Terms and Conditions of Trading

TYPING OVERLOAD LTD (the Company)

ACCEPTANCE OF ORDERS

1. All contracts shall be governed by English law. The Uniform Laws on International Sales are hereby excluded. No actions or proceedings of any nature shall be initiated against the company except in the English Courts.

2. The Company accepts orders subject to these Conditions of Sale to the exclusion of any conditions of the Buyer, unless otherwise specifically agreed in writing by the Company. In addition every Order shall be subject to such further terms and conditions as may be found on the Company’s current price lists and or quotations covering the products or services ordered. Such terms and conditions shall prevail in the event of any inconsistency with the terms hereof. Copies of price lists will be supplied on request.

3. The cancellation by the Buyer of any order for any reason whatsoever will not be accepted by the company except at its sole discretion.

4. The Buyer shall indemnify the Company against all fines, claims, costs or expenses whatsoever arising directly or indirectly from the production and/or supply by the Company of any article or incorporating any wording, design or device specified by the Buyer.

5. Hand-written copy or instructions supplied by the Buyer shall be clearly legible and audio dictation/recordings be clearly audible. All quotations given by the Company in writing or otherwise are subject to sight of original materials to be supplied to the Company by the Buyer.

6. Under the Regulation of Investigatory Powers Act 2000 the Buyer is hereby notified that the Company’s telecommunications will be monitored solely in order to establish the existence of facts, ascertain compliance with regulatory or self-regulatory procedures, for training and quality control, and for preventing or detecting crime.

7. Where the Buyer instructs the Company to carry out work involving the processing of personal data such data shall be the property of and its use shall be controlled in all respects by the Buyer as Data Controller. In handling any personal data the Company acts as the Buyer’s agent under the provisions of the Data Protection Act 1988.

QUALITY OF WORK

8. Although great care is taken in the techniques, choice of materials and equipment used in producing the Company’s work, the suitability of such for use in connection with any particular purpose must be at the Buyer’s risk and the Buyer shall satisfy him/her/itself that the quality, style, format, accuracy and presentation of the Company’s work is suitable for the Buyer’s purpose. The onus is on the Buyer to give the Company full and sufficient instructions to enable the Company to carry out and produce work to the standard and style required by the Buyer. The onus is on the Buyer to indicate any error in work produced by the Company, and to do so in such a way as will facilitate the speedy and accurate correction or rectification of any errors made by the Company.

9. The Company shall correct typographical errors in its work if such work is shown to its satisfaction to be defective or at the Company’s sole option repay to the Buyer any amounts received in respect of such work but in no circumstances shall the Company be liable for loss or damage (including indirect and consequential loss or damage) howsoever arising. Whilst every effort is made to carry out corrections as neatly as possible, exact alignment with previously typed text cannot be guaranteed. Alterations of any kind made by the Buyer when completed work is being checked will rate as “Author’s Amendments” and, unlike typographical errors, will be charged for.

10. All warranties and conditions express, implied, statutory or otherwise as to quality or fitness of anything the Company produces for any particular purpose are hereby excluded.

11. No claim of any kind will be allowed by the Company after the goods supplied have been cut, printed, photocopied, published, bound or otherwise further processed or after a proof seen by the Buyer has been approved.

12. Quantities, size, style, format, quality and presentation are subject to such tolerances as are customary in respect of the work concerned.

COMPLETION AND DELIVERY

13. Whilst the Company will use its best endeavours to estimate completion times and complete work within such estimates, any period or times stated for completion, despatch or delivery or the compliance with any other contractual obligations of the Company are estimates only and in any event the Company accepts no responsibility for loss or damage resulting from delay or failure to notify the Buyer of any such delay.

14. The Company shall be under no liability whatsoever for any loss whether direct or indirect resulting from delay in despatch, delivery or non-performance of any contractual obligation due to any cause beyond its control. The Company shall be entitled by notice to the Buyer to cancel any contract should the Company be hindered or prevented by any cause beyond its control from performing the same. Causes beyond the Company’s control shall include, but shall not in any way be limited to, war, strikes, lock-outs, fire, flood, explosion, government restrictions or controls, power-cuts, sickness, shortage or non-delivery of materials, or breakdown or loss of plant machinery or equipment.

