t e r m s & c o n d i t i o n s
General Terms and Conditions for the Production of Printed Material for Sale.
A. General terms and conditions
Article 1 General
(1) Picture Perfect Moment Photography (UK), Worthing, BN11 4BJ, (hereinafter referred to as “Picture Perfect”) specialises in producing advertising material (such as flyers, postcards, posters, signs, gifts, etc). Picture Perfect also offers certain customised and non-customised products for direct sale and sale on its website (as defined below) to its customers. Picture Perfect also offers Commercial photography and design services.
(2) There general terms and conditions shall apply to all contracts for the production of printed material concluded via Picture Perfect website and to all other contracts referring to the supply of customised and non-customised products from Picture Perfect concluded via website.
(3) These general terms and conditions shall apply to transactions conducted with sole traders, partnerships or business entities, and public bodies, whether contemplated or occurring in the future. Any terms and conditions (of order or purchase) of the customer or of any third party on behalf of the customer (whether incorporated into any purchase order or confirmation or otherwise) shall not apply, even if Picture Perfect has not specifically rejected them. Even if Picture Perfect refers to a document containing or referring to terms and conditions of the customer or of a third party, this shall not constitute consent to the incorporation of those terms and conditions into any contract with Picture Perfect.
(4) Please read these terms and conditions carefully before placing an order. By ordering any of Picture Perfect products, you agree to be bound by these terms and conditions.
Article 2 Definitions
For the purposes of these general terms and conditions, the following terms shall have the meanings set out below.
Article 3 Communication with the Customer
Communication with the customer is conducted mainly by email. The customer must therefore ensure that emails can be received. Customers must provide a valid email address when or before the order is placed, and must inform Picture Perfect immediately of any change to their email address. Picture Perfect is not responsible for customers’ failure to receive communications from Picture Perfect due to any change of settings to their email software or their email box that blocks the receipt of emails or results in emails not coming to their attention, e.g. because they have been consigned to a spam folder.
Article 5 Credit Checks
Picture Perfect shall be entitled to collect and pass registration information (including any personal information) to credit reference agencies for the purpose of verifying the customers’ creditworthiness and reporting any failure to pay sums due under the contract in accordance with the terms of the contract. Credit reference agencies may also keep a record of searches conducted against the Customer.
Article 6 Conclusion of contract
(1) To place an online order, the customer first selects a particular product and completes the online ordering form. Once all products are selected the customer selects “send” to commence the ordering process, checks the final overview page to make sure the information provided is correct, and then complete the purchase order by activating the “submit” button. In completing the purchase order, the customer makes a binding offer to Picture Perfect, which cannot be withdrawn by the customer, to purchase the services set out in the order. The customer is bound by the offer until the end of the third working day following the date of the offer. If the purchase order has been received by Picture Perfect, the customer will receive an email acknowledging receipt of the purchase at Picture Perfect, and giving the customer information on the purchase order and the product. The confirmation email does not constitute acceptance of the customer’s order. The contract is concluded only when Picture Perfect expressly accepts the Customer’s offer by sending an Order Confirmation to the customer by email.
(2) To place an order via telephone or direct sale customer is completing the purchase order verbally, the customer makes a binding offer to Picture Perfect, which cannot be withdrawn by the customer, to purchase the services set out in the order. The customer is bound by the offer until the end of the third working day following the date of the offer. Once the purchase has been placed, the customer will receive a verbal acknowledging receipt of the purchase order by Picture Perfect, and giving the customer information on the purchase order and the product. This confirmation constitutes acceptance of the customer’s order. Picture Perfect may, but is not obligated to, send an Order Confirmation by email. In this case the customer will receive an invoice by email within 7 days from the date of the order as set out in Article 15 Clause 2. By placing an order verbally customer confirms acceptance of our Terms and Conditions.
(3) The customer can abort the purchase order at any time before pressing the “submit” button, by closing the browser window. The overview page that appears before order completion enables the customer to check the information provided for any input errors, and to correct any input errors after activating the “change purchase order” button. The order is stored by Picture Perfect and sent to the customer in the Order Confirmation. The customer can make a written request for a copy of lost order documents to be provided, subject to reimbursement of Picture Perfect expenses. Customer must make a written request to abort telephone or email order within 24 hours from the ordering date.
