| 21 Jul 2019

Terms and Conditions

Terms and Conditions of Business

1. Definitions and interpretation

1.1 In these Conditions:-

“Trichrome” means Trichrome Media;

“Brief” means the written brief (if any) for the Products and/or Services referred to or contained in the Quotation as the such brief may be amended from time to time with the written agreement of Trichrome and the Buyer;

“Buyer” means the person who accepts the Quotation;

“Conditions” means the conditions set out in this document and (unless the context otherwise requires) includes any special conditions appearing on the Quotation;

“Contract” means the contract for the supply by Trichrome to the Buyer of Products and/or Services;

“Products” means the artwork, designs or other products (including any instalment of any products) which Trichrome is to supply to the Buyer in accordance with these Conditions;

“Quotation” means the written quotation provided by Trichrome for the supply of Products and/or Services;

“Services” means any consultancy or other services which Trichrome is to provide to the Buyer in accordance with these Conditions.

1.2 Reference in these Conditions to any provision of a statute shall be construed as a reference to that provision as amended, re-enacted or extended at the relevant time. The headings in these Conditions are for convenience only and shall not affect their interpretation.

2. The supply

2.1 Trichrome supplies and the Buyer purchases the Products and/or Services in accordance with the Quotation once accepted by the Buyer subject to these Conditions, which shall govern the Contract to the exclusion of any other terms. The provisions of the Contracts (Rights of Third Parties) Act
1999 are expressly excluded from the Contract.

2.2 No variation to these Conditions shall be binding unless approved in writing by a director of Trichrome.

2.3 Any advice or recommendation given by Trichrome or its employees or agents to the Buyer as to the use of any Products not confirmed in writing by Trichrome is acted upon at the Buyer’s own risk, and accordingly Trichrome is not liable for any such advice or recommendation not so confirmed.

2.4 Any error or omission in any sales literature, quotation, price list, invoice or other document or information issued by Trichrome is subject to correction without liability to Trichrome.

2.5 No right or licence is granted to the Buyer under any intellectual property right in the Products and/or Services or otherwise created in connection with the Contract (‘IPR’) save for the right of the Buyer to use the Products for the purposes specified in the Quotation. Accordingly all IPR shall remain the exclusive property of Trichrome and the Buyer agrees to acknowledge the ownership of Trichrome in a form approved by Trichrome whenever the Buyer reproduces such IPR.

3. Quotations and briefs

3.1 The Buyer is responsible to Trichrome for ensuring the accuracy of any information referred to in the Quotation (including any Brief) submitted by the Buyer, and for giving Trichrome any necessary information relating to the Products and/or Services within a sufficient time to enable Trichrome to perform the Contract in accordance with its terms.

3.2 The quantity, quality and description of the Products and/or Services is set out in the Quotation.

3.3 The Buyer is to indemnify Trichrome for all loss, damages, costs and expenses incurred by Trichrome in connection with any claim for infringement of any intellectual property rights of any other person resulting from Trichrome’s use of the Brief.

3.4 Trichrome may make any changes in the Brief required to conform with any applicable statutory or EU requirements or, in the case of any products, which do not materially affect their quality or performance.

3.5 The Quotation once accepted by the Buyer may not be cancelled by it except with Trichrome’s writte agreement and on terms that the Buyer is to indemnify Trichrome against all loss (including loss of profit), costs (including the cost of all labour and materials used), damages, charges and expenses incurred by Trichrome as a result of cancellation.

4. Price

4.1 The price of the Products and/or Services shall be as set out on the Quotation. Subject to clause 4.2, all prices quoted are valid for one month only or such other time as specified in the Quotation or until earlier acceptance by the Buyer, after which time they may be altered by Trichrome without notice.

4.2 Trichrome may by giving notice to the Buyer at any time before delivery, increase the price of the Products and/or Services to reflect any increase in the cost to Trichrome due to: (a) any factor beyond the control of Trichrome (including, without limitation, any foreign exchange fluctuation, currency regulation, alteration of duties, significant increase in the costs of labour, materials or other costs of production), (b) any change in delivery dates or performance, quantities or specifications for the Products and/or Services requested by the Buyer, or © any delay caused by any instructions of the Buyer or failure of the Buyer to give Trichrome adequate information or instructions.

