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Terms & Conditions



The Buyer’s attention is in particular drawn to the provisions of condition 10.4


1.1 In these Conditions the following words have the following meanings:

the Buyer the person(s), firm or company whose written order for the Goods is

accepted by the Company;

the Company M4 UK Limited (registered number 4568875 ) whose registered

office is at Unit 2 The Granary, Cliftongate Business Park, Wigginton Road, York,

YO32 2RH.

Contract any contract between the Company and the Buyer for the sale and

purchase of the Goods, incorporating these Conditions;

Contract Price means the total price payable by the Buyer to the Company under a

Contract in accordance with these Conditions;

Goods any goods which the, Company is to supply to the Buyer (including any part

or parts of them).

1.2 1.1 In these Conditions references to any statute or statutory provision shall

unless the context requires otherwise include a reference to that statute or

statutory provision as from time to time amended, consolidated, modified,

extended, re­enacted or replaced.

1.3 In these Conditions references to the masculine include the feminine and the

neuter and to the singular include the plural and vice versa as the context admits

or requires.

1.4 1.2 In these Conditions headings will not affect the construction of these



2.1 Subject to any variation under condition 2.3 the Contract will be on these

Conditions to the exclusion of all other terms and conditions (including the

exclusion of any terms and conditions which the Buyer purports to apply under any

purchase order, confirmation of order, specification or other document).

2.2 2.2 No terms or conditions endorsed upon, delivered with or contained in the

Buyer’s purchase order, confirmation of order, specification or other document will

form part of the Contract simply as a result of such document being referred to in

the Contract.

2.3 2.3 These Conditions apply to all the Company’s sales and any variation to

these Conditions and any representations about the Goods shall have no effect

unless expressly agreed in writing and signed by a Director of the Company.

2.4 2.4 Each order for Goods by the Buyer from the Company shall be deemed to

be an offer by the Buyer to purchase Goods subject to these Conditions.

2.5 2.5 No order placed by the Buyer shall be deemed to be accepted by the

Company until a written acknowledgment of order is issued by the Company or (if

earlier) the Company delivers the Goods to the Buyer. Acceptance of delivery of

the Goods shall be deemed to be conclusive evidence of the Buyer’s acceptance

of these terms and conditions.

2.6 2.6 The Buyer must ensure that the terms of its order and any applicable

specification are complete and accurate.

2.7 2.7 Any quotation is given on the basis that no Contract will come into

existence until the Company dispatches an acknowledgement of order to the

Buyer. Any quotation is valid for period of 60 days only from its date, provided that

the Company has not previously withdrawn it.

2.8 2.8 The Buyer shall sign and return the written acknowledgement of order and

artwork proof and no Contract shall come into force until these are received by the

Company. The Company shall not be liable for any loss (including loss of profit)

costs, damages, charges or expenses suffered or incurred by the Buyer as a

result of the Buyer signing off an incorrect acknowledgement of order or artwork


2.9 2.9 If the Goods are to be manufactured or any process is to be applied to

the Goods by the Company in accordance with a specification submitted by the

Buyer, the Buyer shall indemnify the Company against all loss, damages, costs

and expenses awarded against or incurred by the Company in connection with,

or paid or agreed to be paid by the Company in settlement of any claim for

infringement of any patent, copyright, design, trademark or other industrial or

intellectual property rights of any person which results from the Company’s use of

the Buyer’s specification.

2.10 2.10 The Company reserves the right to make any changes in the

specification of the Goods which are required to conform with any applicable

statutory or EU requirements or where the Goods are to be supplied to the

Company’s specification, which do not materially affect their quality or


2.11 2.11 Subject to condition 4.7 no order which has been accepted by the

Company may be cancelled by the Buyer except with the written consent of the

Company and on terms that the Buyer will indemnify the Company in full against

all losses (including loss of profit) costs (including the costs of all labour and

material used), damages, charges and expenses suffered or incurred by the

Company as a result of such cancellation.


