Terms and Conditions

1. Definitions

1.1 “The Company” means Acanthus.

1.2 “The Customer” means the Customer of the Company.

1.3 “The Contract” means any Contract for the sale of Goods or services by the Company to the Customer.

1.4 “The Goods” means any Goods or services forming the subject of this Contract.

1.5 Any reference to days means working days.

1.6 “The Company’s Office” means Unit 21, Freemantle Business Centre, Millbrook Road East, Southampton, Hampshire SO15 1JR.

2. Quotation

Quotations by the Company unless otherwise stated in them shall be open for acceptance within 20 days of the date of quotation.

3. Existence of Contract

3.1 No Contract shall come into existence until the Customer’s order however given is accepted by the earliest of:-

a) the Company’s written acceptance.

b) delivery of the Goods.

c) the Company’s invoice

3.2 These conditions shall be incorporated in the Contract to the exclusion of any terms or conditions stipulated or referred to by the Customer.

3.3 No variations or amendments of this Contract shall be binding on the Company unless confirmed by in writing.

4. Prices

4.1 Prices are ex-works packed and  other taxes or duties.

4.2 The Company shall have the right to adjust its prices for any increase in the price of materials parts or labour, changes in work or delivery schedules or costs of any other kind arising for any reason beyond the Company’s control after the date of the  Contract

5. Preliminary Work, Copy and Proofs

5.1 Preliminary Work - All work carried out, whether experimentally or otherwise, at Customer’s request shall be charged unless otherwise agreed.

5.2 Copy- A change may be made to cover any additional work involved where copy supplied is not clear and legible.

5.3 Proofs - Proofs of all work may be submitted for Customer’s approval and the Company shall incur no liability for any errors not corrected by the Customer in proofs so submitted. Customer’s alterations and additional proofs necessitated thereby shall be charged extra. When style, type or layout is left to the Company’s judgement, changes therefrom made by the Customer shall be charged extra.

6 Payment

6.1 All invoices are payable without discount of any kind in pounds sterling or such other currency as may be agreed by the  Company on or before the last day of the calendar month following the month of invoice at the Company’s  Office and in no circumstances shall the Customer be entitled to make any deduction or withhold payment for any reason at all.

6.2 Time for payment shall be of the essence of the Contract.  Without prejudice to any other rights of the Company if the Customer fails to pay the invoice price by the due date the Customer shall not be allowed any discount given in that invoice and shall pay interest on any overdue amount from the date on which payment was due to that on which it is made whether before or after judgement on a daily basis at a rate of 2% per month compounded and reimburse to the Company all costs and expenses including legal costs incurred in the collection of any overdue amount.

7. Title

7.1 For the purpose of Section 12 of the Sales of Goods Act 1979 the Company shall transfer only such title rights in respect of the Goods as the Company has and if the Goods are purchased from a third party shall transfer only such title or rights as that party had and has transferred to the Company.

7.2 Notwithstanding the earlier passing of risk title in the Goods shall remain with the Company and shall not pass to the Customer until the amount due under the invoice for them has been paid in full.

7.3 Until title passes the Customer shall hold the Goods as bailee for the Company and shall store or mark them so that they can  at all times be identified as the property of the Company.

7.4 The Company shall be entitled at any time before title passes to repossess (without being liable for any damage caused by so doing) and use or sell all or any of the Goods and so terminate (without any liability to the Customer) the Customer’s rights to use sell or otherwise deal in them and for that purpose or determining what if any Goods are held by the Customer and  inspecting them to enter any premises of the Customer.
For the purposes of this clause the Company shall be entitled to enter into any premises and repossess any or any part of the Goods supplied to the Customer under this or any other Contract between the Company and the Customer and the Customer  shall indemnify the Company against all claims actions losses damage and costs which may be brought against or suffered by the Company as a result of such action being taken by the Company.

7.5 Until title passes the entire proceeds of sale of the Goods shall be held in trust for the Company and shall not be mingled with other monies or paid into any overdrawn bank account and shall be at all times identifiable as the Company’s money.

7.6 The Company shall be entitled to maintain an action for the price of any Goods notwithstanding that title within them has not passed to the Customer.

8. Risk Delivery and Performance

8.1 Goods are delivered to the Customer when the Company makes them available to the Customer or any agent of the Customer or any carrier (who shall be the Customer’s agent whoever pays his changes) at the Company’s premises or other delivery points agreed by the Company).