Article 7 Cancellation Rights
Notice of the right to cancel
You may cancel your contractual commitment or any part of your contractual commitment to us at any time within 14 days of placing of the order (“Cancellation Request”). Cancellation request must be made to us in writing (e.g. by letter or email). You must also return the item to us (if item has already been supplied to you). You need to provide us with any reason for the cancellation.
You should address your Cancellation Request to:
Picture Perfect Moment Photography
29 Gratwicke Road
Consequences of Cancelation
We will refund to you the full price of the order cancelled minus cancellation fee, or where only part of the order is cancelled a refund in relation to that part (including all delivery charges charged at the time of delivery to the customer), as soon as practicable and within 30 days of receipt of a cancellation request from you. You are to bare the cost of returning the order to us (unless the product is faulty or is otherwise not compliant in which we will be responsible for the delivery costs). In the event that you send us a cancellation request, you are to return the contents of the order in full. Where only part of the order is subject to a cancellation request, you are to return to us the relevant part. If you are unable or only partially able to return the order to us or if you return any part of the order in an impaired condition, you shall pay us compensation for any decrease in value of the order. You are required to take reasonable care of the contents of the order whilst they are in your possession. Customer will pay the compensation to Picture Perfect Moment Photography as set in Article 22.
Article 8 Services of Picture Perfect Moment Photography
(1) The description of the services due from Picture Perfect Moment Photography to the customer is set out in the order confirmation and from the agreed amendments or supplements to the contract. Subject to any provision to the contrary in a particular case:a) The following tolerances will apply: 1mm for waste, 1mm for folding, and 1mm for binding. b) Minor colour variations may occur between sample and order and between orders. c) From time to time Picture Perfect Moment Photography switches its own suppliers. The resulting minor variations of the product shall not be regarded as defects.
(2) The purchase order may be changed only by concluding an amendment agreement or a supplementary agreement in writing. Picture Perfect Moment Photography shall not be obliged to accept any changes required by the customer.
(3) Picture Perfect Moment Photography shall not be contractually obliged to send the print data necessary to complete the order. This is a duty of co-operation of the customer, in the absence of an agreement to the contrary in a particular case.
Article 9 Printing Data
(1) Picture Perfect Moment Photography shall carry out all printing orders exclusively on the basis of the Printing Data. The Printing Data is to be provided in the formats and in accordance with the specifications set out in the order process, in particular under the “Printing Data” field. If different data formats or specifications are used, there is no guarantee of error-free printing. In cases where Picture Perfect Moment Photography is required to prepare artwork for print, Customer is to receive a copy of proof for acceptance as set out in Article 12. Customer is not to own any rights to the artwork created by Picture Perfect Moment Photography unless stated otherwise in the order.
(2) The customer undertakes not to send Picture Perfect Moment Photography any content that is pornographic, right-wing or left-wing extremist, racist, discriminatory, or content that is liable to corrupt the young, glorifies violence, defamatory, infringes third party rights, or otherwise is a breach of the laws of the UK. If the customer breaches this obligation, Picture Perfect Moment Photography shall be entitled to terminate the contract summarily without notice. The foregoing shall apply without prejudice to any other rights and remedies of Picture Perfect Moment Photography.
(3) The customer shall carefully check the printing data before accepting, to ensure it is suitable for the printing order to be carried out, and that it meets the above requirements.
Article 10 Checking of the printing data Picture Perfect Moment Photography
(1) Picture Perfect Moment Photography shall be obliged to check the Printing Data only to the extent indicated in the information provided by Picture Perfect Moment Photography in the order placement process (“Data Check”), and to that extent only, Picture Perfect Moment Photography shall notify the customer of any deficiencies it detects in the Printing Data. Unless the customer promptly following such notification either:
a) Provides amended correct Printing Data, or
b) Instructs Picture Perfect Moment Photography to proceed to printing with the defective printing data.