3.1 The description of the Goods shall be as set out in the Company’s quotation.


3.2 All drawings, descriptive matter, specifications and advertising issued by

the Company and any descriptions or illustrations contained in the Company’s

catalogues or brochures are issued or published for the sole purpose of giving

an approximate idea of the Goods described in them. They will not form part of

this Contract.


4.1 Unless otherwise agreed in writing by the Company delivery of the Goods

shall take place at the Company’s place of business.

4.2 4.2 If carriage is required in accordance with condition 4.1 the Goods shall be

delivered by such means as the Company thinks fit unless the Buyer has

specified in its order the details of the contract with a carrier which it reasonably

requires having regard to the nature of the Goods and the other circumstances

of the case.

4.3 4.3 The carrier shall be deemed to be the Buyer’s agent except for the

purposes of section 44, 45 and 46 of the Sale of Goods Act 1979.

4.4 4.4 Delivery of the Goods shall be accepted at any time of day.

4.5 4.5 Any dates specified by the Company for delivery of the Goods are

intended to be an estimate and time for delivery shall not be made of the

essence by notice. If no dates are so specified, delivery will be within a

reasonable time.

4.6 4.6 Subject to the other provisions of these Conditions the Company will not

be liable for any loss (including loss of profit), costs, damages, charges or

expenses caused directly or indirectly by any delay in the delivery of the Goods

(even if caused by the Company’s negligence), nor will any delay entitle the

Buyer to terminate or rescind the Contract unless such delay exceeds 180


4.7 4.7 If for any reason the Buyer does not accept delivery of any Goods when

they are ready for delivery, or the Company is unable to deliver the Goods on

time because the Buyer has not provided appropriate instructions, documents,

licenses or authorisations:

4.7.1 4.8 risk in the Goods will pass to the Buyer (including for loss or damage

caused by the Company’s negligence);

4.7.2 4.9 the Goods will be deemed to have been delivered; and

4.7.3 4.10 the Company may store the Goods until delivery and the Buyer wilt

be liable for all related costs and expenses (including without limitation storage

and insurance).

4.8 4.11 The Company will, at the point or place where delivery takes place under


4.12 provide at its expense, adequate and appropriate equipment and manual

labour for loading the Goods.

4.9 4.13 Where the Goods are to be delivered in instalments, each delivery shall

constitute a separate contract and failure by the Company to deliver any one or

more of the instalments in accordance with these Conditions or any claim by

the Buyer in respect of any one or more instalments shall not entitle the Buyer

to treat the whole contract as repudiated.


5.1 The quantity of any consignment of Goods as recorded by the Company upon

despatch from the Company’s place of business shall be conclusive evidence of

the quantity received by the Buyer on delivery unless the Buyer can provide

conclusive evidence proving the contrary.

5.2 5.2 The Company shall not be liable for any

non­delivery of Goods (even if caused by the Company’s negligence) unless

written notice is given to the carrier and the Company within 2 days of the date

when the Goods would in the ordinary course of events have been received.

5.3 5.3 Any liability of the Company for non­delivery of the Goods shall be limited

to replacing the Goods within a reasonable time or issuing a credit note at the

pro rata Contract Price against any invoice raised for such Goods.


6.1 The Goods are at the risk of the Buyer from the time of delivery in accordance

with condition 4.1.

6.2 6.2 Ownership of the Goods shall not pass to the Buyer until the Company

has received in full (in cash or cleared funds) all sums due to it in respect of:

6.2.1 6.3 the Goods; and

6.2.2 6.4 all other sums which are or which become due to the Company from

the Buyer on any account.

6.3 6.5 Until ownership of the Goods has passed to the Buyer, the Buyer must:

6.3.1 6.6 hold the Goods on a fiduciary basis as the Company’s bailee;

6.3.2 6.7 store the Goods (at no cost to the Company) separately from all other

goods of the Buyer or any third party in such a way that they remain readily

identifiable as the Company’s property;

6.3.3 6.8 not destroy, deface or obscure any identifying mark or packaging on or

relating to the Goods;

6.3.4 6.9 maintain the Goods in satisfactory condition insured on the

Company’s behalf for their full price against all risks to the reasonable

satisfaction of the Company. On request the Buyer shall produce the policy of

insurance to the Company; and

6.3.5 6.10 hold the proceeds of the insurance referred to in condition 6.3.4 on

trust for the Company and not mix them with any other money, nor pay the

proceeds into an overdrawn bank account.

