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Standard
Terms & Conditions - Supaphoto Ltd:
Please read these trading conditions with care. Whilst we endevour to
provide a service of the highest standard, even the best enterprises must
take account of the possibility, however remote, of error, omission or
wrongdoing. We therefore draw your attention to our standard conditions
of trading and in particular clauses 4 and 10, which contain provisions
defining and limiting our liability in respect of any potential breach
or default or otherwise has contact or dealings in the course of the Company's
business.
1. PARTIES
In these conditions, "Company" shall mean Supaphoto Limited
and "Customer" shall mean the person or Company with whom the
Company shall have entered into a contract for the sale of the goods or
provision of services.
2. INCORPORATION OF TERMS
2.1 Save to the extent that any provision of the sale of Goods Act 1976
(or any other relevant legislation) is non-excludable, these conditions
together with such other provisions of the said Act or other legislation
as are not inconsistent herewith shall apply to all contracts by the Company
and shall form part of the basis of the contract between the Company and
Customer.
2.2 These terms cover:
(a) All quotations and price lists are given;
(b) All orders accepted;
(ac) All pictures, prints, frames and other items of whatsoever nature
left with the Company or its agent(s) for any purpose in connection with
the business of future business of the Company or the Customer ("Property)
and shall override and exclude any other terms stipulated or incorporated
or referred to by the Customer, whether in the order, or in negotiations,
and any course of dealing established between the Company and Customer.
All orders hereafter made by the Customer shall be deemed to be made subject
to these terms.
2.3 No contract for the sale of the Goods specified in any order, acknowledgment
or other communication ("Goods") shall be concluded until the
Company has acknowledged the order in writing.
2.4 The signing by the Company of the Customer's documentation shall not
modify any of these terms nor imply any modification of these terms.
2.5 No employee, servant or agent of the Company has any authority whatsoever,
except in writing and with the written agreement of the Company, to amend,
vary, modify or waive and of the terms and conditions contained herein.
2.6 No modification of these terms shall be effective unless made by an
express written agreement between parties .
3. PRICE
3.1 All prices quoted by the Company are exclusive of value added tax
unless otherwise stated.
3.2 The Company's costs (including storage charges, if any) due to the
Customers neglect or default or lack of instruction shall be paid by the
Customer in addition to the contract price.
3.3 Unless otherwise agreed in writing, the prices at which the Goods
are sold are the respective prices listed in the Company's price list
in force on the date the Company acknowledges the Customer's order.
3.4 All prices quoted by the Company are exclusive of the Customer's special
packing and/or covering requirements; the Goods are delivered without
covering unless the Customer specifies its covering requirements at the
time of placing the order , which requirements may, at the Company's discretion,
be the subject of an additional charge over and above the list price.
3.5 The Company reserves the right to make a charge for delivery. Any
such charge will be notified to the Customer in writing on the invoice
4. NO GUARANTEE, WARRANTY OR UNDERTAKING
The Company gives no guarantee, warranty or undertaking, express or implied,
as regards to the fitness or suitability for any particular purpose of
the Goods or their injurious quality or freedom from latent defects save
where such guarantees, warranties or undertakings are required by law
to be given. The Customer acknowledges and agrees that it is solely responsible
for ensuring that the Goods are fit and/or suitable for the Customer's
purpose.
5. DESCRIPTION
Notwithstanding that the Goods may have been described and/or depicted
in any web site, brochures, or price list of the Company, if the Goods
correspond with any sample which has been produced to and examined by
the Customer, such Goods shall be deemed to correspond with the description
or depiction in any such brochure, catalogue or price list whether or
not that is in fact the case.
6. SAMPLES
Where the Company has provided the Customer with samples of any products
produced by the Company or has sent the Customer Goods on approval such
products or Goods are delivered to the Customer on a sale or return basis,
this is to say, upon condition that:
6.1 If the said products of Goods are retained by the Customer for more
than 6 months from the date of delivery then the Customer shall, forthwith,
pay for them in full;
6.2 The obligation to pay shall be discharged upon either the placing
of an order for purchase of any of the products of the Customer or by
waiver in writing by the Company.
7. PLACE OF DELIVERY
The Company shall deliver the Goods to the Customer at the Customer's
place of business or such other place as the Customer shall nominate at
the time of placing the order for the Goods.