Picture Perfect Moment Photography may (But is not obliged to) make sure minor changes to correct the deficiencies as it considers necessary and then proceed with the printing.
(2) Picture Perfect Moment Photography undertakes no other checking of the printing data. The customer acknowledges no other checking of the printing data. The customer that it bares the risk of any defects in the printing material due to errors in the printing data, and Picture Perfect Moment Photography will have no liability in respect of the same.
(3) Picture Perfect Moment Photography may, but will not be obliged, to check the contents of Printing Data to detect any infringement of the prohibition set out in Article 9 Clause 2.
Article 11 Conversion, colour mode when using own printing data, colour mode when using third party printing data
(1) Picture Perfect Moment Photography shall have no duty to convert Printing Data from any other format than the agreed formats. If the parties in any individual case nevertheless agree such conversion, the conversion shall be performed at the customer’s own risk. The customer acknowledges that conversions give risk to general risk of data being lost as a result of the conversion process, or being presented differently from the original format.
(2) Picture Perfect Moment Photography can convert print data not sent in CMYK mode. But such conversion will be at the customer’s risk. Conversion of RGB data or ICC colour profiles will naturally result in deviations in colour from the original and, again, liability for these deviations will lie solely with the customer.
(3) When using third party printing data, the printing data is processed at the customer’s own risk if processed in an RGB colour mode different from that stated in the order process. Particularly when CMYK data or ICC colour profiles are processed, there may be inherent colour variations from the original.
Article 12 Proofs
(1) The customer can select screen proofs and paper proofs (proofs) to be created for an additional charge. The print image of the paper proof prepared in digital printing contains minors variations from the printed material to be produced in offset printing, because of the different printing technology. This applies even more to screen proofs, because of the screen display. Picture Perfect Moment Photography nevertheless strives to create proofs as close as possible to the original.
(2) In order to avoid delayed delivery, the customer must confirm approval for printing as soon as the proof has been delivered, unless there are errors. In giving approval, the customer confirms the printing data in the form incorporated in the proof, subject to the agreed quality standard, tolerances, and colour variations.
(3) If the customer rejects the proof, it must send revised printing data to Picture Perfect Moment Photography. In this case, the production schedule shall recommence from receipt of the revised data.
Article 13 for non-customised products only: Product description
(1) Each non-customised product offered by Picture Perfect Moment Photography has a detailed description of its nature and properties, together with instructions for use and safety instructions (where applicable) which can be found which can be provided if requested. The relevant product descriptions shall be incorporated into the contract between Picture Perfect Moment Photography and the customer when the order is concluded.
(2) Please not that inks and lacquers have a limited storage life. The inks and lacquers offered by Picture Perfect Moment Photography are designed to be suitable for most routine printing work. However, if a customer wishes to use them on unusual printing substrates, or for an uncommon application, it is highly advisable to conduct preliminary trials to check whether they are suitable and adequate for the intended purpose.
(3) The product descriptions also contain information on the agreed tolerances customary in the industry. These relate particularly in the case of paper to the quantity, weight, dimensions, trim, colour tolerances, measuring conditions and measurements.
Article 14 Prices
(1) The prices of the services Picture Perfect Moment Photography is due to provide will be as quoted except in cases of obvious error, and will be confirmed in the order confirmation, together with any agreed amendments and supplements to the contract.
(2) Picture Perfect Moment Photography reserves the right to alter its prices from time to time, but these will not affect orders in respect of which Picture Perfect Moment Photography has issued an order confirmation.
(3) Unless otherwise agreed, the prices indicated include packing, once-only dispatch to the customer, but does not include taxes, fiscal charges and customs duty in the case of deliveries outside the UK. Additional delivery charges apply for the Scottish Highlands, the Scilly Isles, Isle of Man, and the Channel Islands; these charges will be calculated at the customers request.
(4) Any costs rising from subsequent changes to the Printing Data caused by the customer shall be additionally payable by the customer.
