T&C’s CONDITIONS OF SUPPLY 1. Interpretation 1.1. In these conditions “the Printer” means Loxleys Print Limited (registered in England under number 2998178) “the Customer” means the person who accepts a quotation off the Printer for the supply of goods or services or whose order for goods or services is accepted by the Printer “these Conditions” means the standard terms and conditions of supply set out in this document and (unless the context otherwise requires) includes any special terms and conditions agreed in writing between the Printer and the Customer “in writing” includes telex, cable, facsimile transmission and comparable means of communication “the Contract” means the contract for the supply of the goods and/or services 1.2 Any reference in these Conditions to any provision of a statute shall be construed as a reference to that provision as amended, re-enacted or extended at the relevant time 1.3 The headings in these Conditions are for convenience only and shall not affect their interpretation 2. Basis of the sale 2.1 The Printer shall supply and the Customer shall purchase goods and/or Design or other services in accordance with any written quotation of the Printer which is accepted by the Customer, or any written order of the Customer which is accepted by the Printer, subject in either case to these Conditions, which are the only conditions upon which the Printer is prepared to deal with the Customer and which shall govern the contract to the exclusion of any other terms and conditions subject to which any such quotation is accepted or purported to be accepted, or any such order is made or purported to be made by the Customer 2.2 These Conditions may only be modified by the variation in writing signed on behalf of the Printer by a Director and no other action on the part of the Printer (whether delivery of the goods or performance of services or otherwise) shall be construed as an acceptance of any other conditions 2.3 These Conditions (as modified in accordance with clause 2.2 and together with the matters referred to on the face of the Printers quotation and/or acceptance of order) embody the entire understanding of the parties and supersede any prior promises, representations, undertakings of implications. The Printer’s employees or agents are not authorised to make any representations concerning the goods unless confirmed on behalf of the Printer by a Director in writing. In entering into the Contract the Customer acknowledges that it does not rely on, and waives any claim for breach of, any such representations which are not so confirmed. 2.4 Any advice or recommendation given by the Printer or its employees or agents to the Customer or its employees or agents as to the storage, application or use of the goods supplied which is not confirmed in writing by the Printer is followed or acted upon entirely at the Customer’s own risk, and accordingly the Printer shall not be liable for any such advice or recommendation which is not so confirmed 2.5 Any typographical, clerical or other error or omission in any sales literature, quotation, acceptance of offer, invoice or other document or information issued by the Printer shall be subject to correction without any liability on the part of the Printer 2.6 Any quotation given by the Printer constitutes an offer to supply the goods or services described therein upon these Conditions. It shall remain open for acceptance for a period of 30 days from its date 3. Orders and Specifications 3.1 No order submitted by the Customer shall be deemed to be accepted by the Printer unless and until confirmed in writing by a Director of the Printer which acceptance shall be subject to clause 2.1 above 3.2 The Customer shall be responsible to the Printer for ensuring the accuracy of the terms of any order (including any applicable specification) submitted by the Customer, and for giving the Printer any designs, equipment, personnel, information and instructions within a sufficient time to enable the Printer to perform the Contract in accordance with its terms 3.3 The quantity, quality and description of the goods and any specification for the goods or services shall be those set out in the Printer’s quotation or acknowledgement of order. Exact conformity with submitted samples of goods cannot be guaranteed. Pigmented materials are subject to colour variation 3.4 The Printer reserves the right to make any changes in the specification of goods or services supplied which are required to conform with any applicable safety or other statutory requirements or, where the goods are to be supplied to the Printer’s specification, which do not materially affect their quality and the Printer may carry out without notice to the Customer alterations or improvements in design, materials or methods of manufacture or processing from time to time, and may substitute other reasonably similar materials for any special materials ordered by the Customer, which the Printer considers to be unprocurable in sufficient quantities or unprocurable in sufficient time or procurable only with the difficulty or at an excessive cost 3.5 No order which has been accepted by the Printer may be cancelled by the Customer except with the