4.3 The Buyer is liable to reimburse to Trichrome any expenses properly incurred by it in performing any Services.

4.4 The quoted price is exclusive of any applicable VAT which the Buyer is liable to pay to Trichrome.

5. Payment

5.1 Save where otherwise stated in the Quotation, Trichrome may invoice the Buyer for the price of the Products and/or Services on or at any time after their delivery, unless Products are to be collected by the Buyer or the Buyer wrongfully fails to take delivery of any Products, in which event Trichrome may invoice Buyer for the price at any time after Trichrome has notified Buyer that such Products are ready for collection of Trichrome has tendered delivery of the Products, as the case may be.

5.2 Save where otherwise stated in the Quotation, the Buyer will pay the price of the Products and/or Services in full within 30 days of Trichrome’s invoice. Trichrome may recover the price, notwithstanding that delivery may not have taken place and title in the Products not passed to the Buyer. Time of payment of the price is of the essence of the Contract.

5.3 Receipts for payment will be issued only upon requests. If Buyer fails to make any payment on the due date then, without prejudice to any other Trichrome right or remedy, Trichrome may:- (a) cancel the Contract or suspend the Services or any further deliveries to the Buyer; (b) appropriate any payment made by Buyer to such of the Products and/or Services (or products or services supplied under any other contract between Buyer and Trichrome) as Trichrome may think fit (notwithstanding any
purported appropriation by the Buyer); and © charge the Buyer interest (before and after any judgment) on the amount unpaid, at the rate of 3% per annum above Barclays Bank plc base rate from time to time, until payment in full is made (a part of a month being treated as a full month for the purpose of calculating interest).

6. Delivery

6.1 Delivery of Products is made by the Buyer collecting the Products from Trichrome’s premises after Trichrome has notified Buyer that the same are ready for collection or, if some other place for delivery is agreed by Trichrome, by Trichrome delivering the Products to that place. Delivery of Services takes place upon completion of the performance of such services.

6.2 Dates quoted for delivery of Products or performance of Services are approximate only and Trichrome is not liable for delay in delivery or performance however caused. Products may be delivered in advance of the quoted delivery date upon Trichrome giving reasonable notice to Buyer.

6.3 Where Products and/or Services are to be delivered in instalments, each delivery constitutes a separate contract and failure by Trichrome to deliver any one or more of the instalments in accordance with these Conditions or any claim by Buyer in respect of any one or more instalments does not entitle the Buyer to treat the Contract as a whole as repudiated.

6.4 Time of delivery or performance shall not be of the essence of the Contract.

7. Risk and title

7.1 Risk in Products passes to the Buyer: (a) where Products are delivered from Trichrome’s premises, when Trichrome notifies Buyer that the same are available for collection; or (b) where Products are delivered other than from Trichrome’s premises, on delivery or, if the Buyer wrongfully fails to take delivery of the Products, when Trichrome has tendered delivery.

7.2 Notwithstanding delivery, passing of risk in the Products, or any other provision of these Conditions, title in Products does not pass to the Buyer until Trichrome has received in cash or cleared funds full payment of the price of the Products and all other products and/or services to be supplied by Trichrome to the Buyer for which payment is then due.

7.3 Until title in the Products passes to the Buyer, Trichrome may require the Buyer to deliver up the Products to Trichrome and, if it fails to do so, may enter upon any premises of the Buyer or third party where the Products are stored and repossess the same.

7.4 The Buyer may not pledge or charge by way of security any Products owned by Trichrome, but if the Buyer does so all moneys owing by it to Trichrome become (without prejudice to any other Trichrome right or remedy) due and payable.

8. Warranties and liability

8.1 Trichrome warrants that the Products and/or Services shall correspond in all material respects with the Brief (if any) as at delivery. Where there is no Brief then Trichrome warrants that the Products shall be of satisfactory quality and that Services are performed with reasonable skill and care. However, Trichrome is under no liability: (a) for any defect in the Products and/or Services arising from any drawing, design or specification supplied by the Buyer; (b) where the Buyer fails to follow Trichrome’s instructions or recommendations in connection with the use of any Products or the provision of Services; © where the Products are altered other than by Trichrome; (d) if the price for
Products and/or Services has not been paid by the due date for payment; or (e) once any Products have been approved in writing by the Buyer.