Article 15 Invoicing and payment
(1) Unless payment following invoice has been agreed in writing by Picture Perfect Moment Photography for a customer, payment must be made in full no later than seven days after receipt of the order confirmation. If payment is not made when due, Picture Perfect Moment Photography reserves the right to cancel the relevant order(s) and to claim liquidated damages in accordance with Article 22.
(2) Picture Perfect Moment Photography will render invoices only in electronic form by e-mail, and shall be under no obligation to provide an invoice in paper form.
(3) Invoices shall be payable immediately on receipt of invoice, unless invoice stated otherwise.
(4) Picture Perfect Moment Photography shall be entitled to allocate payments to a customer’s older debts first, despite any customer provisions to the contrary, and shall inform the customer about the nature of the offsetting effected. If costs and interest have already been incurred, Picture Perfect Moment Photography shall be entitled to apply the payment to the costs first, the to interest, and lastly to the primary debt.
(5) A payment shall not be effective until cleared funds are available to Picture Perfect Moment Photography.
(6) In the case of returned direct debits or charge-backs, the customer shall reimburse any bank charges incurred by Picture Perfect Moment Photography, unless it is not attributable to the act or omission of the customer.
(7) A fee of £17 (excluding VAT) will be made for each account reminder, duplicate invoice, or any other paperwork, correspondence, or phone calls involved with the pursue of a debt. This fee is non-refundable, and represents the additional time spent pursuing overdue invoices.
Article 16 Production schedule and default in delivery
(1) All information given regarding deadlines or time limits for Picture Perfect Moment Photography providing the service is indicative only. It does not signify binding or guaranteed delivery dates, unless a provision to the contrary has been agreed in writing with the customer. If Picture Perfect Moment Photography discovers when processing an order that the order cannot be delivered by the time indicated, the customer shall be informed of this separately by e-mail. Production schedules are calculated in working days.
(2) If delivery of the product was agreed as per at the order delivery time limits and delivery dates shall refer to the date of handover to the forwarder, carrier, or other third party instructed to provide transport.
(3) Picture Perfect Moment Photography will not be liable under this contract where it suffers delays due to force majeure and to events that materially impede or frustrate performance by Picture Perfect Moment Photography other than merely just temporary, including in particular all kinds of breakdown, difficulty in procuring materials or energy, transport delays, strikes, legal lockdown, official directives, or failure by suppliers to supply, supply correctly, or supply on time (“Force Majeure Events”), for which Picture Perfect Moment Photography is not responsible. Insofar as the impediment and obstacle is of temporary duration, Picture Perfect Moment Photography shall be entitled to delay provision of the service by the duration of the impediment plus a reasonable start-up time. In the event of any impediments that are more than temporary, Picture Perfect Moment Photography shall be entitled to withdraw from the contract in whole or in part in respect of the part that has not yet been performed. If the impediment lasts longer than two months, the customer shall be entitled to withdraw from the contract in respect of the part that has not yet been completed, subject to a reasonable period of grace.
(4) For Picture Perfect Moment Photography to meet its production schedule, the customer must provide timely, complete, and due performance of its obligations, including sending correct Printing Data, providing printing approval, and advance payment in full, or unless payment on invoice has been agreed by way of exemption. If the Printing Data and / or printing approval are received after 11:00am (UK time), the production schedule shall commence only on the following working day.
Article 17 Delivery and passage of risk
(1) If the customer is a business customer, the following provisions shall apply:
a) Delivery will be completed, and the risk in the goods shall pass to the customer on handover of the goods to the transport contractor (and in this regard, this shall be taken as the commencement of the loading process). This shall apply regardless of who bears the delivery cost, and even if the goods are transported by Picture Perfect Moment’s own employees. If delivery is delayed for reasons for which the customer is responsible, risk shall pass to the customer from the date on which Picture Perfect Moment has notified the customer that the goods to be delivered are ready for despatch.
b) At the customer’s written request and expense, the consignment shall be insured against insurable losses by Picture Perfect Moment.
