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Terms & Conditions, Security and Privacy
1. DEFINITIONS
In this Agreement:
“ Agreement” means the terms of this agreement as set out below;
“ Artwork” means the artwork supplied by the Buyer to be the subject of the Framing Service;
“ Buyer” means the party purchasing Goods and/or requiring the Framing Service from Mirror Image (UK) Ltd in accordance with the terms of this Agreement;
“ Finished Artwork” means such piece of the Buyers artwork as has been supplied by the Buyer which has been the subject of the completed Framing Service;
“ Framing Service” means the framing and associated service provided by Mirror Image (UK) Ltd (such term where appropriate in the circumstances to include the Materials required to properly provide the Framing Service);
“ Goods” means the products to be supplied by Mirror Image (UK) Ltd to the Buyer in accordance with the terms of this Agreement;
“ Mirror Image (UK) Ltd” means Mirror Image (UK) Ltd Limited (registered number 3009501);
“ Materials” means any and all materials supplied to the Buyer as a consequence of and in relation to the provision of the Framing Service;
“ Order” means an order placed by the Buyer for the supply of Goods and/or the Framing Service;
“ Price” means the price of the Goods and/or the Framing Service as communicated by Mirror Image (UK) Ltd to the Buyer which amount shall be exclusive of VAT;
“ Quotation” means, where supplied, a quotation for supplying the Goods and/or providing the Framing Service produced by Mirror Image (UK) Ltd to the Buyer;
“ VAT” means value added tax.
2. QUOTATIONS
2.1 Where Mirror Image (UK) Ltd provides the Buyer with a Quotation for:
2.1.1 the Framing Service, the description of the Framing Service shall be as set out therein including details of the Materials to be used therefore;
2.1.2 for the supply of Goods, the description of the Goods required.
2.2 A Quotation shall remain valid for acceptance by the Buyer for thirty days from the date of the Quotation.
3. ORDER
3.1 Subject to clause 3.2 below the Goods and/or the Framing Service supplied by Mirror Image (UK) Ltd in accordance with this Agreement shall comply with the Order as confirmed in the Quotation.
3.2 Mirror Image (UK) Ltd reserves the right (without prejudice to any other remedy) to cancel or suspend provision of the Framing Service and/or delivery of the Goods comprised in any Order in the event of:
3.2.1 the Buyer failing to meet its obligations under this Agreement or Mirror Image (UK) Ltd being of the reasonable opinion that this will be the case; or
3.2.2 an event of Force Majeure (as set out in clause 14 below) prevents Mirror Image (UK) Ltd from supplying the Goods or providing the Framing Service.
4. PRICE
4.1 The Buyer agrees to pay the Price for the Goods and/or the Framing Service in accordance with clause 6 below.
4.2 Mirror Image (UK) Ltd reserves the right to amend the Price if:
4.2.1 the Buyer changes, alters or amends in any way the Goods they require from those set out in the Order and detailed in any Quotation;
4.2.2 the Buyer alters the scope or nature of the Framing Service from that set out in the Order upon which the Quotation was based (including but not limited to changes to quantities, Materials or time-scales);
4.2.3 the Buyer delays Mirror Image (UK) Ltd in the provision of the Framing Service or delivery of the Goods;
4.2.4 there is a change in legislation affecting Mirror Image (UK) Ltd in meeting its contractual obligations; or
4.2.5 there is an event of Force Majeure as set out in clause 14 below.
5. VAT AND DUTIES
In circumstances where the Buyer is located outside of the EU, then the Buyer shall be liable for any import taxes or local tariffs relating to the supply of the Goods or the provision of the Framing Service. Any non-UK Buyers are required to provide proof of export for VAT exemption.
6. PAYMENT TERMS
6.1 Invoices are payable without deduction, set off or counter claim on or before the date set out in the Quotation notwithstanding that the property in the Goods and/or the Materials may not have passed to the Buyer.
6.2 Unless specifically stated in the Quotation, terms of payment for orders of £1,000 and under are 100% of the Price at the time of placing the Order. For orders above £1,000, 50% of the Price at the time of placing the Order is required and the remaining 50% of the Price when the Goods or the Finished Artwork is ready for despatch.