agreement in writing of the Printer and on terms that the Customer shall indemnify the Printer in full against all loss (including loss of profit), costs (including the cost of all labour and materials used), damages, charges and expenses incurred by the Printer as a result of cancellation 4. Price 4.1 The price of the goods and/or services shall be the Printer’s quoted price or, where no price has been quoted (or a quoted price is no longer valid), the price shall be determined by the Printer in accordance with the Printer’s ex-factory prices from time to time in force based upon the Printer’s then current charges for materials and charging rates for labour and current costs of manufacture. All prices quoted are valid for 30 days only or until earlier acceptance by the Customer, after which time they may be altered by the Printer without giving notice to the Customer 4.2 The Printer reserves the right, by giving notice to the Customer at any time before delivery or performance, to increase the price of the goods or services to reflect any increase in the cost to the Printer which is due to any factor beyond the control of the Printer (such as, without limitation, any foreign exchange fluctuation, currency regulation, alteration of duties, significant increase in the costs of labour, materials or other costs of manufacture), any change in delivery dates, quantities or specifications for the goods or services which is requested by the Customer or any delay caused by any instructions of the Customer or failure of the Customer to give the Printer adequate information or instructions 4.3 Except as otherwise stated under the terms of any quotation of the Printer, and unless other agreed in writing between the Customer and the Printer, all prices are given by the Printer on an “ex-works” basis, and where the Printer agrees to deliver the goods otherwise than at the Printer’s premises, the Customer shall be liable to pay the Printer’s charges for transport, packaging and insurance 4.4 The price is exclusive of any applicable valued added tax (or other applicable sales tax), which the Customer shall be additionally liable to pay to the Printer 4.5 The costs of pallets or returnable containers will be charged to the Customer in addition to the price of the goods, but full credit will be given to the Customer provided they are returned undamaged to the Printer before the due payment date 5. Payment 5.1 Subject to any special terms agreed in writing between the Customer and the Printer, the Printer shall be entitled to invoice the Customer for the price of the goods or services on or at any time after delivery of the goods or performance of the services, unless in the case of goods they are to be collected by the Customer or the Customer wrongfully fails to take delivery of the goods, in which event the printer shall be entitled to invoice the Customer for the price at any time after the Printer has notified the Customer that the goods are ready for collection or (as the case may be) the Printer had tendered delivery of the goods 5.2 Unless otherwise agreed in writing the Customer shall pay the price of the goods or services within 30 days of the date of the Printer’s invoice notwithstanding that delivery may not have taken place and the property in the goods has not passed to the Customer. The time of payment and the price shall be of the essence of the Contract. Payments are to be made without deduction or set-off. Receipts for payment will be issued only upon request. 5.3 If the Customer fails to make any payment on the due date then, without prejudice to any other right or remedy available to the Printer, the Printer shall be entitled to: 5.3.1 cancel the Contract or suspend any further deliveries to the Customer 5.3.2 appropriate any payment made by the Customer to such of the goods (or the goods supplied under any other contract between the Customer and the Printer) as the Printer may think fit (notwithstanding any purported appropriation by the Customer); and 5.3.3 charge the Customer interest (both before and after any judgement) on the amount unpaid, at the rate of 4 per cent per annum above Lloyds TSB Bank plc base rate from time to time, until payment in full is made (a part of a month being treated as a full month for the purpose of calculating interest) 6. Delivery 6.1 Delivery of the goods shall be made by the Customer collecting the goods from the Printer’s premises at any time after the Printer has notified the Customer that the goods are ready for collection or, if some other place for delivery is agreed by the Printer, by the Printer delivering the goods to that place 6.2 The Printer will not be liable to the Customer for any loss or damage (whether direct, indirect or consequential) sustained by the Customer as a result of any delay in delivery or despatch of the goods or performance of the services where such delay is caused by the lack of instructions from the Customer, strikes, lock-outs, other industrial action, failure of the Printer’s suppliers to fulfil their obligations, or any other cause beyond the Printer’s reasonable control 6.3 Where the goods are to be delivered in instalments, each delivery shall constitute a separate contract