c) If the customr fails to take delivery of the goods, Picture Perfect Moment shall not be obliged to store the goods safety for the customer, unless the delay is caused by a Force Majeure event or breach by Picture Perfect Moment of its obligations, and Picture Perfect Moment shall be entitled to destroy the delivery after checking that despatch was properly effected, after notifying the customer, and after expiry of a reasonable time limit for collection, without affecting Picture Perfect Moment’s claim for payment of the price of such goods. Temporary storage shall be at the customer’s cost and risk.
d) Storage costs after passage of risk shall be borne by the customer. When items are stored by Picture Perfect Moment, the storage costs shall be 0.25% of the invoice amount of the goods to be stored per week or part thereof, subject to Picture Perfect Moment’s right to assert and substantiate higher or lower actual incurred storage costs.
(2) If the customer is a consumer, the risk in the goods shall pass to the customer only when the item is delivered to the delivery address set out in the Order Confirmation.
(3) If it has been agreed that the customer collects the goods from Picture Perfect Moment. Picture Perfect Moment shall present the goods for collection at the agreed address, and notify the customer that the goods are ready for collection. The customer shall collect the goods within one week from notification. If the customer delays collecting the consignment, Picture Perfect Moment shall be entitled to set the customer a reasonable period of grace, and to send the goods to the customer at the customer’s expense when this period has expired. When setting the period of grace, Picture Perfect Moment shall notify the customer of the legal consequences of expiry of the period. This shall not prejudice any additional rights and remedies of Picture Perfect Moment, suck as claims for reimbursement of storage costs.
(4) Picture Perfect Moment shall be entitled to make part deliveries only if the part delivery is of use to the customer given the intended purpose of the products. If the customer is a Consumer, Picture Perfect Moment will bear all the additional shipping costs.
Article 18 Retention of title
(1) If the customer is a Consumer, Picture Perfect Moment shall retain the title to the goods delivered until the contract price of the goods concerned have been paid in full.
(2) If the customer is a business customer, the following provisions shall apply in relation to the goods:
a) Picture Perfect Moment will retain title to and ownership of the goods until Picture Perfect Moment has received in full the price of the goods in cash or cleared funds.
b) Until title to and ownership of the goods has passed to customer from Picture Perfect Moment, customer shall:
i. Hold the goods on a fiduciary basis as Picture Perfect Moment’s bailee;
ii. Store the goods (at the customer’s cost) separately from all other goods of customer or any third party in such a way that they remain readily identifiable as Picture Perfect Moment’s property;
iii. Not destroy, deface or obscure any identifying mark or packaging on or relating to the goods;
iv. Keep the goods stored at locations in the United Kingdom disclosed in writing to Picture Perfect Moment and grant irrevocable licence to Picture Perfect Moment, its employees and agents to enter onto any business premises where the goods are situated during normal business hours for the purpose of ensuring that customer is complying with the provisions of this clause 18(2).
c) The customer may use or resell the goods before title and ownership has passed to it provided that:
i. Any sale shall be effected in the ordinary course of customer’s business at full market value;
ii. Any such sale shall be a sale of Picture Perfect Moment’s property on customer’s own behalf and customer shall deal as principle when making such a sale.
d) Save as contained in clause (c), the customer shall not sell, give, pledge, lend, hire, charge or otherwise dispose of the goods until customer has satisfied the conditions of clause (a).
e) Picture Perfect Moment may, while it is the owner of the goods, (and without prejudice to any other rights it may have under or by virtue of these terms) demand the immediate return of the goods at any time and customer shall forthwith comply with such demand and bear the expenses of such return.
f) If customer fails to return the goods demanded by Picture Perfect Moment pursuant to clause (e), customer shall grant an irrevocable licence to Picture Perfect Moment, its employees and agents to enter onto premises where the goods are situated during normal business hours for the purpose of removing the goods (the cost of doing so shall be borne by the customer) to sell of otherwise deal with the goods.
g) Notwithstanding the provisions of this clause, Picture Perfect Moment may sue for the price of the goods.