8. RISK
8.1 Risk in the Goods shall pass to the Customer upon physical delivery
of the Goods into the care and/or custody of the Customer or its servant,
or agent or to the carrier, whether or not the carrier was contracted
by the Company or the Customer.
8.2 Risk in the Property shall remain the Customer whether or not there
has been physical delivery of the Property into the care and/or custody
of the Company or its servant, or agent.
8.3 The Customer must make its own insurance arrangements to cover damage
to or loss of
(a) the Goods in transit; and/or
(b) the Property
9. PAYMENT/RETENTION OF TITLE
9.1 Payment for the Goods shall be made in accordance with the terms set
out in the invoice provided always that property in the Goods shall not
in any circumstances pass until payment in full of any amount due in respect
thereof shall have been made together with interest thereon (if any).
9.2 Until payment in full shall have made been aforesaid, the Customer
shall hold the Goods as bail on behalf of the Company and shall keep the
Goods stored within its premises separately from its own or any other
Goods stored therein.
10. COMPANY'S RIGHT ON BREACH OF CONTRACT BY THE CUSTOMER
10.1 If the Customer fails to pay the Company any amount on due date,
or if otherwise in breach of any terms hereof.
(a) Interest due from the rate of 2% per month shall be payable upon all
amounts due for from the Customer to the Company, including general damages,
after, as well as before, Judgment has been obtained from the earlier
of the invoice dates or the date upon which the Company's cause of action
arose.
(b) The Customer shall pay all legal fees and other costs of enforcement
(or otherwise arising from the Customer's breach incurred by the Company
(whether or not Court proceedings shall have been issued) on a full indemnity
basis together with interest thereon pursuant to clause 11.1 from the
date upon which the Company shall have become liable to pay such fees
and/or other costs. The written certificate of the Company's solicitor
being conclusive proof of the amount due under this clause (b).
(ac) The Company may repossess any Goods in respect of which payment is
overdue and thereafter resell the same, and for this purpose, the Customer
hereby grants an irrevocable license to the Company and its servants and
agents to enter upon all or any of its premises with or without vehicles
during normal business hours. This right is without prejudice to any other
rights of the Company.
(d) The Company shall have the right when such failure to pay (or other
breach) arises before delivery of the Goods to the Customer to withhold
delivery of the same until such time as payment of all sums due from the
Customer to the Company has been made whether or not such sums are due
in respect of the Goods withheld including interest, legal costs, storage
costs and any other costs or expenses of the Company incurred by reason
of the Customer's default and/or breach.
(e) The Customer shall pay all expenses incurred by the Company arising
directly or indirectly from such breach and/or failure to pay including,
without prejudice to the generality of the foregoing, the costs of storage.
11. LIMITATION OF CLAIMS
11.1 The Customer shall carefully examine the Goods on receipt of the
same and the Company shall not be liable to the Customer:
(a) For shortage in quantity delivered, or damage to, or loss of the Goods
or any part hereof in transit unless such shortage, damage, or loss is
noted on the Company's copy of the delivery and full written details of
such shortage, damage, or loss are served on the Company within 3 working
days or delivery or (if the delivery note is endorsed "unexamined")
notice is served as aforesaid within 14 working days of delivery.
(b) For other defects in the Goods, unless written notice is served on
the Company within 3 months of receipt of the Goods by the Customer.
11.2 The Company's liability, howsoever arising, shall not exceed:
(a) the Goods shall be the unit price as stated on the Company's invoice
(b) the replacement cost of the material itself.
NB:
It is impossible for us to assess the value of originals and unprocessed
film supplied by the customer, and the charges made for our services do
not reflect or incorporate unlimited liability. Customers should insure
work of a special value and advise us accordingly.
12.
DELAY
12.1 All delivery dates given by the Company are estimates only and the
time of delivery shall not be of the essence of the contract .
12.2 Should the Company be prevented from or hindered in delivering the
Goods or any part thereof by reason of war, riot, explosion, fire, flood,
strike, lockout, Acts or regulations of Government, shortage of materials
or lab our, acts, default or omissions of the supplier of the Goods (are
any part thereof) to the Company or any cause beyond the Company's control,
the time for delivery shall be extended until the cause of delivery being
prevented or hindered has been removed or ceased to exist.