6.4 6.11 The Buyer may resell the Goods before ownership has passed to it solely

on the following conditions:

6.4.1 6.12 any sale shall be effected in the ordinary course of the Buyer’s

business at full market value; and

6.4.2 6.13 any such sale shall be a sale of the Company’s property on the

Buyer’s own behalf and the Buyer shall deal as principal when making such a


6.5 6.14 The Buyer’s right to possession of the Goods shall terminate

immediately if:

6.5.1 6.15 the Buyer (being an individual or partnership) has a bankruptcy order

made against him/them or makes an arrangement or composition with his/their

creditors, or otherwise takes the benefit of any Act for the time being in force

for the relief of insolvent debtors, or (being a body corporate) convenes a

meeting of creditors (whether formal or informal), or enters into liquidation

(whether voluntary or compulsory) except a solvent voluntary liquidation for the

purpose only of reconstruction or amalgamation, or has a receiver and/or

manager, administrator or administrative receiver appointed of its undertaking

or any part thereof, or a resolution is passed or a petition presented to any

court for the winding up of the Buyer, or for the granting of an administration

order in respect of the Buyer, or any proceedings are commenced relating to

the insolvency or possible insolvency of the Buyer; or

6.5.2 6.16 the Buyer suffers or allows any execution, whether legal or

equitable, to be levied on his/their/its property or obtained against him/their/it,

or fails to observe/perform any of his/its obligations under the Contract or any

other contract between the Company and the Buyer, or is unable to pay

his/their/its debts within the meaning of section 123 of the Insolvency Act 1986

or the Buyer ceases to trade; or

6.5.3 6.17 the Buyer encumbers or in any way changes any of the Goods.

6.6 6.18 The Company shall be entitled to recover payment for the Goods

notwithstanding that ownership of any of the Goods has not passed from the


6.7 6.19 The Buyer grants the Company, its agents and employees an irrevocable

license at any time to enter any premises where the Goods are or may be

stored in order to inspect them, or, where the Buyer’s right to possession has

terminated, to recover them.


7.1 Unless otherwise agreed by the Company in writing the price for the Goods

shall be the price set out in the Company’s acknowlegement of order.

7.2 7.2 The price for the Goods shall be exclusive of any value added tax or any

other applicable tax which the Buyer will pay in addition when it is due to pay

for the Goods.

7.3 7.3 Except as otherwise agreed in writing by the Company the price for the

Goods is given on an ex­works basis and where the Company agrees to deliver

the Goods otherwise than the Company’s premises, the Buyer shall be liable to

pay the Company’s charges for transport, packaging and insurance.


8.1 Subject to condition 8.1, unless otherwise agreed by the Company in writing,

the Company may invoice the Buyer for the price of the Goods on or at any time

after delivery of the Goods, unless the Goods are to be collected by the Buyer or

the Buyer wrongfully fails to take delivery of the Goods, in which event the

Company shall be entitled to invoice the Buyer for the price at any time after the

Company has notified the Buyer that the Goods are ready for collection or (as the

case may be) the Company has tendered delivery of the Goods.

8.2 8.2 Payment of the price for the Goods is due in pounds sterling on the last

working day of the month following the month in which the Goods are

delivered or deemed to be delivered.

8.3 8.3 Time for payment shall be of the essence.

8.4 8.4 No payment shall be deemed to have been received until the Company

has received cleared funds.

8.5 8.5 All payments payable to the Company under the Contract shall become

due immediately upon termination of this Contract despite any other


8.6 8.6 The Buyer shall make all payments due under the Contract without any

deduction whether by way of set­off, counterclaim, discount, abatement or

otherwise unless the Buyer has a valid court order requiring an amount equal

to such deduction to be paid by the Company to the Buyer.

