Terms & Conditions
FRAME24 LIMITED – STANDARD TERMS OF BUSINESS FOR FRESH STOCK
1. Definitions and interpretation: In these Conditions, unless the context otherwise requires:- (a) "Frame24Ltd" means Frame24Ltd with registered office at 1 The Gables Woodside Road, Chiddingfold. Surrey. GU8 4RJ; (b) "Customer" means the purchaser of the Goods; (c) "Conditions" means these terms and conditions of sale; (d) "Goods" means products, work, and/or services which Frame24Ltd is to supply to the Customer under these Conditions; (e) "Order" means the Customer's order or contract incorporating these Conditions; (f) headings in these Conditions are for convenience only and shall not affect their meaning or interpretation; (g) words: (i) having the singular meaning include the plural meaning, (ii) denoting any gender include all genders, (iii) denoting persons include firms and corporations; and in each case vice versa; and (h) references to "writing" or similar expressions includes a reference to facsimile or electronic mail.
2. Applicability of Conditions: Frame24Ltd accepts quotations and orders subject to these Conditions, which shall not be varied except in writing by a Frame24Ltd authorised representative. Provisions in Customer's Order conflicting with these Conditions are excluded. If applicable, special terms of business are set out in Frame24Ltd website, price lists, or other literature. The Order, Conditions and any written variations contain the entire agreement for the supply of Goods and override all prior agreements and understandings and Frame24Ltd and the Customer acknowledge that they do not rely on any other representation, warranty or promise and waive any claim in respect of them. No terms which may be implied by trade, custom or practice or course of dealing will apply to the supply of Goods. Frame24Ltd may substitute materials, components and units without notice unless they are expressly specified in an Order. Frame24Ltd's specifications, drawings, weights, dimensions are approximate only and not contractual.
3. Delivery: (a) Frame24Ltd may vary minimum order quantities and values at any time. Prices include standard export packing. Frame24Ltd reserves the right to charge for specific packaging. (b) Unless otherwise agreed in writing Goods will be delivered DAP (Delivered At Place Incoterms® 2020) Customer's site ground floor ("Delivery"). (c) Quoted delivery times are estimates only and Frame24Ltd shall not be liable for failure to deliver within such time.
4. Damage, shortage, loss in transit and returns: (a) Customer shall inspect the Goods immediately on arrival to ensure compliance with the Order. Customer shall, within 7 days of delivery give Frame24Ltd written notice of any damage or defect reasonably apparent from an inspection. (b) Customer must notify Frame24Ltd in writing of non-delivery or invoice queries within 14 days of the Goods invoice date. (c) Customer shall give Frame24Ltd written notice of any defects in Goods not reasonably apparent on inspection within 48 hours of the Customer discovering such defects. (d) On Frame24Ltd request Customer will provide samples of allegedly defective Goods or permit Frame24Ltd employees to examine them. (e) If the price quoted includes delivery, where Frame24Ltd is satisfied that the Goods were damaged or defective when delivered, or lost in transit, Frame24Ltd will replace them free of charge or at its discretion credit the Customer with the price of the Goods. Any Goods replaced or credited shall be returned to Frame24Ltd. (f) Goods may only be returned with Frame24Ltd prior agreement. (g) Goods shall in all respects be deemed to be in accordance with the Order and the Customer shall be bound to accept and pay for them unless the Customer has notified Frame24Ltd of damage, defects or non-delivery in accordance with this Clause and followed the procedures laid down, otherwise Frame24Ltd shall have no liability.
5. Payment terms and interest: (a) Payment is due on or before the date stated on Frame24Ltd invoice. Unless otherwise agreed all quoted prices are net and shall be paid by electronic funds transfer. (b) Until a credit account is established, all business with new Customers is on a payment with Order basis. Any grant of credit facilities is conditional on Frame24Ltd receiving payment in cleared funds on or before the due date and if not paid when due Frame24Ltd may withdraw credit facilities, in which case all outstanding amounts will immediately become due and payable. Time for payment is of the essence of the contract. (c) Frame24Ltd may appropriate any payments received that do not refer to a particular invoice to any outstanding invoice. (d) Frame24Ltd may charge interest on any overdue amounts at the interest rate allowed by the Late Payment of Commercial Debts (Interest) Act 1998 (including any Regulations introduced under this Act) together with other sums permitted to be claimed thereunder from the due date until Frame24Ltd receives payment.
6. Passing of risk and ownership: (a) Risk of loss of, or damage to, the Goods shall pass to the Customer on Delivery to the Customer or to any person whom Frame24Ltd reasonably believes to be authorised by the Customer to receive the Goods. (b) Ownership of the Goods shall not pass from Frame24Ltd until (i) Frame24Ltd has received full payment for the Goods plus VAT in cleared funds and no other sums whatever shall be due from the Customer to Frame24Ltd; or (ii) until the Customer sells the Goods in the ordinary course of business at full market value prior to revocation of the Customer's power of sale; whichever first occurs. (c) Until ownership passes under Clause 8 (b), the Customer shall hold the Goods on a fiduciary basis as bailee for Frame24Ltd. The Customer shall store the Goods (at no cost to Frame24Ltd) separately from all other goods in its possession in such a way that they are clearly identified as Frame24Ltd property. On Frame24Ltd request the Customer shall promptly inform Frame24Ltd of the location of the Goods. (d) The Customer shall not transfer the Goods to a third party or pledge or in any way charge as security any of the Goods owned by Frame24Ltd and without prejudice to Frame24Ltd other rights if the Customer does so all sums whatever owing by the Customer to Frame24Ltd shall immediately become due and payable. (e) Customer's power of sale shall be automatically revoked if any of the circumstances set out in Clause 16 (c) occur. (f) Until ownership of the Goods passes from Frame24Ltd the Customer shall upon request deliver up to Frame24Ltd any Goods owned by Frame24Ltd. If the Customer fails to deliver the Goods Customer irrevocably authorises Frame24Ltd and its representatives to enter any premises where Frame24Ltd reasonably believes the Goods to be situated to repossess them at the Customer's expense. Frame24Ltd can carry out any works to premises (at the Customer's expense without being liable to reinstate) necessary to remove the Goods. (g) Frame24Ltd can recover the price of the Goods (plus VAT) even though ownership of the Goods has not passed from Frame24Ltd.