12.3 Should the Company be prevented from delivering part of the Goods
by reason of any of the causes specified in clause 13.2, the Company shall
deliver and the Customer shall take and pay for such part of the Goods
as the Company shall be able to deliver in accordance with the contract
12.4 Where the Goods are contracted for delivery by installment, each
delivery shall be deemed to be the subject of a separate enforceable contract.
12.5 The Company shall be entitled to deliver part of the Goods ordered
or to deliver installment and to invoice the Customer for such part delivery
or each such installment.
12.6 If delivery of the Goods has not been made within 6 months of the
estimated delivery date, the Customer shall be entitled, by giving written
notice to the Company to cancel its order in respect of such Goods.
12.7 In no circumstances shall the Company be liable to compensate the
Customer in damages or otherwise for late delivery or non-delivery of
the Goods or for any loss, consequential or otherwise, arising there from.
13. PHOTO COPYRIGHT INFORMATION
13.1 Supaphoto will not intentionally copy or reproduce any photograph
or other document which is known to be protected by copyright. Copyright
law is complex, but it can be roughly summarised as follows: Generally,
whoever takes the photograph owns the copyright. As long as this was not
a professional photographer, there shouldn't be any problems with permission.
If the photograph is the work of a professional photographer or photographic
studio, you can contact them and ask for written permission to copy it.
Then we can go ahead. If you cannot contact, or do not know, the studio
or professional, the general rule is that copyright lasts for the lifetime
of the photographer plus 50 years.
14. INDEMNITY
The Customer shall indemnify the Company against all action, proceedings,
liability, claims, damages, costs and expenses in relation to or arising
out of the sale use or operation of any product of the Customer of which
the Goods or any part of them from part.
15. CONSTRUCTION
Each provision of these conditions of trading is to be construed separately
applying and surviving even if for any reason, any one or more of the
said provisions is held inapplicable or unreasonable in any circumstances
and shall remain in force notwithstanding termination or nonperformance
of the contract.
16. PROPER LAW/JURISDICTION
All questions arising out of or in connection with this contract or the
Goods and/or Property or services supplied or covered by it or any matter
between the parties arising from it shall be settled by the Courts of
England to the Exclusion of all foreign Courts and all Tribunals and in
any case the contract and all such questions shall be construed in accordance
with and governed by the laws of England.
17. MISCELLANEOUS:
i) UNSUITABLE OR OFFENSIVE IMAGES OR MATERIAL
Supaphoto Ltd reserves the right not to process images which are deemed
unsuitable or offensive.
Customers are not allowed to upload, email to us or order prints of any
images or other material which contain: nudity or pornographic or obscene
material; racist material; material that is likely to incite hatred against
any person or group; blasphemous material; defamatory or otherwise actionable
material; images of any criminal act; material the use or inclusion of
which infringes any copyright, trademark or other intellectual property
right of any third party; material that breaches any applicable laws or
legislation. Although the customer prohibits the uploading of certain
types of image to the web site, we cannot control the use of Supahoto's
web site. It is possible that images or other material may appear on our
web site which are unlawful or offensive. We are not responsible for such
images or material but if you become aware of any such images or material
on the web site you should please contact us without delay. The company
may at it's discretion contact law enforcement authorities if it believes
that anything unlawful is occurring or has occurred in relation to the
web site (including the uploading or emailing of any images in breach
of the above restrictions). The company may provide copies of any relevant
images or material to the law enforcement authorities and in that connection
may also give them access to any personal data that is held by us. The
company may without notice and at it's sole discretion delete or remove
any image that has been uploaded, emailed or submitted for printing in
breach of it's terms. The company may refuse to provide any further services
to anyone who breaches these terms.
ii) ELECTRONIC COMMUNICATIONS
When you visit Supaphoto or send e-mails to us, you are communicating
with us electronically. You consent to receive communications from us
electronically. We will communicate with you by e-mail or by posting notices
on this site. You agree that all agreements, notices, disclosures and
other communications that we provide to you electronically satisfy any
legal requirement that such communications be in writing.
iii) TRADEMARKS
Supaphoto and other marks indicated on our site are trademarks of Supaphoto
Ltd. Supaphoto graphics, logos, page headers, button icons, scripts, and
service names are trademarks or trade dress of Supaphoto Ltd. All other
trademarks not owned by Supaphoto Ltd or its parent company that appear
on this site are the property of their respective owners, who may or may
not be affiliated with, connected to, or sponsored by Supaphoto Ltd.
