administrative receiver, manager, trustee or similar officer is appointed over any of its assets.

15 INTELLECTUAL PROPERTY RIGHTS

15.1 All Intellectual Property Rights produced from or arising as a result of the performance of this Agreement shall, so far as not already vested, become the absolute property of the Supplier, and the Customer shall do all that is reasonably necessary to ensure that such rights vest in the Supplier by the execution of appropriate instruments or the making of agreements with third parties.

16 FORCE MAJEURE

16.1 Neither party shall be liable for any delay or failure to perform any of its obligations if the delay or failure results from events or circumstances outside its reasonable control, including but not limited to acts of God, strikes, lock outs, accidents, war, fire, the act or omission of government, highway authorities or any telecommunications carrier. Operator or administration or other competent authority, or the delay or failure in manufacture, production, or supply by third parties of materials, equipment or services, and the party shall be entitled to a reasonable extension of its obligations after notifying the other party of the nature and extent of such events.

17 INDEPENDENT CONTRACTOR

17.1 The Supplier and the Customer are contractors independent of each other, and neither has the authority to bind the other to any third party or act in any way as the representative of the other, unless otherwise expressly agreed to in writing by both parties. The Supplier may, in addition to its own employees, engage sub-contractors to provide all or part of the services being provided to the Customer and such engagement shall be relieve the Supplier of it obligations under this Agreement or any applicable Specification Document.

18 ASSIGNMENT

18.1 The Customer shall not be entitled to assign its rights or obligations or delegate its duties under this Agreement without the prior written consent of the Supplier.

19 SEVERABILITY

19.1 If any provision of this Agreement is held invalid, illegal or unenforceable for any reason by any Court of competent jurisdiction such provision shall be severed and the remainder of the provisions herein shall continue in full force and effect as if this Agreement had been agreed with the invalid illegal or unenforceable provision eliminated.

20 WAIVER

20.1 The failure by either party to enforce at any time or for any period any one or more of the Terms and Conditions herein shall not be a waiver of them or of the right at any time subsequently to enforce all Terms and Conditions of this Agreement.

21 NOTICES

21.1 Any notice to be given by either party to the other may be served by email, fax, personal service or by post to the address if the other party given in the Specification Document or such other address as such party may from time to time have communicated to the other in writing, and if sent by email shall unless the contrary is proved be deemed to be received on the day it was sent, if sent by fax shall be deemed to be served on receipt of an error free transmission report, if given by letter shall be deemed to have been served at the time at which the letter was delivered personally or if sent by post shall be deemed to have been delivered in the ordinary course of post.

22 ENTIRE AGREEMENT

22.1 This Agreement contains the entire agreement between the parties relating to the subject matter and supersedes any previous agreements, arrangements, undertakings or proposals, oral or written. Unless expressly provided elsewhere in this Agreement, this Agreement may be varied only by a document signed by both parties.

23 NO THIRD PARTIES

23.1 Nothing in this Agreement is intended to, nor shall it confer any rights on a third party.

24 ARBITRATION

24.1 All disputes or (claims) arising out of or in connection with the contract shall be referred to the arbitration of a sole arbitrator to be agreed between the parties or, in default of agreement, appointed at the request of any party by the President for the time being of (the Chartered Institute of Arbitrators). Arbitration shall take place in English in London in accordance with the Arbitration Act 1996)

25 PROPER LAW

25.1 The contract shall be governed by and interpreted in accordance with English Law, and (subject to the provisions of clause 24) the Customer submits to the jurisdiction of the High Court of Justice in England, but the Supplier may enforce the contract in any court of competent jurisdiction.