8.2 Risk in the Goods passes when they are delivered to the Customer.

8.3 The Company may at its discretion deliver the Goods by installments in any sequence.

8.4 Where the Goods are delivered by installments each installment shall be deemed to be the subject of a separate Contract and  no default or failure by the Company in respect of any one or more installments shall vitiate the Contract in respect of the Goods  previously delivered or undelivered Goods.

8.5 Any dates quoted by the Company for the delivery of the Goods are approximate only and shall not form part of the Contract and the Customer acknowledges that in the performance expected of the Company no regard has been paid to any quoted delivery dates.

8.6 If the Customer fails to take delivery of the Goods or any part of them on the due date and fails to provide any instruction documents licences consents or authorisations required to enable the Goods to be delivered on the due date the Company shall be entitled upon giving written notice to the Customer to store or arrange for the storage of the Goods and then risk in the Goods shall pass to the Customer delivery shall be deemed to have taken place and the Customer shall pay to  the Company all costs and expenses including storage and insurance charges arising from its failure.

8.7 The Company shall not be liable for any penalty loss injury damage or expense arising from any delay or failure in delivery or performance from any cause at all nor shall any such delay or failure entitle the Customer to refuse to accept any delivery or performance or repudiate the Contract.

9. Finance Company Arrangements

Notwithstanding any of the terms of the Contract the Customer shall be at liberty before the expiry of 5 days after notification to the Customer by the Company that the Goods have been completed for delivery to arrange for a Finance Company to purchase them from the Company at the price payable under the Contract.

10. Claims Notification

10.1 Any claim for non-delivery of any Goods shall be notified in writing by the Customer to the Company within 5 days of the date of the Company’s invoice.

10.2 Any claims that Goods have been delivered damaged are not of the correct quantity or do not comply with their description shall be notified by the Customer to the Company within 3 days of delivery.

10.3 Any alleged defects shall be notified by the Customer to the Company.

a) within 3 days after delivery of the Goods.

b) In the case of any alleged defect which is not reasonably apparent on inspection within 2 days after the alleged defect coming to the Customer’s attention but in any event within 6 months of delivery.

10.4 Any claim under this condition must be in writing and must contain full details of the claim including an exact description of that item of Goods in respect of which defects is alleged.

10.5 The Company shall be afforded reasonable opportunity and  facilities to investigate any claim made under this condition and the Customer shall if so requested in writing to the Company promptly return any Goods the subject of any claim and any packing securely packed and carriage paid to the Company for examination.

10.6 The Company shall have no liability with regard to any claim in respect of which the Customer has not complied with the conditions of this condition.

11. Scope of Contract

Under no circumstances shall the Company have any liability of whatever kind for:

11.1 Any defects resulting from improper conditions of storage wear and tear accident improper use by the Customer or use by the Customer otherwise than in accordance with instructions or advice of the Company or the manufacturer of any Goods or neglect or from any instruction or materials provided by the Customer.

11.2 Any Goods which have been adjusted modified or repaired otherwise than by the Company or its agents.

11.3 The suitability of any Goods for any particular purpose or use under specific conditions whether or not the purpose or conditions were known or communicated to the Company.

11.4 Any substitution by the Company of any materials or components not forming part of any specification of the Goods agreed in writing by the Company.

11.5 Any technical information recommendations statements or advice furnished by the Company its servants or agents not given in writing in response to a specific written request from the Customer.

11.6 Any variations in the quantities or dimensions of any Goods or changes of their specifications or  substitution of any materials or components if the variation or substitution does not materially affect the characteristics of the Goods and the substituted materials or components are of a quality equal or superior to those originally specified.

12. Extent of Liability

12.1 The Company shall have no liability to the Customer (other than liability for death or personal injury resulting from the Company’s negligence) for any loss or damage of any nature arising from any breach of any express or implied warranty or condition of the Contract or any negligence, breach or statutory or other duty on the part of  the Company or in any other way out of or in connection with the performance or purported performance or failure to perform a Contract save in accordance with this condition.

12.2 If the Customer establishes that any Goods have not been delivered or have been delivered damaged are not of the correct quantity or do not comply with their description the Company shall at its option replace with similar Goods any Goods which are missing lost or damaged or do not comply with their description or allow the Customer credit for their invoice value or repair any damaged Goods.

12.3 If the Customer establishes that any Goods are defective the Company shall at its option replace with similar Goods or repair any defective Goods or allow the Customer credit for their invoice value or to the extent that the Goods are not of the Company’s manufacture assign to the Customer (so far as the Company is able to do so) any warranties given by the manufacturer of the Goods to the Company.

