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Welcome to our website. If you continue to browse and use this website, you are agreeing to comply with and be bound by the following terms and conditions of use, which together with our privacy policy govern Springfield Business Papers relationship with you in relation to this website. If you disagree with any part of these terms and conditions, please do not use our website.
The term Springfield or ‘us’ or ‘we’ refers to the owner of the website whose registered office is Spectrum House, St Ivel Way, Warmley, Bristol, BS30 8TY. The term ‘you’ refers to the user or viewer of our website.
The use of this website is subject to the following terms of use:
1
Springfield Business Papers Ltd – Terms and Conditions of Sale
The Customer's attention is particularly drawn to the provisions of
clause 13 (Limitation of liability).
1 Interpretation
1.1 The following definitions and rules of interpretation apply in this
agreement:
Business Day
means a day other than a Saturday, Sunday or public
holiday in England, when banks in London are open for business.
Commencement Date
has the meaning given in clause 2.2.
Conditions
means these terms and conditions, including for the avoidance
of doubt, the General Conditions and any Special Conditions as amended
from time to time in accordance with clause 17.8.
Contract
means the contract between the Supplier and the Customer for
the supply of Goods and/or Services in accordance with these Conditions.
Controller, processor, data subject, personal data, personal data
breach, processing and appropriate technical measures
are each as
defined in the Data Protection Legislation.
Customer
means the person or firm who purchases the Goods and/or
Services from the Supplier.
Data Protection Legislation
means the UK Data Protection Legislation
and any other European Union legislation relating to personal data and all
other legislation and regulatory requirements in force from time to time
which apply to a party relating to the use of personal data (including,
without limitation, the privacy of electronic communications).
Deliverables
mean the deliverables set out in the Order produced by the
Supplier for the Customer.
Force Majeure Event
has the meaning given to it in clause 16.
General Conditions
means these terms and conditions, as amended from
time to time in accordance with clause 17.8.
Goods
means the goods (or any part of them) set out in the Order.
Goods Specification
means any specification for the Goods, that is agreed
in writing by the Customer and the Supplier.
Intellectual Property Rights
means patents, utility models, rights to
inventions, copyright and neighbouring and related rights, moral rights,
trade marks and service marks, business names and domain names, rights
in get-up and trade dress, goodwill and the right to sue for passing off or
unfair competition, rights in designs, rights in computer software, database
rights, rights to use, and protect the confidentiality of, confidential
information (including know-how and trade secrets), and all other
intellectual property rights, in each case whether registered or unregistered
and including all applications and rights to apply for and be granted,
renewals or extensions of, and rights to claim priority from, such rights and
all similar or equivalent rights or forms of protection which subsist or will
subsist now or in the future in any part of the world.
Order
means the Customer's order for the supply of Goods and/or Services,
as set out in the Customer's purchase order form, or the Customer's written
acceptance of the Supplier's quotation, or overleaf, as the case may be.
Services
means the services, including the Deliverables, supplied by the
Supplier to the Customer as set out in the Service Specification.
Service Specification
means the description or specification for the
Services provided in writing by the Supplier to the Customer.
Special Conditions
means the additional terms and conditions set out in
the appendices to these General Conditions as amended from time to time
in accordance with clause 17.8 or as agreed between the parties, that apply
in relation to the supply of certain Goods or Services.
Supplier
means Springfield Business Papers Limited registered in England
and Wales with company number 09151244.
Supplier Materials
has the meaning given in clause 8.1.7.
UK Data Protection Legislation
means all applicable data protection and
privacy legislation in force from time to time in the UK including the General
Data Protection Regulation (
(EU) 2016/679
); the Data Protection Act 2018;
the Privacy and Electronic Communications Directive 2002/58/EC (as
updated by Directive 2009/136/EC) and the Privacy and Electronic
Communications Regulations 2003 (
SI 2003/2426
) as amended.
1.2 A
person
includes a natural person, corporate or unincorporated
body (whether or not having separate legal personality).
1.3 A reference to a party includes its successors and permitted assigns.
1.4 A reference to a statute or statutory provision is a reference to it as
amended or re-enacted. A reference to a statute or statutory
provision includes all subordinate legislation made under that statute
or statutory provision.
1.5 Any words following the terms
including, include, in particular
,
for example
or any similar expression shall be construed as
illustrative and shall not limit the sense of the words, description,
definition, phrase or term preceding those terms.
1.6 A reference to
writing or written
includes fax and email.
2 Basis of contract
2.1 The Order constitutes an offer by the Customer to purchase Goods
and/or Services in accordance with these Conditions.
2.2 The Order shall only be deemed to be accepted when the Supplier
issues written acceptance of the Order at which point and on which
date the Contract shall come into existence (“
Commencement
Date
”).
2.3 Any samples, drawings, descriptive matter or advertising issued by
the Supplier and any descriptions of the Goods or illustrations or
descriptions of the Services contained in the Supplier's catalogues or
brochures are issued or published for the sole purpose of giving an
approximate idea of the Services and/or Goods described in them.