6.3 Payment for Orders destined for delivery outside the UK will be by Irrevocable Letter of Credit confirmed on a London clearing bank arranged for payment in full against shipping documents, airway bill, parcel post receipt etc. All bank charges are payable by the Buyer.
6.4 Time of payment shall be of the essence and without prejudice to any other rights Mirror Image (UK) Ltd may have against the Buyer.
6.5 Mirror Image (UK) Ltd reserves the right to charge interest on a daily basis at the rate of 4% above the base rate of Barclays Bank plc in force from time to time on all overdue payments.
7. DELIVERY AND PACKING
7.1 Unless specifically stated in the Quotation, Goods are sold and Finished Artwork is available ex works Mirror Image (UK) Ltds factory. Every effort will be made to meet stated delivery times. However, no liability is accepted for late delivery for any reason whatsoever and time for delivery shall not be of the essence under the terms of this Agreement.
7.2 Unless specifically requested in the Order and set out in the Quotation the Finished Artwork shall not be shipped crated.
7.3 If the Buyer fails to take delivery of the Goods or the Finished Artwork when notified it is available then, without prejudice to any other right or remedy available to Mirror Image (UK) Ltd, Mirror Image (UK) Ltd may, at its option, store the Goods or the Finished Artwork until actual delivery and charge the Buyer for reasonable storage costs including insurance of the Goods or the Finished Artwork in storage and the Buyer shall fully indemnify and keep indemnified Mirror Image (UK) Ltd from and against all costs, claims, damages, losses, liabilities and expenses (including loss of profit) incurred or suffered by Mirror Image (UK) Ltd by reason of the failure by the Buyer to take delivery.
8. TITLE AND RISK
8.1 Title in the Goods and/or the Materials shall not pass to the Buyer until the Price has been paid in full. Risk in the Goods and/or the Materials shall pass to the Buyer at the time and place of delivery/collection.
8.2 Until such time as title in the Goods and/or the Materials passes to the Buyer Mirror Image (UK) Ltd shall have the right to repossess or otherwise recover the Goods and/or the Materials and the Buyer shall be entitled to use or re-sell the Goods and/or the Materials in the ordinary course of its business but shall account to Mirror Image (UK) Ltd for the proceeds of sale or otherwise of the Goods and shall hold such proceeds on trust, as fiduciary agent and bailee for Mirror Image (UK) Ltd.
8.3 In the event that the Buyer has re-sold the Goods and/or the Materials in the ordinary course of business subject to any retention of title in favour of the Buyer and the Buyer defaults in payment to Mirror Image (UK) Ltd, Mirror Image (UK) Ltd shall have the right to require the Buyer to enforce its rights pursuant to or under such retention of title and all monies and/or goods recovered thereby by the Buyer shall to the extent of any liability of the Buyer to Mirror Image (UK) Ltd be held by the Buyer on trust for Mirror Image (UK) Ltd, in the case of proceeds in a separate bank account and in the case of goods separate and distinct from any others, properly stored, protected and insured.
8.4 As all or any of the Goods or Materials or some constituent part of them may have been purchased by Mirror Image (UK) Ltd under a contract containing a provision reserving title or other property rights therein to the vendor thereof, Mirror Image (UK) Ltd shall be liable to transfer to the Buyer only such title as Mirror Image (UK) Ltd may have in the Goods.
9. EXCLUSIONS AND INSTALLATIONS
9.1 Where the Framing Service required by the Buyer includes any installation work then, unless specifically set out in the Quotation, the provision of the Framing Service shall exclude:
9.1.1 the provision of utility supplies (including but not limited to electricity and water);
9.1.2 any building work whatsoever required at the Buyer’s premises;
9.1.3 the moving, repositioning, adjusting or alteration of any property or equipment belonging to or in the possession of the Buyer;
9.1.4 interface with other equipment;
9.1.5 cranage or transport; or
9.1.6 any other work not detailed in the Quotation. 9.2 Any installation work provided by Mirror Image (UK) Ltd will be carried out with reasonable care and skill by trained representatives of Mirror Image (UK) Ltd.
The Buyer will be required to provide assistance and supplies reasonably requested by Mirror Image (UK) Ltd or its representatives to facilitate the installation.
