General Conditions of Sale and Service

These Conditions alone shall govern and be incorporated in every Contract for the sale of Services by Toner Graphics Ltd, (hereinafter referred to as the Company) to any Client.

1. Definitions

In these Terms and Conditions:
"The Company" means Toner Graphics Ltd
"Conditions" means the Terms and Conditions of Sale and Service set out in this document, and includes any special terms and conditions agreed in writing between The Client and The Company.
"The Client" means the person or organisation that buys, or agrees to buy, Services from The Company.
"The Contract" means the contract for the purchase and sale of Services and the schedule for delivery.
"Services" means the services provided as specified in The Contract, including installation, configuration, design, development, programming and support or any part thereof which The Company is to provide in accordance with The Contract.
"System" means any computer network or part thereof provided by The Company
"Project" means any website, database, code or part thereof provided by The Company.
"Price" means the price for the Services.

2. Conditions Applicable

2.1 The headings in These Terms and Conditions are for convenience only and shall not affect their interpretation.
2.2 All contracts for sale made by The Company are subject to these Terms and Conditions, unless excluded or varied by express written agreement between The Company and The Client.
2.3 The Company accepts The Client's order for Services upon these Conditions, to the exclusion of any printed Terms and Conditions of The Client which shall not form part of the agreement.
2.4 Provision of Services by The Company shall be conclusive evidence before any Court or arbiter that these Conditions apply thereto.
2.5 No variation to these Terms and Conditions shall be binding, unless agreed in writing between The Client and The Company.
2.6 Any advice or recommendation given by The Company or its employees or its agents to The Client or its employees or agents as to the maintenance, application or use of the Systems provided, which is not confirmed in writing by The Company, is followed or acted upon entirely at The Client's risk and accordingly The Company shall not be liable for any such advice or recommendation which is not so confirmed. These Conditions, (as modified in accordance with 2.5) are the entire understanding of the parties and supersede any prior promises, representations or undertakings. This shall not exclude any liability in respect of any statement made fraudulently by either party prior to the date of The Contract.
2.7 Any typographical, clerical or other error or omission in any sales literature, quotation, price list, and acceptance of offer, invoice or other document issued by The Company shall be subject to correction without liability on the part of The Company.

3. Orders and Specifications

3.1 Any orders given verbally, (i.e. not in writing) must be immediately confirmed in writing by The Client, otherwise The Company can not accept liability for wrong interpretation or delay in proceeding with the order. When The Client's urgency does not allow sufficient time for the written confirmation to be received, The Client will be liable for any error arising.
3.2 The Client shall be responsible to The Company for ensuring the accuracy of the terms of any order, (including any applicable specifications submitted by The Client) and for giving The Company any necessary information relating to the Services within sufficient time to enable The Company to perform The Contract in accordance with its terms.
3.3 No order which has be accepted by The Company may be cancelled by The Client except with the agreement in writing of The Company and on terms that The Client shall indemnify The Company in full against all loss, (including loss of all profits) costs, (including the cost of any labour and or materials used) damages, charges and expenses incurred by The Company as a result of the cancellation.

4. Price, Payment, Returns & Refund Policy

4.1 Service Prices are subject to alteration with 7 days notice and The Company reserves the rights to invoice at the Price ruling on the date of invoice. This clause applies if there is any increase in the Price or the cost to The Company by reason of any foreign exchange fluctuations, currency regulations, rates of insurance, alterations and duties, or importation variations in the cost of raw material, or labour or utilities, or transport or by reason of any cause beyond the control of The Company.
4.2 The Company wants you to be happy with your purchase. Please check the goods on delivery and ensure that they are supplied correctly. If any of the goods prove to be unsuitable please return them within 7 days, in the original packaging and in an unused condition for a full refund less administration costs.
4.3 Delivery within the United Kingdom
-Delivery £4.95 (Excluding VAT) on orders below £250.00 (Excluding VAT)
-Delivery free of charge on Orders above £250.00 (Excluding VAT)
-Delivery free of charge on all Corporate Credit Accounts (Payment Terms: Strictly 30 Days from date of Invoice)
-Deliver outside UK Contact us at info@tonergraphics.co.uk

4.4 Payment Terms
Our terms are 30-days from invoice date. At our discretion, we will offer net monthly terms with payment required physically in our hands by the last working day of each month.
Please post your cheque or make the BACs payment 3-days before the due date to ensure we receive payment on time.
Late payment will place your credit limit at risk.
If your company has been trading for less than 12-months we can offer a Cash with Order Account with regular reviews moving towards a Credit Account.

