Terms & Conditions
FRAME24 LIMITED – STANDARD TERMS OF BUSINESS
Every endeavour is taken by us to ascertain the quality of the film we are selling to you. We regularly undertake clip tests and always investigate where we purchase the film from. In the majority of cases the film is purchased direct from the manufacturer as a 'clearance' product. Should the film deem to be faulty, under our terms and conditions we will offer a replacement, however we are not liable for any consequential loss arising from any fault.
Short dated stock is marked as such and although still usable its original qualities may have been affected by age - these products are as sold.
These terms and conditions (“Conditions”) apply to all quotations, offers and contracts for the supply of any goods or services by Frame24 Ltd (“the Company’) to any purchaser unless agreed in advance in writing by a duly authorized officer of the Company.
1. Contract and Price
1.1 Each contract for the supply of goods will incorporate these terms, the provisions of any Order Form and any other written terms agreed with you. In the event of conflicting terms, these terms will override.
1.2 Prices quoted exclude VAT (unless otherwise stated). VAT will be charged at the rate applying at the time of delivery.
1.3 Quotations lapse after 28 days (unless otherwise agreed)
1.4 Prices quoted exclude delivery (unless otherwise stated).
1.5 Unless otherwise stated, the price quoted is an illustrative estimate only and the price charged will be our prices current at the time of delivery.
1.6 Rates of tax and duties on goods will be those applying at the time of delivery.
1.7 At anytime before delivery we may adjust the price to reflect any increase in our cost of supplying goods.
2.1 All delivery times quoted are estimates only.
2.2 If we fail to deliver within a reasonable time, you may (by informing us in writing) cancel the contract, however:
2.2.1 if you cancel the contract you have no further claim against us under that contract.
2.2.2 If you accept delivery of goods after the estimated delivery time, you will have no claims against us for delay (including loss of profits, indirect or consequential loss or expense, or increase in the price of goods).
2.3 We may deliver goods in installments. Each installment will be a separate contract.
2.4 We make every effort possible to ensure your order is delivered within the stated time. We will not be liable for any loss or consequential loss due to the late or non-delivery of goods as a result of carrier/courier actions that are beyond our control. Please contact us within a reasonable time to report any non-delivered or late deliveries.
3. Delivery and Safety
3.1 We may decline to deliver goods to your premises if we believe it would be unsafe, unlawful or unreasonably difficult to do so and we may suspend any delivery (and charge you all costs we incur as a result) until your premises are satisfactory for delivery.
4 Payment Terms
4.1 You will pay us in cash (or otherwise cleared funds) on delivery, unless you have an approved credit account.
4.2 If you have an approved credit account, payment is due no later than 30 days after the end of the month of our invoice (unless otherwise agreed).
4.3 If you fail to pay us in full on the due date we may by notice at any time:
4.3.1 suspend or cancel some or all orders on pending deliveries:
4.3.2 cancel any discount offered to you
4.3.3 require you to pay us interest at the rate equivalent to that set out for the purpose of s6 Late Payment of Commercial Debts (interest) Act
a. calculated (on a daily basis) from the date of our invoice until payment:
b. compounded on the first day of each calendar month: and
c. before and after any judgment (unless the court orders otherwise).
4.4 If you have an approved credit account, we may at any time without notice withdraw it or reduce your credit limit or bring forward your due date for payment.
4.5 You do have the right to set off any money you may claim from us against anything you owe us.
4.6 You are bound by our invoice if you do not advise us within five days of receipt of any fault in it.
4.7 You will indemnify us on demand in full and hold us harmless from all expenses and liabilities we may incur (directly or indirectly and including finance costs and legal costs on a full indemnity basis) following any breach by you of any of your obligations under these terms.
5.1 Until you pay us all monies you owe us:
5.1.1 We retain exclusive title to all goods supplied by us:
5.1.1.a you must store all goods so that they are clearly identifiable as our property:
5.1.1.b you must insure goods against the risks for which a prudent owner would insure them and hold the policy on trust for us:
5.1.1.c you may use use goods and sell them in the ordinary course of your business, but not if:
a. we revoke that right (by informing you in writing); or
b. you become insolvent
5.2 We have your permission to enter to enter any premises where goods may be stored:
5.2.1 at any time, to inspect them; and
5.2.2 after your right to use and sell them has ended, to remove them.
5.3 Despite our retention of title to goods, we have the right to take legal proceedings to recover the price of goods supplied should you not pay us on the due date.
5.4 You are not our agent . You have no authority to make any contract on our behalf or in our name.
6.1 Goods are at your own risk from time of delivery.
6.2 Delivery takes place either:
6.2.1 upon completion of loading at our premises (if you are collecting them or arranging carriage), or
6.2.2 upon completion of off-loading at your premises (if we are arranging carriage).
6.3 You must inspect goods on delivery. If goods are damaged (or not delivered), you must advise us immediately and confirm to us in writing within seven days of delivery. We will then issue a confirmed claims number and you must return the damaged goods to us, following our instructions.