9.3 The trained representatives of Mirror Image (UK) Ltd carrying out the installation work referred to in this clause 9 shall do so between the hours of 8am and 5pm(with a 45 minute lunch break to be taken at a suitable time) Monday through Friday, excluding Public Holidays. Any installation work which is required by the Buyer to be done outside these hours shall only be provided if specified in the Quotation.
10. WARRANTY AND LIMITATION OF LIABILITY
10.1 Except for personal injury or death due to the negligence of Mirror Image (UK) Ltd, Mirror Image (UK) Ltd shall not be liable to the Buyer or any third party for any loss of profit, consequential or any other economic loss or damage suffered by the Buyer due to any defect in the Goods, the Materials or as a result of the Framing Service or arising in any way from this Agreement or otherwise.
10.2 Except for personal injury or death due to the negligence of Mirror Image (UK) Ltd the liability of Mirror Image (UK) Ltd under this Agreement for any reason whatsoever shall not exceed the Price.
10.3 The warranties of Mirror Image (UK) Ltd do not cover, and Mirror Image (UK) Ltd makes no warranty with respect to any defect, failure, deficiency or error which is:
10.3.1 due to the supply of any part of the Goods or the Materials other than by Mirror Image (UK) Ltd; or
10.3.2 not reported to Mirror Image (UK) Ltd within 5 days of discovery;
10.3.3 resulting from circumstances beyond the control of Mirror Image (UK) Ltd including but not limited to errors in the Finished Artwork resulting from the provision of the Framing Service.
10.4 Mirror Image (UK) Ltd gives no other warranties, express or implied including the implied warranties of merchantability and fitness for a particular purpose.
11. NATURAL MATERIALS
Where the Materials or Goods supplied by Mirror Image (UK) Ltd include or comprise natural products then Mirror Image (UK) Ltd accepts no responsibility whatsoever for any naturally occurring changes to such natural products including but not limited to warping, distortion or other shape changes or natural imperfections in those products.
12. DRAWINGS
Mirror Image (UK) Ltd accepts no responsibility whatsoever for the accuracy or otherwise of any drawings or dimensions provided by the Buyer for the provision of the Framing Service and any loss, costs or expenses suffered by Mirror Image (UK) Ltd as a result of any errors or omissions in the drawings or dimensions shall be payable by the Buyer.
13. INSURANCE
The Buyer shall be responsible for insuring any Artwork or other property (including the Finished Artwork), material or information provided by the Buyer to Mirror Image (UK) Ltd for the provision of the Framing Service.
14. FORCE MAJEURE
Mirror Image (UK) Ltd shall be under no liability if they are unable to carry out any provision of this Agreement for any reason beyond their control including (without limiting the foregoing) Act of God, legislation, war, fire, flood, drought, failure of power supply, lock-out, strike or other action taken by employees in contemplation or furtherance of a dispute or owing to any inability to procure materials required for the performance of this Agreement. During the continuance of such a contingency, the Buyer may, by written notice to Mirror Image (UK) Ltd elect to terminate this Agreement and pay for work done and Materials, but subject thereto shall otherwise accept delivery when available.
15. GENERAL
15.1 If any term or provision of this Agreement is held invalid illegal or unenforceable for any reason by any Court of competent jurisdiction such provision shall be severed from this Agreement and the remainder of the provisions hereof shall continue in full force and effect as if this Agreement had been agreed with the invalid illegal or unenforceable provision eliminated.
15.2 Mirror Image (UK) Ltd may without the consent of the Buyer sublicense its rights or obligations or any part of this Agreement.
15.3 The headings in this Agreement are for ease of reference only and shall not affect the interpretation of any of this Agreement.
16. ENTIRE AGREEMENT
Each of the parties agrees that save in respect of statements made fraudulently it shall have no remedy in respect of any untrue statement upon which it relied in entering this contract and that it’s only remedies shall be for breach of contract.
17. THIRD PARTIES
No third parties shall have any rights or benefits whatsoever under this Agreement.
18. LAW
This contract is governed by English law and any dispute is to be referred to an independent arbitrator to be appointed by Mirror Image (UK) Ltd.
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