h) The customer shall immediately notify Picture Perfect Moment in writing if anyone threatens to issue any form of insolvency proceedings against customer or seeks to appoint a receiver, an administrator, an administrative receiver or manager over any of the customer’s property, and shall notify Picture Perfect Moment in writing before initiating any such proceedings or entering into any voluntary arrangement or composition with its creditors.
i) Picture Perfect Moment shall be entitled to assign all or any of its rights title and interest in any agreement between customer and Picture Perfect Moment, the goods and all sums due to it in respect of the goods and shall notify customer of each such assignment.
j) Until full payment is made, customer will take all necessary measures for the protection of the goods including their insurance against all usual risks with an insurance company approved by Picture Perfect Moment for the full replacement value of the goods. Customer will procure that the interest of Picture Perfect Moment is noted upon any such insurance policy and that a copy of the policy is supplied to Picture Perfect Moment on its creation.
k) If any part of this clause is or becomes illegal, invalid or unenforceable under the law of any jurisdiction, that will not affect or impair:
i) The legality, validity or enforceability in that jurisdiction of any other part of this agreement; or
ii) The legality, validity or enforceability under the law of any other jurisdiction of that or any other part of this agreement.
Article 19 Offsetting and assignment
(1) Subject to Article 15 (4), all amounts due under this Agreement shall be paid in full without any deduction or withholding other than as required by law and neither party shall be entitled to assert any credit, set-off or counterclaim against the other in order to justify withholding payment of any such amount in whole or in part.
(2) Picture Perfect Moment may at any time assign, transfer, charge, subcontract or deal in any other manner will all or any of its rights or obligations under the Contract. The customer many not assign, transfer, charge, subcontract or deal in any other manner with all or any of its rights or obligations under the Contract without the prior written consent of Picture Perfect Moment.
Article 20 Warranty
(1) Where the customer is a business customer:
a) Picture Perfect Moment warrants that on delivery and for a period of 3 months from delivery, the goods shall:
i) Be free from material defects;
ii) Comply with the description set out in the Order Confirmation. However, this warranty does not apply in the circumstances described in clause (b);
b)The warranty in clause (a) does not apply to any defect in the goods arising from:
i) Fair wear and tear;
ii) Wilful damage, abnormal storage or working conditions, accident, negligence by the customer or by any third party;
iii) Operation or use of the goods other than in accordance with the user Printing Data.
c) Where the customer is a business customer, and there is a breach of the above warranty, if:
i) The customer gives notice in writing to Picture Perfect Moment during the warranty period within a reasonable amount of time of discovery that some or all of the goods do not comply with the warranty set out in clause (a);
ii) The customer (if asked to do so by Picture Perfect Moment) returns such goods to the Picture Perfect Moment place of business at the customer’s cost, and;
iii) Picture Perfect Moment is given a reasonable opportunity of examining such goods.
d) Picture Perfect Moment will, if it is satisfied that there is such a breach, at its option, repair or replace the defective goods, or refund the price of the defective goods in full, together with reasonable transport costs incurred by the customer.
e) Picture Perfect Moment’s compliance with this clause (c) will be the customer’s exclusive remedy for breach of the warranty in clause (a).
(2) If the customer is a consumer, the customer has legal rights in relation to goods that are faulty or not as described.
Article 21 liability
(1) If the customer is a business customer:
a) Picture Perfect Moment only supplies the goods for internal use by the customer’s business, and the customer agrees not to use the product for any re-sale purposes.
b) Nothing in these terms limit or exclude Picture Perfect Moment’s liability for:
i) Death or personal injury caused by negligence;
ii) Fraud or fraudulent misrepresentation;
iii) Breach of the terms implied by section 12 of the Sale of Goods Act 1979 (title and quiet possession);
iv) Defective products under the Consumer Protection Act 1987.
c) Subject to clause (1) (b) Picture Perfect Moment will under no circumstance whatever by liable to the customer, whether in contract, tort (including negligence), breach or statutory duty, or otherwise, arising under or in connection with the contract for:
i) Any loss of profits, sales, business, or revenue;
ii) Loss or corruption of data, information or software;
iii) Loss of business opportunity;
iv) Loss of anticipated savings;
v) Loss of goodwill; or
vi) Any indirect or consequential loss.