and failure by the Printer to deliver any one or more of the instalments in accordance with these conditions or any claim by the Customer in respect of any one or more instalments shall not entitle the Customer to treat the contract as a whole as repudiated 6.4 if the Printer fails to deliver the goods or perform the services for any reason other than any cause beyond the Printer’s reasonable control or the Customer’s fault, and the Printer is accordingly liable to the Customer, the Printer’s liability shall be limited to the excess (if any) of the cost to the Customer (in the cheapest available Market) or similar goods or services to replace those not delivered or not performed over the price of the goods or (as the case may be) the services 6.5 If the Customer fails to take delivery of the goods or fails to give the Printer adequate delivery instructions at the time stated for delivery (otherwise than by reason of any cause beyond the Customer’s reasonable control or by reason of the Printer’s fault) then, without prejudice to any other right or remedy available to the Printer, the Printer may; 6.5.1 store the goods until actual delivery and charge the Customer for the reasonable cost (including insurance) of storage; or 6.5.2 sell the goods at the best price readily obtainable and (after deducting all reasonable storage and selling expenses) account to the Customer for the excess over the price under the Contract or charge the Customer for any shortfall below the price under the Contract 6.6 Should work be suspended at the request of or delayed through any default of the Customer for a period of 30 days then without prejudice to any other remedy the Printer shall be entitled to payment for work already carried out, materials specially ordered and other additional costs including storage 6.7 IMPORTANT – Where the Printer’s quotation is based upon the Customer ordering for delivery stated minimum quantities of the goods within a specified contract period (“Minimum Order Obligations”) then compliance with such Minimum Order Obligations shall be of the essence of the Contract. If the Customer shall fail to place such orders for delivery so as to comply with the Minimum Order Obligations then the Printer shall be entitled at the end of such specified contract period to re-invoice the Customer for such quantities actually delivered in accordance with the Printer’s standard rates for charging in force at the date of such re-invoice. The Printer gives no undertaking that undelivered balances of the goods not so ordered for delivery by the Customer by the due date will subsequently be made available 7. Preliminary Work The Printer shall be entitled to charge in accordance with its standard rates for charging from time to time (“the Standard Rates”) (or such other rates as may be agreed in writing between the parties) for all work carried out at the Customer’s request, experimentally or otherwise 8. Copy A charge may be made in accordance with the Standard Rates to cover any additional work involved where copy supplied is not clear and legible 9. Proofs Proofs of all work may be submitted for Customer’s approval and the Printer shall incur no liability for any errors not corrected by the Customer in proofs so submitted. Customer’s alterations and additional proofs necessitated thereby shall be subject to additional charges in accordance with the Standard Rates. When style, type or layout is left to the Printer’s judgement, changes therefrom made by the Customer shall be charged extra in accordance with the Standard Rates 10. Variations in Quantity Where delivery of the goods is to be made by the Printer in bulk, the Printer reserves the right to deliver (in the case of goods containing work in one colour only) up to 5% more or 5% less than the quantity ordered (10% more or less where the goods contain work in more than one colour) with an appropriate adjustment in the price and the quantity so delivered shall be deemed to be the quantity ordered. Where the quantity of goods ordered exceeds 50,000 then the appropriate percentages for the purpose of this clause are 4% and 8% respectively for goods containing work in one colour only and goods containing work in more than one colour 11. Intellectual Property 11.1 Unless otherwise agreed in writing between the Printer and the Customer where design services are to be supplied by or to the order of the Printer then all copyright, design right and all other intellectual property rights whatsoever in any visuals, cutting traces, artwork and other materials supplied shall as between the parties be the property of the Printer 11.2 If the goods are to be manufactured or any process is to be applied to the goods by the Printer in accordance with a drawing, design or specification submitted by the Customer then the Customer shall indemnify and keep indemnified (on a full indemnity basis) the Printer against all loss, damages, costs and expenses awarded against or incurred by the Printer in connection with or paid or agreed to be paid by the Printer in settlement of any claim for infringement of any patent, copyright, design, trade mark, right of confidence or other industrial or intellectual property rights of