8.2 Subject as provided in these Conditions and except where the Products and/or Services are supplied to a person dealing as a consumer (defined in Unfair Contract Terms Act 1977), all terms implied by law are excluded to the fullest extent permitted.

8.3 Any claim by the Buyer based on a defect in quality or condition of Products and/or Services or their failure to correspond with specification (a ‘Claim’) must (whether or not delivery is refused by the Buyer) be notified to Trichrome within 7 days of delivery or (where the defect or failure was not apparent on reasonable inspection) within a reasonable time after discovery of the defect or failure, provided that the Buyer notifies Trichrome of such defect or failure within one month of delivery. If delivery is not refused and the Buyer does not notify Trichrome accordingly, then: (a) the Buyer may not reject any Products, (b) Trichrome will have no liability for such defect or failure, and © Buyer is bound to pay the price as if the Products had been delivered in accordance with the Contract.

8.4 Where a valid Claim is notified to Trichrome in accordance with these Conditions, Trichrome may replace the Products or re-perform the Services, as appropriate, free of charge or refund to the Buyer the price of the Products and/or Services, but shall have no further liability to the Buyer.

8.5 Except where death or personal injury is caused by Trichrome’s negligence, Trichrome is not liable to Buyer by way of representation (unless fraudulent), common law duty or under any express or implied term of the Contract, for any indirect, special or consequential loss or damage whether for loss of profit or otherwise (whether caused by the negligence of Trichrome, its employees or agents or otherwise) arising in connection with the supply of the Products and/or Services or their use by the Buyer. Save where death or personal injury is caused by Trichrome’s negligence which liability is unlimited, the entire liability of Trichrome in connection with the Contract shall not exceed the amount paid by the Buyer under the Contract during the preceding 6 months, except as expressly provided in these Conditions. Trichrome’s obligations under the Contract will be suspended to the extent that it is prevented or hindered from complying by any cause beyond its reasonable control.

8.6 Trichrome will use reasonable endeavours to remedy such cause and will resume the performance of such obligations as soon as reasonably possible after the removal of the cause.

9. Insolvency of the Buyer

9.1 Without prejudice to any other Trichrome right or remedy, Trichrome may cancel the Contract or suspend any further deliveries under the Contract if:- (a) the Buyer makes a voluntary arrangement with its creditors or (being an individual or firm) becomes bankrupt or (being a company) becomes subject to an administration order or goes into liquidation (other than by way of amalgamation or reconstruction); or (b) an encumbrancer takes possession, or a receiver is appointed, of any of the
Buyer’s undertaking; or © the Buyer ceases, or threatens to cease, to carry on business; or (d) Trichrome reasonably believes that any of the above events is about to occur.

9.2 Where any of the circumstances in clause 9.1 apply then if any Products have been delivered but not paid for the price shall become immediately due and payable notwithstanding any previous agreement or arrangement to the contrary.

10. General

10.1 Trichrome may assign or sub-contract all or any of its rights and obligations under this Contract.

10.2 Trichrome reserve the right to include a credit/link to our website in the footer of any website we have designed.

10.3 All websites are produced based on our standard support matrix, the most recent version of this can be accessed here.

This document defines the supported level of functionality for specific web browsers and operating systems. We reserve the right to change this document at any time based on changes in usage demographics.

10.4 Notices required or permitted to be given under these Conditions must be in writing addressed to the relevant party at its registered office or principal place of business.

10.5 Ultimate responsibility for the content of any website or printed material (including text and imagery) is the responsibility of the Buyer.

10.6 One month’s notice is required for the termination of any service provided by Trichrome.

10.7 No waiver by Trichrome of any breach of the Contract by the Buyer is considered as a waiver of any subsequent breach of the same or any other provision.

10.8 If any provision of these Conditions is held by a competent authority to be invalid or unenforceable in whole or in part the validity of the other provisions of these Conditions and the remainder of the provision in question is not affected.

10.9 The Contract is governed by the laws of England. The Buyer will submit to the non-exclusive jurisdiction of the English courts.

07766 523384

07 SEP 2016

08 MAR 2018

17 MAR 2018