They shall not form part of the Contract or have any contractual force.
2.4 These Conditions apply to the Contract to the exclusion of any other
terms that the Customer seeks to impose or incorporate, or which
are implied by trade, custom, practice or course of dealing.
2.5 Any quotation given by the Supplier shall not constitute an offer, and
is only valid for a period of 20 Business Days from its date of issue.
2.6 All of these Conditions shall apply to the supply of both Goods and
Services except where application to one or the other is specified.
3 Goods
3.1 The Goods are described in the Supplier's catalogue as modified by
any applicable Goods Specification.
3.2 The Supplier reserves the right to amend the Goods Specification if
required by any applicable statutory or regulatory requirement, and
the Supplier shall notify the Customer in any such event.
4 Delivery of Goods
4.1 The Supplier shall ensure that:
4.1.1 each delivery of the Goods is accompanied by a delivery note which
shows the date of the Order, the type and quantity of the Goods
(including the code number of the Goods, where applicable), special
storage instructions (if any) and, if the Order is being delivered by
instalments, the outstanding balance of Goods remaining to be
delivered; and
4.1.2 it states clearly on the delivery note any requirement for the
Customer to return any packaging material to the Supplier. The
Customer shall make any such packaging materials available for
collection at such times as the Supplier shall reasonably request.
4.2 Delivery of the Goods shall be made by the Supplier (or any third
party appointed by the Supplier for such purpose) delivering the
Goods to the Customer's premises or where agreed between the
parties, by the Customer collecting the Goods from the Supplier's
premises at any time after the Supplier has notified the Customer
that the Goods are ready for collection.
4.3 Delivery of the Goods shall be completed on the completion of
unloading or loading (as the case may be) of the Goods at the
relevant delivery location.
4.4 Any dates quoted for delivery of the Goods are approximate only, and
the time of delivery is not of the essence. The Supplier shall not be
liable for any delay in delivery of the Goods that is caused by a Force
Majeure Event or the Customer’s failure to provide the Supplier with
adequate delivery instructions or any other instructions that are
relevant to the supply of the Goods.
4.5 If the Supplier fails to deliver the Goods, its liability shall be limited
to the costs and expenses incurred by the Customer in obtaining
replacement goods of similar description and quality in the cheapest
market available, less the price of the Goods. The Supplier shall have
no liability for any failure to deliver the Goods to the extent that such
failure is caused by a Force Majeure Event or the Customer’s failure
to provide the Supplier with adequate delivery instructions for the
Goods or any relevant instruction related to the supply of the Goods.
4.6 If the Customer fails to take or accept delivery of the Goods within
three Business Days of the Supplier notifying the Customer that the
Goods are ready, then except where such failure or delay is caused
by a Force Majeure Event or by the Supplier’s failure to comply with
its obligations under the Contract in respect of the Goods:
4.6.1 delivery of the Goods shall be deemed to have been completed at
9.00 am on the third Business Day following the day on which the
Supplier notified the Customer that the Goods were ready; or
4.6.2 the Supplier shall store the Goods until delivery takes place, and
charge the Customer for all related costs and expenses (including
insurance).
4.7 If ten Business Days after the Supplier notified the Customer that the
Goods were ready for delivery the Customer has not taken or
accepted delivery of them, the Supplier may resell or otherwise
dispose of part or all of the Goods and, after deducting reasonable
storage and selling costs, account to the Customer for any excess
over the price of the Goods or charge the Customer for any shortfall
below the price of the Goods.
4.8 The Supplier may deliver the Goods by instalments, which shall be
invoiced and paid for separately. Each instalment shall constitute a
separate contract. Any delay in delivery or defect in an instalment
shall not entitle the Customer to cancel any other instalment.
5 Quality of Goods
5.1 The Supplier warrants that on delivery the Goods shall:
5.1.1 conform in all material respects with their description and any
applicable Goods Specification; and
5.1.2 be free from material defects in design, material and workmanship.
5.2 Subject to clause 5.3, the Supplier shall, at its option, repair or
replace the defective Goods, or refund the price of the defective
Goods in full if:
5.2.1 the Customer gives notice in writing within a reasonable time of
discovery that some or all of the Goods do not comply with the
warranty set out in clause 5.1;
5.2.2 the Supplier is given a reasonable opportunity of examining such
Goods; and
5.2.3 the Customer (if asked to do so by the Supplier) returns such Goods
to the Supplier's place of business at the Customer's cost.