any other person which results from the Printer’s use of any design briefs, copy, artwork, transparencies, photographs and other materials that shall have been supplied by the Customer. Without prejudice to the foregoing the Printer shall be entitled to compromise and settle all such actions on the terms as in its absoluted discretion thinks fit without reference to the Customer 12. Risk and Property 12.1 Risk of damage to or loss of the goods shall pass to the Customer; 12.1.1 In the case of goods to be delivered at the Printer’s premises, at the time when the Printer notifies the Customer that the goods are available for collection; or 12.1.2 In the case of goods to be delivered otherwise than at the Printer’s premises, at the time of delivery or, if the Customer wrongfully fails to take delivery of the goods, the time when the Printer has tendered delivery of the goods 12.2 Notwithstanding delivery and the passing of risk in the goods, or any other provision of these Conditions, the property in the goods shall not pass to the Customer until the Printer has received in cash or cleared funds payment in full of price of the goods and all other goods agreed to be sold by the Printer to the Customer for which payment is then due 12.3 If the goods or any part thereof is processed, or mixed with or applied to any other goods, the resulting product (“the Downstream Product”) shall be the property of the Printer until the Condition 12.2 has been met, provided that where the value of other goods to which the goods are applied or with which they are mixed or processed (as measured by the price paid or payable by the Customer thereof, or if none, the direct cost to the Customer of their manufacture) exceeds the invoice value of the goods, the Downstream Product shall (as between the Printer and the Customer) be the property of the Customer 12.4 Notwithstanding Conditions 12.2 and 12.3 property in the goods or Downstream Product shall pass to the Customer upon any bona fide sale thereof at arm’s length by the Customer to an unrelated third party who does not have notice of the Printer’s title, but in any such event the Customer shall hold the proceeds of sale on trust to the Printer to the extent that any sums are owing to the Printer under the Contract (whether or not yet due and payable) and shall place such proceeds of sale in a separate bank account and shall give notice to the bank of the Printer’s rights therein 12.5 Until ownership of the goods or Downstream Product passes to the Customer; 12.5.1 the Printer reserves the right to dispose of either; and 12.5.2 the Customer shall insure them against all usual risks to full replacement value and shall keep them separate and clearly identified as the Printer’s property; and 12.5.3 if payment has become due and remains unpaid in whole or in part the Printer may recover and/or sell all or part of the goods or Downstream Product and is hereby granted an irrevocable licence to enter the Customer’s premises for that purpose. The proceeds of sale shall be applied first in discharging any costs of the Printer in enforcing its rights under the Contract and/or resale of the goods, on a full indemnity basis, and secondly in discharging all debts (by assignment or otherwise) or liabilities due to the Printer from the Customer, under the Contract or any contract. The balance (if any) shall be held by the Printer on trust for the Customer; and 12.5.4 subject to Conditions 12.5.1, 12.5.2 and 12.5.3, the Customer may use the goods or Downstream Product in the ordinary course of its business 12.6 If any question arises as to whether any goods (or goods incorporated in any Downstream Product) have been paid for in full as aforesaid, the Printer may make such allocation of sums received from the Customer in payment for goods supplied by the Printer under the Contract or any other contract as seems reasonable to the Printer in all the circumstances, and any such allocation made in good faith by the Printer shall be binding on both parties for all purposes. 12.7 This Condition 12 shall survive termination of the Contract for whatever reason. 13. Claims 13.1 Advice of damage, delay or partial loss of goods in transit or of non-delivery must be given in writing to the Printer and the carrier within three clear days of delivery (or, in the case of non-delivery, within 28 days of despatch of the goods) and any claim which is based on any defect in the quality or condition of the goods or their failure to correspond with specification or if the quantity of goods delivered does not (subject to clause 10 above) correspond with the quantity ordered must be made in writing to the Printer and the carrier within seven clear days of delivery of goods (or, in the case of non-delivery, within 42 days of despatch) or (where the defect or failure was not apparent on a reasonable inspection) within a reasonable time after discovery of the defect or failure. The Printer shall not be liable in respect of any claim unless the aforementioned requirements have been compiled with except in any particular case where the Customer proves that 13.1.1 it was not possible to comply with the requirements; and 13.1.2 advice (where required) was given