TERMS and CONDITIONS of BUSINESS

DEFINITIONS
"‘Digital Print &  CNC Solutions LTD."
‘Contract’ Any Contract between the Company and the Customer for the sale and purchase of goods incorporating
these conditions.
‘Services’ Any services agreed in the Contract to be supplied by the Company.
‘Goods’ Any goods agreed in the Contract to be supplied by the Company including any parts or parts of them.
‘Customer’ The individual, firm, company or other party to whom the Company supply.
‘Intellectual Property rights’’ Any copyrights, letters, patents, knowhow, inventions, models, registered and
unregistered designs, trade and service marks, trade names, logos, patent applications, rights in the
nature of copyrights and all other similar rights of the Goods and Services where applicable.

1. CONTRACT - GENERAL INFORMATION AND LIABILITY LIMITATION
1.1 All quotations, orders and Contracts for goods and services shall be subject to these conditions to the exclusion of all terms contained in, deduced with, or endorsed on the Customer's purchase order, confirmation of order, specification or other documentation issued by the Customer.
1.2 Each order or acceptance of a quotation by the Customer from the Company shall be deemed to be an offer by the Customer to purchase goods subject to these conditions.
1.3 No order placed by the Customer shall be deemed to be accepted by the Company until a written acknowledgement of order is issued by the Company or (if earlier) the Company delivers the goods to the Customer
1.4 The following sets out the entire financial liability of the Company (including any liability for the acts or omissions of its employees, agents and sub-contractors) to the Customer in respect of: (a) any breach of these conditions (b) any use made or resale by the Customer of any of the goods, or of any product incorporating any of the goods; and (c) any representation, statement or tortious act or omission including negligence arising under or in connection with the contract.
1.5 Nothing in these conditions excludes or limits the liability of the Company: (a) for death or personal injury caused by the Company's negligence; or (b) under section 2(3), Consumer Protection Act 1987; or (c) for any matter which it would be illegal for the Company to exclude or attempt to exclude its liability; or (d) for fraud or fraudulent misrepresentation
1.6 The Company’s total liability in contract, including negligence or breach of statutory duty, misrepresentation, and restitution or otherwise, arising in connection with the performance or contemplated performance of the contract shall be limited to the contract price. The Company shall not be liable to the Customer for any pure economic loss, loss of profit, loss of business, depletion of goodwill or otherwise, in each case whether direct, indirect or consequential, or any claims for consequential compensation whatsoever (howsoever caused) which arise out of or in connection with the contract.

2.PATENTS AND DESIGN
2.1 Where the Company advises the Customer on matters of design and specification of goods for specific bespoke applications the Customer remains the design authority and shall satisfy itself that such advice, designs and specifications will be fit for the Customer's intended purpose.
2.2 The Customer agrees to indemnify the Company against all claims for damages or costs and against all liability in respect of any assistance provided by the Company in the design and specification of goods for specific bespoke applications.
2.3 Where goods are made to the Customers specification, instructions or design, the Customer undertakes full responsibility for the suitability and accuracy of the specification, instructions or design and undertakes to indemnify the Company against any infringement of any patent, registered design, trade mark, trade name or copyright and any loss, damage or expense which it may incur by reason of such infringement.
2.4 The Customer shall not use the goods or any specifications or drawings for the purpose of designing or manufacturing identical goods without the Company's prior written consent and all patents, registered designs, copyright and other intellectual property rights in connection with the goods which the Company may have shall remain the property of the Company.
2.5 All samples, drawings, descriptive matter, specifications and advertising issued by the Company and any description or illustration contained in the Company's catalogues, brochures or website are issued or published for the sole purpose of giving an approximate idea of the goods described in them. They shall not form part of the contract and are not a sale by sample.

3. QUOTATIONS
3.1 All quotations are based on current rates for labour, materials and overheads. Quotations are valid for 25 days subject to the Company reserving the right to increase its prices to fairly represent any increase in the cost of raw materials used in the manufacture of the goods. Thereafter the Company reserves the right to vary or cancel its quotation.
3.2 Cancellation by the Customer will only be accepted at the discretion of the Company and in such case any costs or expenses incurred by the Company up to the date of cancellation and any loss resulting to the Company by reason of such cancellation will be paid by the Customer forthwith. Any acceptance of such cancellation will only be binding by the Company if in writing.