8.7 8.7 The Company may appropriate any payment made by the Buyer to the

Company to such of the Goods as the Company thinks fit despite any

purported appropriation by the Buyer.

8.8 8.8 If the Buyer fails to pay the Company any sum due pursuant to the

Contract the Buyer will be liable to pay interest to the Company on such sum

from the due date for payment at the annual rate of 2% above the base

lending rate from time to time of Lloyds TSB Bank, accruing on a daily basis

until payment is made, whether before or after any judgement. The Company

reserves the right to claim interest under the Late Payment of Commercial

Debts (Interest) Act 1998.


9.1 Where the Company is not the manufacturer of the Goods, the Company will

endeavour to transfer to the Buyer the benefit of any warranty or guarantee given

to the Company.

9.2 9.2 The Company warrants that (subject to the other provisions of these

Conditions) upon delivery, and for a period of 6 months from the date of

delivery, the Goods will be of satisfactory quality within the meaning of the

Sale of Goods Act 1994.

9.3 The Company shall not be liable for a breach of the warranty in condition

9.2 unless:

9.3.1 9.4 the Buyer gives written notice of the defect to the Company, and (if the

defect is as a result of damage in transit) to the carrier, within 3 days of:

(a) the date of delivery (where the defect would be apparent to the Buyer upon

a reasonable inspection); or

(b) the date when the Buyer discovers or ought reasonably to have discovered

the defect (where the defect would not be apparent to the Buyer upon

reasonable inspection); and

9.3.2 9.5 the Company is given a reasonable opportunity after receiving the

notice of examining such Goods and the Buyer (if asked to do so by the

Company) returns such Goods to the Company’s place of business at the

Buyer’s cost for the examination to take place there.

9.4 9.6 The Company shall not be liable for a breach of the warranty in condition


9.4.1 9.7 if the Buyer makes any further use of such Goods after giving notice;


9.8 if the Buyer alters or repairs such Goods without the written consent of the

Company; or


9.4.3 9.9 if the defect arises because the Buyer failed to follow the Company’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; or

9.4.4 9.10 if the defect arises due to the installation, maintenance or use of the

Goods by a third party and the defect is due to the incorrect installation,

maintenance or use of the Goods by that third party; or

9.4.5 9.11 if the defect in such Goods arises from any design defect in any

drawing design or specification supplied or approved by the Buyer; or

9.4.6 9.12 to the extent that the defect in the Goods arises from parts, material

or equipment not manufactured by the Seller in respect of which condition 9.1

will apply.

9.5 9.13 Subject to conditions 9.3 and 9.4, if any of the Goods do not conform

with the warranty in condition

9.14 the Company shall at its option repair or replace such Goods (or the

defective part) provided that, if the Company so requests, the Buyer shall, (at

the Buyer’s expense), return the Goods or the part of such Goods which is

defective to the Company.

9.6 9.15 If the Company complies with condition 9.5 it shall have no further

liability for a breath of the warranty in condition 9.2 in respect of the quality of

such Goods.

9.7 9.16 Any Goods replaced will belong to the Company and any repaired or

replacement Goods will be guaranteed on these terms for the unexpired

portion of the 6 month period.


10.1 The following provisions and the provisions of conditions 4, 5 and 9, set out

the entire liability of the Company (including any liability for the acts or omissions of

its employees, agents and sub~ contractors) to the Buyer in respect of:

10.1.1 10.2 any breach of these Conditions;

10.1.2 10.3 any use made or resale by the Buyer of any of the Goods, or of any

products incorporating any of the Goods; and

10.1.3 10.4 any representation, statement or tortious act or omission including

negligence arising under or in connection with the Contract.

10.2 10.5 All warranties, conditions and other terms implied by statute or

common law (save for the conditions implied by section 12 of the Sale of

Goods Act 1979) are, to the fullest extent permitted by law, excluded from the


10.3 10.6 Nothing in these Conditions excludes or limits the liability of the

Company for death or personal injury caused by the Company’s negligence or

for fraudulent misrepresentation.