d) Subject to clause (1) (b) and (c), Picture Perfect Moment’s total liability to the customer in respect of all other losses arising under or in connection with the Contract, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall in no circumstances exceed an amount equal to the price of the Services.
e) Except as expressly stated in these Terms, Picture Perfect Moment does not give any representation, warranties or undertakings in relation to the Services. Any representation, condition or warranty which might by implied or incorporated into these Terms by statute, common law or otherwise is excluded to the fullest extent permitted by law. In particular, Picture Perfect Moment will not be responsible for ensuring that any goods are suitable for the customer’s purpose.
(2) If the customer is a consumer:a) If Picture Perfect Moment fail to comply with these Terms, Picture Perfect Moment is responsible for loss or damage the customer suffers that is a foreseeable result of Picture Perfect Moment’s breach of these Terms or our negligence, but Picture Perfect Moment is not responsible for any loss or damage that is not foreseeable. Loss or damage is foreseeable if they were an obvious consequence of Picture Perfect Moment’s breach or if they were contemplated by the customer and Picture Perfect Moment at the time they entered into Contract. b) Picture Perfect Moment only supplies the goods for domestic and private use. The customer agrees not to use the product for any commercial, business or re-sale purposes, and Picture Perfect Moment have no liability to the customer for any losses of profit, loss of business, business interruption, or loss of business opportunity. c) Picture Perfect Moment does not in any way exclude of limit its liability for: i) Death or personal injury caused by Picture Perfect Moment negligence; ii) Fraud or fraudulent misrepresentation; iii) Any breach of the terms implied in section 12 of the Sale of Goods Act 1979 (title and quite possession); iv) Any breach of the terms implied by section 13 to 15 of the Sales of Goods Act 1979 (description, satisfactory quality, fitness for purpose and samples); and v) Defective products under the Consumer Protection Act 1987.
Article 22 Compensation for cancelled or terminated orders
(1) If an order is cancelled or terminated by either party for any reason whatsoever (other than due to be default or Picture Perfect Moment) then the customer will pay the following compensation to Picture Perfect Moment:
a) If the order of a product is terminated before 14 days from the order date:
Cancellation (within): 30 days 7 days 0 days
Order amount up to £50.00 Net £4.00+20%* £4.00+40%* £4.00+65%*
Order amount up to £500.00 Net £18.00+20%* £18.00+40%* £18.00+65%*
Order amount up to £1000.00 Net £25.00+20%* £25.00+40%* £25.00+65%*
Order amount from £1000.01 Net £35.00+20%* £35.00+40%* £35.00+65%*
* percent of the total order value as per invoice
b) If the order is terminated after 14 days from the order date, the full Net Order Value.
(2) The customer agrees that compensation payable under this Article 22 is fair and reasonable and represents a genuine pre-estimate of the costs that Picture Perfect Moment will incur in the event of a cancellation or termination of an order.
Article 23 Ownership of print media, archiving, copyright
(1) Picture Perfect Moment shall be exclusively entitled to the ownership, copyright and all other ancillary rights to the print media produced and used to produce the printed matter.
(2) The customer shall ensure that it has the right to use, disseminate and publish the transferred data, especially as regards text and graphic material.
(3) The customer shall make good any loss to Picture Perfect Moment resulting from third-party claims for infringement of industrial property rights and other rights arising out of the customer’s specifications, text or image supplied. The customer shall indemnify Picture Perfect Moment for all liability, costs and expenses incurred by Picture Perfect Moment as a result of such claims (whether or not successful) by third parties.
Article 24 Confidentiality
The parties may not make available to any third party business or trade secrets or other confidential information arising from the business relationship or provided to the other party. This prohibition shall remain in force after termination of the contract.
Article 25 Concluding provisions
This contract will be governed by the laws of England and Wales. Where the Customer is a business customer, the courts of England and Wales will have exclusive jurisdiction in relation to any disputes arising out of this contract.
END OF TERMS AND CONDITIONS