4.DELIVERY
4.1 Unless otherwise agreed in writing by the Company, delivery of goods will be by means most convenient to the Company to the address or addresses specified by the Customer. Offloading and positioning of goods shall be at the Customers risk. If the Customer specifies transportation by any means other than those most convenient and customarily used by the Company, the Customer shall be responsible for and pay for delivery direct.
4.2 No claim for damage in transit, shortage of delivery or loss of goods will be entertained unless the Customer has given written notice of such damage, shortage or loss within 4 days of receipt of goods or (in case of total loss) on receipt of the invoice or other notification of dispatch. The Company's liability, if any, shall be limited to replacing or (in its discretion) repairing such goods and if requested the Customer will return such damaged goods to the Company within 14 days. The Customer shall not be entitled to make any claim against the Company for consequential loss arising out of such damage shortage or loss as aforesaid.
4.3 Should the Company be delayed in or prevented from making delivery of the goods due to war, Governmental or Parliamentary restrictions, strike, lock-outs, fire, floods, explosions, labour disturbances, trade disputes, damage to or destruction of the goods, breakdown of machinery, shortages of labour or raw materials or Act of God or due to any other cause whatsoever beyond the reasonable control of the Company the Company shall be at liberty to cancel or suspend the order placed by the Customer without incurring any liability for any loss or damage arising therefrom.
4.4 While the Company will endeavor to deliver the goods by any date or within any period agreed upon, such dates and periods are estimates only given in good faith and the Company will not be liable for any penalty, loss, injury, damage or expense directly or indirectly consequent upon any delay or any failure in delivery. Moreover, the Company shall be entitled to defer delivery until any monies due from the Customer have been received. Any such delay does not entitle the Customer to cancel any order, refuse to accept or repudiate any contract for work to be done.
4.5 If for any reason the Customer fails to accept delivery of any of the goods when they are ready for delivery, or the Company is unable to deliver the Goods on time because the Customer has not provided appropriate instructions, documents, licences or authorization then the following applies: (a) risk of the goods shall pass to the Customer; (b) the goods shall be deemed to have been delivered; (c) the Company may store the goods until delivery, whereupon the Customer shall be liable for any related costs and expenses incurred.

5. EXPORT
5.1 Any liability for any damage shortage or loss of goods during transit outside the UK will be claimed in accordance with the recruited shipping company’s terms of contract.

6.PAYMENT
6.1 Each Contract shall be considered a separate and independent transaction, and payment shall be made accordingly. If delivery is delayed by the Customer, payments shall become due on the date when the Company is prepared to make delivery. Products held for the Customer shall be at the risk and expense of the Customer as aforesaid.
6.2 Unless other terms are agreed in writing between the parties payment will be made to the Company not later than 30 days from the date of invoice.
6.3 Until full payment has been received by the Company for all goods or services supplied at any time by the Company to the Customer the following terms apply. (a) property in the goods shall remain in the Company (b) if the goods have been delivered before payment by agreement, the Customer shall store the goods in such a way that they can be readily identified as the property of the Company (c) if a Customer is in default for longer than 14 days in the payment of any sum whatsoever due to the Company or if any bill of exchange, cheque or other negotiable instrument drawn or accepted or endorsed by the Customer in favour of the Company is dishonoured on presentation for payment or if a receiver or administrator is appointed over any of the assets or the undertaking of the Customer or the Customer goes into voluntary liquidation otherwise than for the purpose of reconstruction or amalgamation or causes a meeting of or makes any arrangement or composition with creditors or commits any act of bankruptcy, the Customer shall place the product at the disposal of the Company who shall be entitled to enter upon the premises of the Customer for the purpose of removing such products from the premises.
6.4 Where payment is made by cheque the Company shall not be deemed to have received payment until the cheque has been cleared.
6.5 Until payment is received and cleared, the risk in any goods delivered shall pass to the Customer on delivery.
6.6 Time for payment shall be the essence of the Contract and without prejudice to any other rights of the Company, interest may be payable on all overdue accounts at 4 per cent over HSBC Bank base lending rate.
6.7 The Customer shall not be entitled to withhold payment of any sums due to the Company by reason of any disputed claim of the buyer for defective goods or alleged breach of Contract by the Company unless such claims have been notified to the Company in writing.
6.8 No deductions shall be made by the Customer by way of any set off or counter claim however arising.

7. CUSTOMER'S GOODS
7.1 The Company shall not be responsible for any loss or damage to the Customer's goods, however caused (including fire, explosion, accident, negligence, error, defective workmanship and any acts or omissions etc.) whether or not caused in fulfilment of a Contract.
7.2 Whilst in the Company's possession or that of a sub-contractor or in transit, all Customers’ goods are at the Customer's risk in all respects.

8.  Act of God
8.1 If events beyond the reasonable control of either party (including without limitation to the generality of the foregoing words, force majeure, war, act of terrorism, riot, strikes, lockouts, act of God, storm, fire, earthquake, explosion, flood, trade disputes, shortage of raw materials or supplier and Government action) prevent or hinder the provision of services or the manufacture, delivery or acceptance of the goods, delivery or service may be suspended in whole or in part and the affected party shall immediately give notice in writing thereof to the other party. Suspension of delivery or service shall continue so long as manufacture, delivery or acceptance of goods or provisions or the services is so prevented or hindered, and the original time for delivery or service shall be extended by the period of any such suspension. If such suspension continues for longer than 90 days in respect of any goods or services either party shall have the option to terminate the contract with regard to such goods or services. Neither party shall be liable for any loss caused to either party through neither suspension nor termination of a Contract except when the Company has incurred expenditure due to the special nature of the Customer’s order. In such case the Customer will reimburse the Company any such expense incurred.

9. CLAIMS
9.1 Any claims of whatever nature arising out of this Contract shall be notified to the Company in writing.

10. WARRANTY
10.1 The Company warrants the goods specified under its ‘Complete Care’ post sale support service against defective materials and faulty workmanship. The terms and conditions for all post-sale service support options including warranty can be found in ‘Complete Care Terms and Conditions UK’ and ‘Complete Care Terms and Conditions Ireland’. All other warranties or conditions, statutory to the extent allowed by law or otherwise, are specifically excluded.

11. GENERAL DATA PROTECTION REGULATION
11.1 The Company operates in compliance with the ‘General Data Protection Regulation’. To view the terms and conditions under which the Company collects, stores and process personal data, please refer to the Companies ‘Data Protection Notice’.ller