iv) LICENSE AND SITE ACCESS
Supaphoto Ltd, grants you a limited license to access and make personal
use of this site and not to download (other than page caching) or modify
it, or any portion of it, except with express written consent of Supaphoto
Ltd. This license does not include any resale or commercial use of this
site or its contents; any collection and use of any product listings,
descriptions, or prices; any derivative use of this site or its contents;
any downloading or copying of account information for the benefit of another
merchant; or any use of data mining, robots, or similar data gathering
and extraction tools. This site or any portion of this site may not be
reproduced, duplicated, copied, sold, resold, visited, or otherwise exploited
for any commercial purpose without express written consent of Supaphoto
Ltd. You may not frame or utilize framing techniques to enclose any trademark,
logo, or other proprietary information (including images, text, page layout,
or form) of , Supaphoto Ltd, and our affiliates without express written
consent. You may not use any meta tags or any other "hidden text"
utilizing , Supaphoto Ltd name or trademarks without the express written
consent of Supaphoto Ltd. Any unauthorized use terminates the permission
or license granted by Supaphoto Ltd. You are granted a limited, revocable,
and nonexclusive right to create a hyperlink to the home page of Supaphoto
Ltd so long as the link does not portray Supaphoto Ltd, its affiliates,
or their products or services in a false, misleading, derogatory, or otherwise
offensive matter. You may not use any Supaphoto Ltd, logo or other proprietary
graphic or trademark as part of the link without express written permission.
v)RIGHT TO REJECT WORK
The company reserves the right to reject work where it clear that restoration
could not be carried out without compromising our high standards of workmanship.
For this reason, we ask that all restoration work be sent with an additional
stamped addressed envelope for the purposes of returning the original
image to the sender. Providing that images are sent to Supaphoto Ltd together
with an additional stamped addressed envelope and that the company has
not already commenced work on any images or cleared any payment made to
us by the client, the company will post them back to the customer a.s.a.p.
without any penalty whatsoever.
vi) ORDER CONFIRMATION
On receipt the customer's image, Supaphoto Ltd will contact the customer
to confirm price and details of work. Please note that the company is
under no obligation to accept any order placed by customer and we will
not be treated as having accepted any such order until the client has
received confirmation from the company that it have done so. This confirmation
will be by e-mail.
vi) SUPAPHOTO LTD WEB SITES IN MORE DETAIL
This web site is operated by Supaphoto Ltd. The web site provides access
to a number of services that may be used in accordance with these terms.
The services include: the ability to send to us or upload digital images
to the web site or to email digital images to us so that we can upload
them to a web site on your behalf; the ability to order prints of digital
images that have been uploaded to the web site, emailed or sent to us.
These terms govern the relationship between you and us. The web site (and
the services provided through the web site) can only be used if the client
agrees to these terms. People may only use the web site in accordance
with these terms. Only persons aged eighteen years or over may agree to
these terms and use the web site or the services offered through the web
site. The company may modify these terms at any time. The company will
post the modified terms on the web site. The company will notify the customer
by email if we do so. The modified terms will come into effect as soon
as they are posted on the web site and use of the web site (or of any
services provided through the web site) after that point will be subject
to the modified terms. There may be charges for other services supplied
by the company. These will be notified to you at the time you request
the services.
vii) INDEMNIFICATION
You will indemnify us and our officers and employees against any action,
claim, damages, liability, costs and expenses arising out of: any use
by you or your guests of the company's web site in breach of these terms,
any claim that the uploading or emailing of any images by you or on your
behalf is an infringement of any third party's copyright, trade mark or
other intellectual property rights; any claim that the processing, printing
or other dealing with by us in accordance with these terms of any images
uploaded or emailed by you or on your behalf is an infringement of any
third party's copyright, trade mark or other intellectual property rights.
viii) RIGHTS
You retain all intellectual property rights, including copyright, to the
images that you have sent to us, uploaded to the web site or emailed to
us.