The Buyer’s attention is in particular drawn to the provisions of condition


10.4 10.7 Subject to conditions 10.2 and 10.3:

10.4.1 10.8 the Company’s total liability in contract, tort (including negligence or

breach of statutory duty), misrepresentation or otherwise, arising in connection

with the performance or contemplated performance of this Contract shall be

limited to the pro rata Contract Price; and

10.4.2 10.9 the Company shall not be liable to the Buyer for any pure economic

loss, loss of goodwill or reputation, loss of profit of loss of sales (whether

direct or indirect) or any consequential or indirect loss, damage or expense

whatsoever (howsoever caused) which arises out of or in connection with the


10.5 10.10 The Buyer shall indemnify the Company against all liability, actions

proceedings, costs, claims, damages or demands in any way connected with

this Contract brought or threatened to be brought against the Company by any

third party except to the extent the Company is liable to the Buyer in

accordance with these terms and conditions.


11.1 The Buyer shall not be entitled to assign the Contract or any part of it without

the prior written consent of the Company.

11.2 11.2 The Company may assign the Contract or any part of it to any

person, firm or company.


12.1 The Company shall not be deemed to be breach of this Agreement or

otherwise liable to the Buyer in any manner whatsoever for any failure or delay in

performing its obligations under this Agreement due to Force Majeure.

12.2 12.2 For the purpose of this condition 12 Force Majeure means, any

cause preventing the Company from performing any or all of its obligations

which arises from or is attributable to acts, events, omissions or accidents

beyond the reasonable control of the Company including without limitation,

strikes, lockouts or other industrial disputes (whether involving the workforce

of the Company or any other party), act of God, war, riot, civil commotion,

malicious damage, compliance with any law or governmental order, rule,

regulation or direction, accident, breakdown of plant or machinery, fire, flood,

storm or default of supplies or sub­contractors.


13.1 Time for performance of all obligations of the Buyer under the Contract is of

the essence.

13.2 13.2 Each right or remedy of the Company under the Contract is without

prejudice to any other right or remedy of the Company whether under the

Contract or not.

13.3 13.3 If any provision of the Contract is found by any court, tribunal or

administrative body of competent jurisdiction to be wholly or partly illegal,

invalid, void, voidable, unenforceable or unreasonable it shall to the extent of

such illegality, invalidity, voidness, void­ability, enforceability or

unreasonableness be deemed severable and the remaining provisions of the

Contract and the remainder of such provision shall continue in full force and


13.4 13.4 Failure or delay by the Company in enforcing or partially enforcing

any provision of the Contract will not be construed as a waiver of any of its

rights under the Contract.

13.5 13.5 Any waiver by the Company of any breach of, or any default under,

any provision of the Contract by the Buyer will not be deemed a waiver of any

subsequent breach or default and will in no way affect the other terms of the


13.6 13.6 The parties to this Agreement do not intend that any of its terms will

be enforceable by virtue of the Contracts (Rights of Third Parties) Act 1999 by

any person not a party to it.

13.7 13.7 The formation, existence, construction, performance, validity and all

aspects of the Contract shall be governed by English law and the parties submit

to the exclusive jurisdiction of the English courts.


14.1 All communications between the parties about this Contract must be in writing

and delivered by hand or sent by pre­paid first class post or sent by facsimile


14.1.1 14.2 (in case of communications to the Company) to its registered office

or such changed address as shall be notified to the Buyer by the Company; or

14.1.2 14.3 (in case of communications to the Buyer) to the registered office of

the addressee (if it is a company) or (in any other case) to any address of the

Buyer set out in any document which forms part of this Contract or such other

address as shall be notified to the Company by the Buyer.

14.2 14.4 Communications shall be deemed to have been received:

14.2.1 14.5 if sent by pre­paid first class post, 2 days (excluding Saturdays,

Sundays and Bank and public holidays) after posting (exclusive of the day of


14.2.2 14.6 if delivered by hand, on the day of delivery;

14.2.3 14.7 if sent by facsimile transmission on a working day prior to 4.OOpm,

at the time of transmission and otherwise on the next working day.