and the claim made as soon as reasonably possible 13.2 On discovery of any defect or failure in the goods the Customer shall allow the Printer a reasonable opportunity to investigate the complaint before the remainder of the goods are used or returned, and no liability shall be attached to the Printer hereunder unless and until this procedure has been carried out. The Printer reserves the right to dispose of rejected goods for secondary applications 13.3 Claims which are based on a failure of the services to correspond with specification or a failure of the Printer to exercise reasonable skill and care in performance of services must be notified to the Printer within a reasonable time after the discovery of such failure 14. Limitation of liability THE ATTENTION OF THE CUSTOMER IS IN PARTICULAR DRAWN TO THE PROVISIONS OF THIS CLAUSE 14 WHICH SETS OUT CERTAIN RESTRICTIONS ON THE LIABILITY OF THE PRINTER UNDER THE CONTRACT 14.1 It is understood that the Printer is not an insurer, that insurance (if thought appropriate) shall be obtained by the Customer and that the amounts payable to the Printer under the Contract are based upon the value of the goods and/or services to be supplied or provided hereunder and the scope of liability of the Printer as set out herein. The entire liability of the Printer (including any liability for the acts and omissions of its employees, agents or sub-contractors) to the Customer in respect of any breach of its contractual obligations arising under the Contract express or implied by law (including without limitation late delivery and/or non-delivery) and any representation statement or tortious act or omission including negligence arising under or in connection with the Contract (and subject always to the following subclauses of this clause 14) shall be limited to damages of an amount not exceeding the contract price 14.2 Subject as expressly provided in these Conditions, and except where the goods are sold to a person dealing as a consumer (within the meaning of the Unfair Contract Terms Act 1977), all warranties, conditions or other terms implied by statute or common law are excluded to the fullest extent permitted by law and nothing in this clause 14 shall confer any right or remedy upon the Customer to which it would not otherwise be entitled 14.3 Where any valid claim in respect of any of the goods which is based on any defect in the quality or condition of the goods or their failure to meet specification or upon short delivery is notified to the Printer in accordance with these Conditions, the Printer shall be entitled to replace or reprint the goods (or the part in question) free of charge, or, at the Printer’s sole discretion refund to the Customer the price of the goods (or a proportionate part of the price) or make a further delivery to make up the deficiency, but the Printer shall have no further liability to the Customer, if the quantity delivered exceeds the contract quantity then (subject to clause 10 above) the Customer shall be entitled to return the excess or to retain the whole in which case the price shall be adjusted at the contract rate then prevailing 14.4 Except in respect of death or personal injury caused by the Printer’s negligence, the Printer shall not be liable to the Customer by reason of any representation, or any implied warranty, condition or other term, or any duty at common law, or under the express terms of the Contract, for any special indirect or consequential loss or damage (whether for loss or profit or otherwise), costs, expenses, loss of anticipated savings or other claims for consequential compensation whatsoever (and whether caused by the negligence of the Printer, its employees or agents or otherwise) which arise out of or in connection with the supply of the goods (or their use or resale by the Customer) or the services, except as expressly provided in these Conditions 14.5 The Printer shall be under no liability 14.5.1 in respect of any defect in the goods arising from any design brief, copy, artwork, transparencies, photographs or other materials or specification supplied by the Customer; 14.5.2 if the goods have not been used, maintained, stored or protected reasonably and property; 14.5.3 if the Customer has cut or processed the goods, or executed or attempted to execute repairs or alterations to the goods; 14.5.4 if the Customer has parted with possession of the goods 15. Drawings and descriptions All drawings, photographs, illustrations, specification, performance data, dimensions, weights and the like, whether contained in the Contract or made by way of representation, have been provided by the Printer in the belief that they are as accurate as reasonably possible, but they do not constitute a description of the goods or (as the case may be) services, shall not be taken to be representations made by the Printer, and are not warranted to be accurate 16. Insolvency of Customer 16.1 This clause applies if; 16.1.1 the Customer makes any voluntary arrangement with its creditors or has a petition presented for the appointment of an administrator or (being an individual or firm) becomes bankrupt or (being a Company) goes into liquidation (otherwise than for the purposes