For Cash-with-Order customers:

Payment can be debit or credit card via our Webstore, cheque, telegraphic transfer, CHAPs, or BACs.
BACs take approximately three working days to arrive at Toner Graphics. The order would be accepted upon receipt of cleared funds.
CHAPs or Telegraphic Transfer takes approximately 24-hours to arrive at Toner Graphics. The order would be accepted upon receipt of cleared funds.
The order is accepted upon clearance of the cheque and this normally takes at least 5-working days.
Toner Graphics requires proof of address (a utility bill) and a blank copy of company cheque, before accepting payment by cheque from new customers.
Toner Graphics will only transport goods direct to the company's address and not to a different address, subject to further verification.
Toner Graphics also accepts funds placed on Account to allow immediate shipment.

5. Services

5.1 Any dates quoted for supply and completion of Services are business estimates only and, unless otherwise expressly stated and agreed by The Company in writing, The Company cannot be held liable if Conditions do not allow the Company to comply with these estimates. The Company will endeavour to provide accurate estimates of timescales based on the information available at the outset of any contract and will work with the best intentions to meet these requirements.
5.2 The Company will not be liable in any circumstances for the consequences of any delay in implementation or failure to implement due to any act of God, fire, inclement or exceptional weather conditions, industrial action, hostilities, shortages of labour, materials, power or other resources, governmental order or intervention, or any other cause whatever beyond The Company's control or of an unexpected or exceptional nature.

7. Force Majeure

Any contract may be cancelled or suspended in whole or in part by The Company without liability on its part for any loss or damage arising directly or indirectly from such a cancellation or suspension or if The Company is prevented or hindered from carrying out The Services as a result of; any industrial action, act of God, war, civil commotion, legislation, break down of machinery, inability to obtain supplies, equipment, fuel, power, components or transportation; accidents, government action, Force Majeure or any other cause over which The Company has no control.

8. Future Contracts
If subsequent to any Contract of Sale which is subject to these Conditions another Contract of Sale is made with the same Customer without express reference to any conditions, such a contract, howsoever made, shall be deemed to be subject to these Conditions.

9. Termination

9.1 If The Client shall make default in or commit any breach of its obligations or if The Client shall commit any act of bankruptcy or shall have any execution or distress levied upon any of its goods or property or, being a Limited Company, if any resolution or petition to wind up its business shall be passed or presented or if a receiver of the whole or any part of its undertaking, property or assets or any part thereof shall be appointed, The Company shall have the right forthwith to re-determine any contract then subsisting without prejudice to any claim or right The Company might otherwise make or exercise.
9.2 If The Client defaults in payment of any sum due hereunder, The Company shall have the right forthwith to re-determine any contract then subsisting or suspend provision of Services without prejudice to any claim or right The Company might otherwise exercise.

10. Waivers

The Company's rights and remedies shall not be prejudiced by any indulgence or forbearance to The Client and no waiver by The Company of any breach by The Client shall operate as a waiver of any subsequent breach.

11. Notices

Any notice required to be given hereunder in writing shall be deemed to have been duly given by The Company if sent by paid first class post, facsimile or email addressed to the party concerned at its principle place of business or last known address.

12. Severance

If any provision of these Conditions is held by any competent authority to be invalid or unenforceable at law in whole or in part the validity of the other provisions of these Conditions and the remainder of these provisions in question shall not be affected thereby.

13. Set-off

The Client will have no right of set-off, statutory or otherwise.

15. English Law and Jurisdiction

This contract will be construed according to the laws of England and any dispute between the parties will be subject to English law. The parties submit to the exclusive jurisdiction of the English Courts in respect of any dispute arising under or connected with this contract.

16. Third Party

No term of this agreement shall be enforceable under the contracts (Rights of Third Parties) Act 1999 by any third party.