12.4 The delivery of any repaired or replacement Goods shall be at the Company’s premises or other delivery point specified for the original Goods.

12.5 Where the Company is liable in accordance with this condition in respect of only some or part of the Goods the Contract shall remain in full force and effect in respect of the other or other parts of the Goods and no set off or other claim shall be made by the Customer against or in respect of such other or other parts of the Goods.

12.6 No claim against the Company shall be entertained for any defect arising from any design or specification provided or made by the Customer or if any adjustments alterations or other work had been done to the Goods by any person other than the Company or its agents.

12.7 The Company shall not be liable where any Goods the price of which does not include carriage are lost or damaged in transit and all claims  by the Customer shall be made against the carrier.

12.8 In no circumstances shall the liability of the Company to the Customer under this condition exceed the invoice value of the Goods.

12.9 The Customer shall indemnify the Company against all losses claims damages and actions howsoever arising as a result of an act or omission by any servant agent or employee of the Customer whilst on the Company’s premises.

12.10 Customer's artwork or other materials supplied to the Company remain at the customer's risk and the Company accepts no liability for damage, destruction or loss thereof.

13. General

13.1 The Company may sub-Contract the performance of the Contract in whole or in part.

13.2 The Contract is between the Company and the Customer as principals and shall not be assignable by the Customer without the express written consent of the Company.

13.3 The Company may at its discretion suspend or terminate the supply of any Goods if the Customer fails to make any payment when and as due or otherwise defaults in any of its obligations under the Contract or any other agreement with the Company or becomes insolvent has a receiver appointed of its business or is compulsorily or voluntarily wound up or the Company bona fide believes that any of those events may occur and in case of termination shall be entitled to forfeit any deposit paid.

13.4 If the Goods are manufactured in accordance with any design or specification provided or made by the Customer the Customer shall indemnify the Company from and against all claims costs expenses and liabilities of any nature in connection with them including any claim whether actual or alleged that the design or specification infringes the rights of any third party.

13.5 Where items or materials supplied by the Customer for working by the Company prove to be defective the Company reserves the right to claim against the Customer the cost of all work performed on such Goods in addition to any extra work undertaken by the Company to overcome such defects.

13.6 Where any extra costs are incurred by the Company on account of delays interruptions or suspension or work due to the Customer’s instructions or lack of instructions the Company reserves the right to increase the Contract price accordingly.

13.7 All materials owned by the Company and used in the production of the Goods shall remain the Company’s property.

13.8 Items used in the production of the Goods may be effaced immediately after delivery unless written agreements are made to the contrary.  In the latter event, rent for storage and insurance may be charged.

13.9 All property supplied to the Company by or on behalf of the Customer shall while it is in the possession of the Company or in transit to or from the Customer be deemed to be at Customer’s risk unless otherwise agreed in writing.

13.10 The Company shall be entitled to  make a reasonable charge for the storage of any Customer’s property left with the Company before receipt of the Customer’s order or after delivery.

13.11 The Contract and its subject matter are confidential and shall not be disclosed or used for any purposes whatsoever.

14. Cancellation.

Contracts for Goods shall be charged in full and the Customer will be liable for the full Contract price in the event of cancellation.

15. Force Majeure

The Company shall not be liable for any failure in the performance of any of its obligations under the Contract caused by factors outside of its control.

16. Law and Construction.

16.1 The Contract shall be governed by English law and the Customer shall consent to the exclusive jurisdiction of the English Courts in all matters regarding the Contract except to the extent that the Company invokes the jurisdiction of the Courts in any other country.

16.2 The headings of conditions are for convenience or reference only and shall not affect the interpretation of the substance.

17. Notices.

Any notice to be given under the Contract shall be in writing sent by facsimile transmission or forwarded by first class pre-paid letter post to the receiving party, such notice to be addressed to the Company at its Office or to the Customer at the address notified by the Customer for this purpose or if none so notified to the Customer’s last known business address.  Such notice shall be deemed to have been given on the date of the facsimile transmission or on the second day following that on which the notice was posted.

18. Breach of Contract

In the event of the Customer occasioning a breach of Contract which includes failure to pay to the Company’s payment terms then all monies whatsoever due from the Customer to the Company whether invoiced or not will become due and payable forthwith and the Company shall have the right to terminate the Contract and any other Contract between the Company and the Customer.