of amalgamation or reconstruction of a solvent Company); or 16.1.2 an encumbrancer takes possession, or a receiver is appointed, of any of the property or assets of the Customer; or 16.1.3 the Customer ceases, or threatens to cease, to carry on business; or 16.1.4 the Printer reasonably apprehends that any of the events mentioned above is about to occur in relation to the Customer and notifies the Customer accordingly 16.2 If this clause 16 applies then, without prejudice to any other right or remedy available to the Printer, the Printer shall be entitled to cancel the Contract or suspend any further deliveries under the performance of the Contract without any liability to the Customer, and if the goods have been delivered (or services performed) but not paid for the price payable under this or any other contract between the parties shall become immediately due and payable notwithstanding any previous agreement or arrangement to the contrary and further the Printer shall in respect of all sums due from the Customer have a lien on all property of the Customer in its possession (whether worked on or not) and shall not be entitled upon the expiration of 28 days notice in writing to the Customer to dispose of such property in such manner and at such price as its reasonably determines and to apply the proceeds towards such debts 17. Inspection and Tests If a special term of that Contract stipulates for tests or inspection of the goods by or on behalf of the Customer before such delivery, such tests and inspection shall be made at such place and at such time as the Printer shall direct and shall constitute the Customer’s final opportunity of examining the goods for the purpose of ascertaining whether they are in conformity with the Contract and free from defects apparent upon reasonable inspection or testing. If the Customer does not inspect or test the goods as required by the Contact or having inspected or tested the goods, the Customer does not within 7 days thereafter notify the Printer in writing that the goods are not in conformity with the Contract or free from apparent defects specifying the matters complained of then the Customer shall be conclusively deemed to have accepted the goods as being in conformity with the Contract and free from defects apparent on reasonable inspection or testing and shall not thereafter be entitled to reject or require replacement or compensation in respect of the goods 18. Standing Material 18.1 Metal, film and other materials owned by the Printer and used in the production of type, plates, film settings, negatives, positives and the like shall remain the exclusive property of the Printer. Such items when supplied by the Customer shall remain the Customer’s property 18.2 Type may be distributed and lithographic, photogravure or other work effaced immediately after order is executed unless written arrangements are made to the contrary. In the latter event, storage costs may be charged in accordance with the Standard Rates 18.3 If the Printer still holds any artwork, transparencies, plates, film setting, negatives or positives which is the property of the Customer after the expiration of two years from the date upon which it was last used in relation to an order for the Customer the Printer shall then be at liberty to dispose of it in any way it thinks fit and be under no further responsibility whatsoever in relation to it 19 Customer’s Property 19.1 IMPORTANT – The Customer’s property and all property supplied to the Printer by or on behalf of the Customer shall, while it is in the possession of the Printer or in transit to or from the Customer, be deemed to be at Customer’s risk unless otherwise agreed in writing and the Customer should insure accordingly 19.2 The Printer shall be entitled to make a charge in accordance with the Standard Rates for the storage of any Customer’s property left with it before receipt of the order or after notification to the Customer of completion of the work 20. Material supplied by the Customer 20.1 The Printer may reject any paper, plates or other materials supplied or specified by the Customer which appear to be unsuitable. Additional costs incurred if materials are found to be unsuitable during production may be charged to the Customer in accordance with the Standard Rates 20.2 Where materials are so supplied or specified the Printer will take every care to secure the best results, but responsibility will not be accepted for imperfect work caused by defects in or unsuitability of materials so supplied or specified 20.3 Quantities of materials supplied shall be adequate to cover normal spoilage 21. Illegal Matter 21.1. The Printer shall not be required to print any matter which in its opinion is or may be an illegal or libellous nature or an infringement of the proprietary or other rights of any third party 21.2 Without prejudice to the provisions of clause 11 above the Customer shall indemnify and keep indemnified (on a full indemnity basis) the Printer against all loss, damages, costs and expenses awarded against or incurred by the Printer in connection with or paid or agreed to be paid by the Printer in settlement of any claim for libel or any infringement of any other