7. Warranties on Fresh stosk only
7.1 We warrant that goods will:
7.1.1 comply with their description on our order form: and
7.1.2 be free from material defect at the time of delivery subject to your compliance with clause 6.3).
7.2 Where we supply goods for resale by you they carry our warranty addressed to the end-user.
7.3 We warrant that goods will be free from manufacturing defects for the warranty period which unless stated in writing by us in writing) is six months from the date of delivery.
7.4 We will (at our option) replace any goods which suffer component failure during the warranty period but you must contact us and comply with our instructions which must be carried out in full otherwise the return of goods will be refused. Goods are authorized for return only when you have received written notification from us.
7.5 Our warranty does not cover:
7.5.1 improper use of goods
7.5.2 malfunctions from abnormal environmental causes (for example extremes of humidity, or temperature) of which we had not been informed when you placed the order.
7.6 We give no other warranty (and exclude any warranty, term of condition that would otherwise be implied) as to the quality of goods or service and their fitness for any purpose.
7.7 We are not liable for any other loss or damage (including indirect or consequential loss, financial loss, loss of profits or loss of use) rising from the contract or the supply of services or goods or their use, even if we are negligent.
7.8 Subject to clause 7.7 we shall have no liability to you in any event for any of the following however and whenever arisin
7.8.1 Loss of profits, business, revenue, data, goodwill or anticipated savings: or
7.8.2 indirect or consequential loss or damage.
Return Of Goods
8.1 We will accept the return of goods from you only:
8.1.1 by prior arrangement (confirmed in writing);
8.1.2 on payment of an agreed handling charge (unless the goods were defective when delivered):
8.1.3 where the goods are as fit for sale as when they were delivered.
9.1 Clause 9 (of these terms applies to exports except where inconsistent with any express written agreement between us concerning export terms which are expressed to have overriding effect.
9.2 Where we supply goods to you by export from the United Kingdom then the ‘Incoterms’ of the International Chamber Of Commerce in force the date of the contract is made apply and goods are supplied ex-works unless otherwise agreed.
9.3 The inconterms are treated as amended by these terms (read as a whole) to the extent that they are inconsistent with them.
9.4 You are responsible for complying with any legislation or regulations governing the importation or use of goods into the country of destination and for the payment of any duties due.
9.5 Where we are to send goods to you by a route including sea transport we need not give a notice under s32 (3) Sale of Goods Act 1979.
9.6 You must arrange to test and inspect the goods at our premises before shipment except where otherwise agreed.
We are not liable for any damage during transit.
9.7 We have no liability for death or personal injury arising from the use of the goods where the goods are to be delivered in the territory of another State (within the meaning of s26 (3) (b) Unfair Contract Terms At 1977).
10.1 We may suspend or cancel the whole or part of any order by written notice if you become insolvent or you fail to honor your contract obligatio
11. Waiver and Variations
11.1 Any waiver or variation of these terms is binding only of made (or recorded) in writing, signed on behalf of each party and expressly stating an intention to vary these terms.
11.2 All orders that you place with us will be subject to these terms (or any that we may issue to replace them). By placing an order with us, you are expressly waiving any terms of purchase that you may notify to the extent that they are inconsistent with these terms or nay other terms notified by us.
12. Force Majeure
12.1 If either we or you are prevented or delayed in the performance of any of our contract obligations by a circumstance outside our reasonable control (Force Majeure) the affected party will immediately notify the other party, specifying the circumstances giving rise the Force Majeure, and after notification will have no liability in the performance of the relevant obligations for so long as they are prevented by the Force Majeure
13.1 If you are more than one person, each of you has joint and several obligations under these terms.
13.2 If any of these terms are unenforceable as drafted it will not affect the enforceability of any other terms and if it would be enforceable if amended, it will be treated as amended to the extent required to make it enforceable
13.3 We may treat you as insolvent if:
13.3.1 you are unable to pay your debts as they fall due; or
13.3.2 you (or any of your property) become the subject of:
13.3.3.any formal insolvency procedure (including receivership, liquidation, administration, voluntary arrangements (including moratorium) or bankruptcy);
13.3.4 any application of proposal for an formal insolvency procedure; or
13.4.4 any application, procedure or proposal outside the United Kingdom with similar effect or purpose.
Any reference in these terms to “stated’, “notified”, “confirmed”, or similar phrases include a requirement for such matter to be in writing unless
expressively stated otherwise.
13.4 No contract will create any right enforceable (by virtue of the Contracts (Rights of Third Parties) Act 1999) by any person not identified as the buyer or seller.
13.5 The only statements upon which you may rely in any contract with us are those made or authorized in writing by someone who is our authorized representative and either:13.5.1 not withdrawn before the contact is made: or
13.6.2 which expressively state that you may rely on them when entering the contract.
13.7 All brochures, catalogues, websites and other promotional materials are to be treated as illustrative only and so not for part of any contract between us.
13.8 Nothing in these terms affects or limits our liability for fraudulent misrepresentation.
13.9 You may not assign, transfer or sub contract the benefit or burden of any contract right other obligation without our written consent.
13.10 At any time, we may elect to enforce our legal rights to their full extent. We do not waive those rights in that event.