5.3 The Supplier shall not be liable for the Goods' failure to comply with
the warranty in clause 5.1 if:
5.3.1 the Customer makes any further use of such Goods after giving a
notice in accordance with clause 5.2;
2
5.3.2 the defect arises because the Customer failed to follow the Supplier's
oral or written instructions as to the storage, installation,
commissioning, use or maintenance of the Goods or (if there are
none) good trade practice;
5.3.3 the defect arises as a result of the Supplier following any drawing,
design or Goods Specification supplied by the Customer;
5.3.4 the Customer alters or repairs such Goods without the written
consent of the Supplier;
5.3.5 the defect arises as a result of fair wear and tear, wilful damage,
negligence, or abnormal working conditions; or
5.3.6 the Goods differ from their description or the Goods Specification as
a result of changes made to ensure they comply with applicable
statutory or regulatory standards.
5.4 Except as provided in this clause 5, the Supplier shall have no liability
to the Customer in respect of the Goods' failure to comply with the
warranty set out in clause 5.1.
5.5 The terms of these Conditions shall apply to any repaired or
replacement Goods supplied by the Supplier.
6 Title and risk
6.1 The risk in the Goods shall pass to the Customer on completion of
delivery.
6.2 Subject to the Special Conditions set out in Appendix 1 in relation to
Fixed Price Purchasing, title to the Goods shall not pass to the
Customer until the earlier of:
6.2.1 the Supplier receives payment in full (in cash or cleared funds) for
the Goods and any other goods that the Supplier has supplied to the
Customer in respect of which payment has become due, in which case
title to the Goods shall pass at the time of payment of all such sums;
and
6.2.2 the Customer resells the Goods, in which case title to the Goods shall
pass to the Customer at the time specified in Clause 6.4.
6.3 Until title to the Goods has passed to the Customer, the Customer
shall:
6.3.1 store the Goods separately from all other goods held by the Customer
so that they remain readily identifiable as the Supplier’s property;
6.3.2 not remove, deface or obscure any identifying mark or packaging on
or relating to the Goods;
6.3.3 maintain the Goods in satisfactory condition and keep them insured
against all risks for their full price on the Supplier’s behalf from the
date of delivery;
6.3.4 notify the Supplier immediately if it becomes subject to any of the
events listed in Clause 14.2.2 to Clause 14.2.4; and
6.3.5 give the Supplier such information relating to the Goods as the
Supplier may require from time to time.
6.4 Subject to Clause 6.5, the Customer may resell or use the Goods in
the ordinary course of its business (but not otherwise) before the
Supplier receives payment for the Goods. However, if the Customer
resells the Goods before that time:
6.4.1 it does so as principal and not as the Supplier’s agent; and
6.4.2 title to the Goods shall pass from the Supplier to the Customer
immediately before the time at which resale by the Customer occurs.
6.5 If before title to the Goods passes to the Customer the Customer
becomes subject to any of the events listed in Clause 14.2.2 to Clause
14.2.4, then, without limiting any other right or remedy the Supplier
may have:
6.5.1 the Customer’s right to resell Goods or use them in the ordinary
course of its business ceases immediately; and
6.5.2 the Supplier may at any time:
(a) require the Customer to deliver up all Goods in its possession which
have not been resold, or irrevocably incorporated into another
product; and
(b) if the Customer fails to do so promptly, enter any premises of the
Customer or of any third party where the Goods are stored in order
to recover them.
7 Supply of Services
7.1 The Supplier shall supply the Services to the Customer in accordance
with the relevant Service Specification in all material respects.
7.2 The Supplier shall use all reasonable endeavours to meet any
performance dates for the Services specified in the Order, but any
such dates shall be estimates only and time shall not be of the
essence for the performance of the Services.
7.3 The Supplier reserves the right to amend the Service Specification if
necessary to comply with any applicable law or regulatory
requirement, or if the amendment will not materially affect the nature
or quality of the Services, and the Supplier shall notify the Customer
in any such event.
7.4 The Supplier warrants to the Customer that the Services will be
provided using reasonable care and skill.
8 Customer's obligations
8.1 The Customer shall:
8.1.1 ensure that the terms of the Order and any information it provides
in the Service Specification and the Goods Specification are
complete and accurate;
8.1.2 co-operate with the Supplier in all matters relating to the Services;
8.1.3 provide the Supplier, its employees, agents, consultants and
subcontractors, with access to the Customer's premises, office
accommodation and other facilities as reasonably required by the
Supplier to provide the Services;
8.1.4 provide the Supplier with such information and materials as the
Supplier may reasonably require in order to supply the Services,
and ensure that such information is complete and accurate in all
material respects;
8.1.5 obtain and maintain all necessary licences, permissions and
consents which may be required for the Services before the date
on which the Services are to start;
8.1.6 comply with all applicable laws, including health and safety laws;
8.1.7 keep all materials, equipment, documents and other property of
the Supplier (“
Supplier Materials
”) at the Customer's premises in
safe custody at its own risk, maintain the Supplier Materials in good
condition until returned to the Supplier, and not dispose of or use
the Supplier Materials other than in accordance with the Supplier's
written instructions or authorisation; and
8.1.8 comply with any additional obligations as set out in the Service
Specification and the Goods Specification.
8.2 If the Sup