proprietary or personal rights arising from any material printed by the Printer for the Customer arising from design briefs, copy, artwork, transparencies, photographs and other materials supplied by the Customer. Without prejudice to the foregoing the Printer shall be entitled to compromise and settle all such actions on terms as in its absolute discretion thinks fit without reference to the Customer 22. Export terms 22.1 In these Conditions “Incoterms” means the international rules for the interpretation of trade terms of the International Chamber of Commerce as in force at the date when the Contract is made. Unless the context otherwise requires, any term or expression which is defined in or given a particular meaning by the provisions of Incoterms shall have the same meaning in these Conditions but if there is any conflict between the provisions of Incoterms and these Conditions, the latter shall prevail 22.2 Where the goods are supplied for export from the United Kingdom, the provisions of this clause 22 shall (subject to any special terms agreed in writing between the Customer and the Printer) apply notwithstanding any other provision of these Conditions 22.3 The Customer shall be responsible for complying with any legislation or regulations governing the importation of the goods into the country of destination and for the payment of any duties thereon. Without prejudice to the generality of the foregoing the Customer will be responsible for obtaining all necessary licences which it may require to enable it to import and use the goods and for all necessary exchange control consents to enable the Customer to make payment for the goods and the Customer shall not be discharged from its obligations hereunder by any total or partial prohibition of imports or by the refusal or non-availability of any import licence or by the imposition of any restrictions or conditions upon the grant of any such licence 22.4 Unless otherwise agreed in writing between the Customer and the Printer, the goods shall be delivered f.o.b the air or sea port of shipment and the Printer shall be under no obligation to give notice under section 32(3) of the Sale of Goods Act 1979 22.5 Payment of all amounts due to the Printer shall be made by irrevocable letter of credit opened by the Customer in favour of the Printer and confirmed by a Bank acceptable to the Printer or, if the Printer has agreed in writing on or before acceptance of the Customer’s order to waive this requirement, by acceptance by the Customer and delivery to the Printer of a Bill of Exchange drawn on the Customer payable 60 days after sight to the order of the Printer at such recognised Bank acceptable to the Printer as may be specified in the Bill of Exchange 23. Force Majeure The Printer shall be under no liability if it shall be unable to carry out any provision of the Contract for any reason beyond its reasonable control including (without limiting the foregoing) Act of God, legislation, war, fire, flood, drought, failure of power supply, lock-out, strike or other action taken by employees in contemplation or furtherance of a dispute or owing to any inability to procure materials required for the performance of the Contract. During the continuance of such a contingency the Printer may by written notice to the Customer elect to terminate the Contract and shall be entitled to forthwith deliver an invoice for all work done and materials used up to and including the day of notice 24. Sub-Contracting The Printer may licence or sub-contract all or any part of its rights and obligations under the Contract 25. Governing Law The Contract shall be governed by and construed in accordance with English law and it is irrevocably agreed for the exclusive benefit of the Printer that the Courts of England are to have jurisdiction to settle any disputes which may arise out of or in connection with the Contract (in this clause referred to as “Proceedings”) which may be brought in such Courts. Nothing in this clause shall limit the right of the Printer to take proceedings against the Customer in any other court of competent jurisdiction, nor shall the taking of Proceedings in one or more jurisdictions preclude the taking of Proceedings in any other jurisdiction, whether concurrently or not 26. General 26.1 Any notice required or permitted to be given by either party to the other under these Conditions shall be in writing addressed to that other party at its registered office or principal place of business or such other address as may at the relevant time have been notified pursuant to this provision to the party giving the notice 26.2 No waiver by the Printer of any breach of the Contract by the Customer shall be considered as a waiver of any subsequent breach of the same or any other provision 26.3 If any provision of any clause or sub-clause of these Conditions is held by any competent authority to be invalid or unenforceable in whole or in part the validity of the other provisions of these Conditions and the remainder of the provision in question shall not be affected thereby Note: The Printer’s prices are calculated on the basis that these Conditions will apply. 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