7. Warranty and limitation of liability: (a) Frame24Ltd warrants that (i) it has the right to sell the Goods to the Customer; and (ii) at the time of delivery, and for a period of 2 calendar months after delivery, or during the Goods warranty period if longer, the Goods will correspond with their specification and be free from defects in material and workmanship. Any further conditions or warranties (whether express or implied by statute, common law or arising from conduct or a previous course of dealing
or trade custom or usage) as to quality, or fitness for any particular purpose, are expressly excluded. (b) Frame24Ltd warranty shall not apply in relation to any defect arising from fair wear and tear, the acts, omissions, negligence or defaults of the Customer or the Customer's employees or agents, failure to comply with operating instructions or other recommendations of Frame24Ltd as to the storage, handling and/or use of the Goods, wilful damage, use not in accordance with the purpose for which they were designed, abnormal working conditions, misuse or alteration or repair of the Goods other than by persons authorised by Frame24Ltd.
8. Safety information: Where the Goods are for use at work the Customer shall ensure that all safety information relating to the Goods provided by Frame24Ltd is passed to the Customer's employees or, where the Goods are for resale, to the subsequent purchaser. The Customer shall not alter, mask or remove any safety information from the Goods.
9. Trademarks, Intellectual property, Confidentiality: (a) Kodak trademarks are duly protected by the laws in force and by international conventions. Consequently, neither Frame24Ltd customers, nor third parties in general, may use such trademarks without previous authority in writing from Kodak, it being understood that nothing in these Conditions shall imply such authority. (b) Intellectual property rights associated with the Goods belong to Kodak (except where owned by a supplier of Kodak) and are reserved by Kodak on the sale of Goods. (c) The Customer shall not exercise or purport to exercise any rights, powers, privileges and immunities conferred on the proprietor of any intellectual property rights subsisting in or associated with the Goods, including the right to sue for damages or other remedies in respect of any infringement. (d) Customer shall keep confidential and not disclose to third parties information, drawings, designs or manuals received from Kodak in relation to an Order or the Goods and either marked as "confidential" or "proprietary" or which should reasonably be considered to be confidential. 15. Data protection: The Customer consents to the processing of its personal data by Kodak and to the transfer by Kodak of its personal data to countries outside the EEA.
10. Breach: If the Customer shall:- (a) fail to perform any obligation; or (b) fail to pay on the due date; or (c) commit an act of bankruptcy, have an Administrator or Administrative Receiver appointed, or enter into liquidation, compulsory or voluntary (except for the purpose of amalgamation or reconstruction of a solvent limited company), or cease to trade or threaten to cease to trade, or if Frame24Ltd has serious doubts as to the Customer's solvency; Frame24Ltd be entitled (without prejudice to its other rights) to suspend or cancel further performance of any Order without liability to the Customer.
11. Miscellaneous:- Force majeure: Frame24Ltd shall have no liability for a failure to meet its obligations to the extent that this failure is directly or indirectly due to riot, terrorism, government act or regulation, fire, flood, explosion, machine breakdowns, materials shortages, transportation or working difficulties, accident, strike, lock-out or pay dispute or any other event beyond the reasonable control of Frame24Ltd and the period of time for Frame24Ltd to fulfil any Order shall be correspondingly extended. If deliveries are suspended for 3 months or more, Frame24Ltd or the Customer may, by notice in writing to the other, cancel Orders that have not been despatched at the date of such notice. Amendments: Frame24Ltd reserves the right to alter or amend these Conditions or any special terms generally or for any particular class of Goods or customer by written notice to the Customer. Severance: If any provisions of these Conditions or any Order shall be found to be invalid or unenforceable, such invalidity or unenforceability shall not affect the other provisions of such terms, which shall remain in full force and effect. Set-off: All amounts due to Frame24Ltd shall be paid in full without any deduction or withholding and the Customer shall not assert any set-off or counterclaim against Kodak to justify withholding payment in whole or in part. Without waiver or limitation of any of its rights or remedies where Frame24Ltd has incurred any liability to the Customer, whether under the Order or otherwise, Frame24Ltd may set off the amount of such liability, including any applicable VAT payable, against any sums owed at any time by the Customer to Frame24Ltd. Notices: Any notice under these Conditions shall be in writing addressed to the other party at its registered office or principal place of business or such other address within the United Kingdom as may at the relevant time have been notified in writing to the party giving the notice as being the address for service. Assignment: Customer shall not assign its rights and obligations under any Order nor delegate any performance without Frame24Ltd prior written consent.
FRAME24 LIMITED – STANDARD TERMS OF BUSINESS FOR CLEARANCE STOCK
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 stock 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.