| 1. These Conditions apply to any
contract entered into with or by Castle Industries Limited ('the
Company') for the sale of heat transfer printing paper or other
materials (thereinafter called "the goods") unless the
Company expressly agrees in writing to the contrary. 2. COST VARIATION - Price lists and quotations are based on costs of production at the date of issue of the price list or submission of the quotation and are subject to amendments at the Company's discretion at or any time after acceptance of the contract to meet any rise or fall in such costs. V.A.T. is not included in price lists or quotations and will be levied at the rate applicable at the date of invoice. The Company reserves the right to refuse to allow deductions from its accounts unless it has agreed to them. 3. PROOFS - The Customer may be charged extra for any alterations or corrections required on or after the first proof and for proofs submitted for approval even if not accepted by the Customer. 4. VARIATION IN QUANTITY AND DIMENSIONS (i) If the quantity of goods delivered is greater or less than that stated in the contract then the Customer shall accept the quantity delivered subject to pro-rata variation in the price up to the following maxima :- For orders of less than 5,000 metres - plus or minus 10% of the order For orders of more than 5,000 metres and less than 10,000 metres - plus or minus 7.5% of the order For orders of more than 10,000 metres and less than 20,000 metres - plus or minus 5% of the order For orders of 20,000 metres or more - plus or minus 2.5% of the order (ii) The width of the reel may vary by plus or minus 8 mm. 5. CLAIMS AND COMPLAINTS - Claims arising from damage or delay to goods in transit must be made in writing to the Company and to the carrier within three days of the receipt of the goods by the Customer and claims for total or partial non-delivery must be made within fourteen days of despatch by the Company of the goods to destinations in Europe and within eight weeks of despatch by the company of goods in case of other destinations. In the event of any complaint, the Customer must inform the Company of the alleged defect in the goods by recorded delivery or other similar communication within two weeks of receipt of the goods and pending investigation by the Company will preserve the defective goods intact and will permit the Company or its Agents to examine the goods. 6. AVAILABILITY OF GOODS - The goods are supplied subject to availability and except where the Customer has purchased an exclusive design there is no guarantee that any design is available whether or not included in the Company's design book for the time being. Where an exclusive design has been purchased then it will not be exclusively available after the period of nine months from the date of the last order for the goods of that exclusive design and thereafter the Company may either sell that exclusive design to another company or cease to have it available. 7. PERFORMANCE OF THE CONTRACT (i) Due performance of any contract is subject to cancellation or necessary variation by the Company as the result of any labour dispute or any cause whatsoever beyond the Company's control. (ii) The Company shall be entitled to withhold any goods in whole or in part or to cancel any order in whole or in part where the Customer during the performance of the contract defaults in any payments whether under the contract or in respect of any of the products of the Company supplied to the Customer or the Customer is adjudicated bankrupt or makes any arrangements with his Creditors compounding debts or enters into liquidation whether voluntarily or suffers a receiver to be appointed and this right shall be in addition to any other right or remedy the Company may possess. (iii) Payment shall be made in full on due date at the offices of the Company. Interest at 1.5% per calendar month may be charged on all accounts unpaid beyond the due date. The Company shall have a general lien on all goods or property of the Customer in the Company's possession or care in respect of all monies due from time to time by the Customer and shall be entitled to sell or otherwise dispose of such goods or property and apply for proceeds towards settlement of any sum due by the Customer to the Company without prejudice to any other rights the Company may have. 8. PROPERTY IN THE GOODS (i) Without prejudice to the Company's other rights the Goods shall remain the property of the Company until all payments have been made under the Contract for Sale and during any such time the Customer shall keep the goods safe and in good condition and not dispose of same or part with them to any third party without the approval of the Company. (ii) The Customer shall on behalf of the Company fully insure the goods or any part thereof while remaining the Company's property after delivery until the property therein passes from the Company to the Customer (iii) The Customer may only cut up or process or modify the goods in such manner as adds to their value while they remain the Company's property and shall not be entitled to any compensation for any loss in the event of the Company repossessing the goods so cut up or processed modified. (iv) The Customer hereby authorises the Company to enter its premises for the purposes of exercising the foregoing right to repossess the goods. (v) If before the property has passed to the Customer the Customer shall sell the goods whether in their original form or cut up processed or modified as aforesaid, and whether with the approval of the Company or in breach of this condition, the Customer shall hold the proceeds of such sale strictly as a trustee for the Company and shall promptly on receipt of the proceeds thereof account to the Company. Where goods have been sold under this condition, until such time as the Customer's client shall have made payment to the Customer, the Customer authorises the Company to require the Customer's client to make payment for the goods directly to the Company whose receipt therefore shall be a good and sufficient discharge for the payment obligation owed by the Customer's client to the Company. 9. ENGRAVING CHARGES - Where the Company engraves a screen or screens for the Customer on the basis that the cost of the screen(s) and engraving is to be recovered within the price of the printed paper to be supplied in the design concerned then, if the Customer does not purchase printed paper within twelve weeks of initial sampling, the Company will be entitled to charge the Customer at normal market price(s) for such screen(s) and engraving. 10. DELIVERY - Every endeavour will be made to comply with delivery dates, but the Company is under no liability howsoever caused. 11. DESIGN/MATERIALS - If the Customer requests or requires the Company to make use of any design or materials in the production of the goods ordered by the Customer then the Customer will assume responsibility of the result of the incorporation of those materials or designs in the production of the goods supplied to Customer and for the consequences of the use of such goods. 12. COPYRIGHT PATENTS DESIGNS - The Company assumes that the Customer is the holder of the copyright, or design-right, of every design that is presented for engraving or printing; and that the Customer temporarily licenses this right to the Company to enable the Company to supply the design to the Customer on an exclusive basis. The Customer shall indemnify and keep indemnified the Company from and against all claims costs expenses damages or losses in respect of any infringement or alleged infringement of a patent copyright design or trademark registration or any similar form or protection in respect of the production or sale of any goods specified or authorised by the Customer. The Company gives no warranty (and none shall be implied) that the Goods or their sale or use shall not infringe copyright patent design or trademark registration or other similar forms of protection belonging to any third party. Sale of the Goods shall not imply or include the sale assignment or passing of any copyright to the Customer. 13. FORCE MAJEURE - Every effort will be made to carry out the contract but its performance is subject to cancellation by the Company or to such variation as it may find necessary as a result of inability to secure labour, materials or supplies or as a result of any Act of God, War, Strike, Lockout or other labour dispute, Fire, Flood, Drought, Legislation or other cause (whether of the foregoing class or not) beyond the Company's control. 14. LIABILITY The liability of the Company for any direct loss shall be limited to the cost of replacing the goods in question and the Company shall be under no liability howsoever arising for any indirect or consequential loss or damage or for claims made by any third party against the Customer. Neither shall the Company be bound in any way by any settlement between the Customer and his client, or by any survey or award as between them, unless the Company has agreed thereto in writing or has been a party thereto. The Company will accept liability only up to a maximum of 10 metres of fabric that is calendered with heat-transfer paper that is allegedly faulty. These conditions exclude any and every condition warranty guarantee or obligation whatsoever whether statutory or otherwise expressed or implied and whether in Contract or in tort, or otherwise relating to the goods. 15. These Terms and Conditions shall be governed by Manx Law and any action arising therefrom shall be determined by the Courts of the Isle of Man. |