The company may display, modify, print, transmit, distribute or delete
any of the images that you upload or email to us, provided that this use
is necessary in order to provide any of the services offered by us via
the web site or is otherwise allowed by these terms.
ix) OPERATION OF WEB SITE
The company may change the format and content of the web site (or any
products or services offered by this web site) at any time. The company
may terminate or suspend the operation of this web site (or terminate
or suspend provision of any products or services offered via this web
site) for Supaphoto or maintenance work, in order to update the content
or for any other reason. We may do this at any time and without notice.
The customer is advised to keep back ups of all material provided to us.
In particular, it is up to the customer to keep backup copies of images
uploaded by you or emailed to the company. We will not be responsible
for keeping backups or for loss of, deletion or corruption of any images
or any other material.
x) DATA PROTECTION
Personal data provided to us through this web site will only be used in
accordance with The company's privacy policy. Please read through this
carefully before proceeding. By providing your personal data to us you
are consenting to its use in accordance with our privacy policy.
xi) COMPLAINTS OR CLAIMS
Complaints or claims must be notified to us within twenty eight days of
receipt of goods, or in the case of non-delivery, in a reasonable time
after the goods were expected to arrive.
If you have a question or complaint, please contact the company.
xii) LAW AND JURISDICTION
These terms (and the provision of goods and services by the company) are
governed by and to be interpreted in accordance with English law. In the
event of any dispute arising in relation of these terms or in relation
to the provision of any goods and services by us the English courts will
have exclusive jurisdiction over such dispute.
xiii) COLOURS
Exact colour matching is not guaranteed at any time, due to the limitations
of photographic and computer materials and processes.
xiv) PHOTO RESTORATION & DIGITAL MANIPULATION WORK
Where areas of the original photograph are entirely missing, or where
blank areas are created by removing part of the image at the customer's
request (eg by deleting one or more persons), these areas will be rebuilt
to match the overall tone and content of the photograph. In the absence
of specific instructions or reference material supplied by the customer,
the manner in which this is done will be at the company's discretion.
xv) PRINT SIZES
ll sizes shown are print sizes and not actual image sizes. They are are
approximate and do not necessarily represent exact dimensions. It is entirely
the customer's responsibilty to specify in writing to Supaphoto Ltd the
required dimensions of both the image and the print paper in advance of
any work being carried out. Where this does not happen, Supaphoto Ltd
shall generally make the printed image size match the longest side of
the provided image. Any printed images sizes are approximate and do not
necessarily represent exact dimensions requested.
xvi) ESTIMATES
Estimates (where applicable) are valid for a period of one calendar month
from the quoted estimate date.
xvii) CD & DVDs - Compatibility with different manufacturers of dvd
players.
Due to the differences that exist between different manufacturers of dvd
players, we can offer no guarantee whatsoever that our discs will always
be compatible with the client's dvd player.
xvii) COMPETITIONS
From time to time, we may hold competitions via our web site. When you
enter a competition, we may ask you to tell us your name, email address,
mailing address and telephone number. We will not use these details in
any manner that is incompatible with this privacy policy.
xvii)
COOKIES:
We may store some information on your computer when you look at our site.
This information facilitates your use of our web site, and ensures that
you do not need to re- enter your details on each visit. You can set your
browser to notify you when you receive a cookie, which allows you to choose
whether or not to protect it.
xviii)
COOKIES:
We aim to keep our records as accurate as possible. If you would like
to review or change the details that you have supplied us with at any
time, please contact us as set out below.
xix)
SECURITY
The technology that we use and the policies that we have implemented are
intended to safeguard your privacy from unauthorized access and improper
use. We will continue to update these measures as new technology becomes
available.
xx)
LINKS TO OTHER SITES:
This site contains links to other sites. We cannot be responsible for
the privacy policies and practices of other web sites. We recommend that
you check the policy of each site that you visit.You may have linked to
this web site from a third party web site. We cannot be responsible for
the privacy policies and practices of the third party web site from which
you linked to our web site. We recommend that you check the policy of
that third party site and contact its owner or operator if you have any
concerns or questions.
Contacting
us:
If
you would like to contact us click here write to us at:
Supaphoto
Ltd, 9 Gold stone Way, Hove, East Sussex, BN3 7PA, United Kingdom
All text and images Copyright © Supaphoto, 2003, All rights reserved.
Written Permission is required for any use. All dealings with Supaphoto Ltd are subject to it's Standard Terms & Conditions..
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