14.3 14.8 Communications addressed to the Company shall be marked for the

attention of a Director.


15.1 All warranty periods will be made clear on relative schedules / signage

packages issued to support works or are available on request. Warranties are for

the working parts only and do not cover installation costs or any access equipment

/ permits required to complete such works.


16.1 When undertaking any installation that is effected by site not being ready for

circumstances out of M4 UK Limited's control, which include:

+ No access to areas of work

+ Weather conditions

+ Area's of installation are in complete or other trades restrict clear access

+ Site closure

day rate is £270 per operative per day

If any of the above items are actioned then M4 UK Limited's standard installation

16.2 16.2 Any hired access equipment, permits applied for & segregation

equipment hire costs will be divided into the number of days the works were

originally scheduled for on site and cost for each lost day will be invoiced to reflect


1. 17.1 Work in progress and cancelled orders

1. 17.2 If we begin work on a job and subsequently the customer cancels

the order, we reserve the right to invoice for the work carried out and any

expenses incurred. If the customer does not progress a job for more than 90 days

(e.g. does not respond to a visual design proposal or proof), we reserve the right

to invoice for the work carried out and any expenses incurred.


2. 18.1 A maximum of three cycles of proofing and design alterations are

included in our estimates. Further cycles of proofing and design alterations may

incur extra charges.

18.2 changes to content are included in our estimates. Lengthy or

significant alterations to content will be charged at the hourly rate plus

materials and/or expenses.

18.3 Changes to other material (e.g. photos) and requirements which

significantly affect work already carried out will be charged at the hourly rate

plus materials and/or expenses.

1. 19 Proof­reading

3. 19.1 It is the customer's responsibility to check proofs for errors in copy and

content. Even if text is supplied electronically (i.e. on disk or via e­mail) it is still

the customer's responsibility to check all text on the proof version for errors that

may have occurred subsequently. If any text on the proof is not clear (e.g.

through poor fax reproduction) it is the customer's responsibility to obtain a clear

copy from us.

19.2 Checking the printed product

4. 19.3 It is the customer's responsibility to check that the quality and

quantity of printed materials delivered is acceptable and as agreed. M4 UK must

be informed of any discrepancy by 5pm of the next working day following


2. 20 Copyright

1. 20.1 It is the customer's responsibility to ensure that copyright is not

infringed through the use of any materials they supply to us.

20.2 Images purchased or commissioned by M4 UK for the customer are

subject to the terms and conditions of the supplier, a copy of which can be

supplied on request.

20.3 M4 UK retains copyright on design work we produce as part of a

tender, unless otherwise agreed.

20.4 Copyright on completed design work produced by M4 UK transfers to

the client once payment of our invoice has been made in full, subject to the

conditions above. However, we reserve the right to use material it has

designed or produced in our own publicity (e.g. our portfolio), whether in

hard copy or electronic form.

20.5 Copyright on any website code, programming or software from third

parties remains with the original owner/author unless otherwise agreed.

Copyright on code produced by M4 UK remains with us, but the client is

granted a permanent license to use and modify the code for their own use,

once payment has been made in full and provided that our copyright notice

is preserved within the code.

20.6 Archiving work and supplying files


1. 20.7 Whilst M4 UK endeavours to archive all work electronically, we


guarantee that all data files are retrievable for future use. We cannot accept

responsibility for lost or corrupted files.

20.8 Copies of data files can be supplied to the client on request, copyright

permitting. Some items (e.g. fonts) can not be supplied due to copyright


2. 20.9 When older files are re­used or supplied to a client, the time taken

to retrieve them and convert them to current data formats may be charged.

20.10 M4 UK does not attempt to restrict its clients to an exclusive

relationship. When a client wishes to work with another supplier of design,

print or web services, we will make all reasonable efforts to help by

supplying files and information, but we may charge for the time taken at the

hourly rate.

This is the current version of our Terms of Trade as of 02 December 2011. None of the

above affects your statutory rights.