15. The Company shall be entitled to make part deliveries of any quantity of goods ordered by the Buyer and to deliver invoices for payment in the usual way in respect of all deliveries so made, and the Buyer shall be bound to accept and pay for such part deliveries as though made under separate contracts. Where delivery is by instalments, whether specifically provided for under a contract or not, each instalment shall be deemed to be the subject of a separate contract and any default by the Company in respect of any instalment shall not affect the balance of the contract or entitle the Buyer to cancel the contract.

16. All messenger, postage, freight and insurance costs and all other costs, fees, dues and charges incidental to transit shall be borne by the Buyer. Should the Buyer specify that it wishes to arrange its own collection, transportation and insurances, the Company shall endeavour to give the Buyer such notice as will enable the Buyer so to do, but the Company will in no event be liable to the Buyer for any failure to give such notice nor will the goods be deemed to be at the risk of the Company during transit by reason of any such failure.

17. No responsibility will be accepted by the Company in respect of non-delivery of goods unless the Buyer notifies the Company and the relevant carrier or carriers within seven days from the date of invoice. If consignments are delivered damaged or with part contents missing, they must be signed for accordingly and notification sent in writing to the Company and the relevant carrier or carriers within three days of receipt of the consignment by the Buyer, his servants or agents. All other claims relating to missing goods or to defects which ought to be revealed by a reasonably diligent examination shall be notified to the Company in writing within seven days of the receipt of any consignment by the Buyer, his servants or agents.

18. Claims for loss of or damage to goods exported to an area outside the United Kingdom of Great Britain and Northern Ireland must be submitted in accordance with the terms of the relevant insurance policies.

 PRICES AND PAYMENT

19. The prices or charges specified in the Company’s price lists or in a contract are related to the Company’s costs of obtaining and producing work using labour and materials. If there is an increase in such costs, including increases attributable to alterations in tax, duty, or in the Company’s supplier prices the Company shall be entitled to increase its charges in respect of any goods despatched subsequent to that increase.

20. The Company may require that all or part of the purchase price or other charges for work shall be paid in advance, or on account, and sums so demanded shall be payable by the Buyer before work commences, any balance remaining payable as otherwise provided hereunder or as separately provided.

21. The Buyer may request the Company to agree credit account facilities. The Company may require references to be provided and if account facilities are agreed the Company will confirm this in writing to the Buyer setting a maximum period for credit and a figure in pounds sterling which shall be the upper limit to which credit shall be allowed. The Company reserves the right to suspend or vary the Buyer’s credit limit at its sole discretion without notice and without necessarily giving reasons for so doing. Unless otherwise specified, all prices and charges for goods supplied within the European Union must be paid net within 30 days of the date of the relevant invoice without any deferment or set-off on account of disputes or cross-claims.

22. Should the Buyer default in payment on the due date of any sum the Company shall without prejudice to any other right be entitled to interest on the outstanding sum calculated at four per cent (4%) per annum above the base rate of Bank of Scotland during the period in question.

23. In the absence of credit account facilities having been properly agreed and confirmed in writing by the Company, or in the event that the Buyer having been allowed credit account facilities has placed orders exceeding the credit limit, all sums payable to the Company shall be met in full immediately upon work being delivered to or collected by the Buyer.

24. Unless otherwise provided all sums shall be payable in sterling at the Company’s principal place of business in the United Kingdom. Should payments in a different currency be provided and accepted by the Company, all bank charges, customs or other duties or taxes whatsoever which may be levied in any territory shall be borne by the Buyer and the Buyer shall indemnify the Company in respect of all such costs and expenses and all other payments including any penalties fines or forfeitures incurred in connection therewith.

25. The Company shall, without prejudice to any other right and without incurring any liability to the Buyer, be entitled to withhold any deliveries of or to refuse to supply or to send any goods to the Buyer, or to any other person or place, or to refuse to allow the Buyer to collect or have access to work completed or in hand, where the Buyer either fails to pay accounts in accordance with these Conditions or as separately agreed or becomes bankrupt, or has a Receiver appointed for all or any part of the Buyer’s assets or business, or goes into liquidation or makes any compromise with its creditors.

26. The Company shall, without prejudice to any other right, be entitled to exercise a general lien or right of retention on all goods and property in the Company’s possession which are or are intended to become the Buyer’s property against settlement of all debts, damages or other sums due to the Company from the Buyer.

(i)       Notwithstanding delivery, the ownership of work, goods and/or property shall remain with the Company until payment for same has been received in full.

(ii)      Notwithstanding (i) above any risk to the work, goods and/or property shall pass to the Buyer upon delivery to or collection by the Buyer.