This sales quotation is provided in accordance with:

*           the terms set out;

*           the sales conditions  attached;

*           [the specification attached];

Should you wish to commence with this commission, please sign and return the duplicate copy within 30 days of the date of quotation before placing a purchase order or the quotation will lapse.

Thank you.

Please note that these prices are ex VAT. VAT will be added to the invoice at 20%

All cheques to be made payable to Fox Graphics

BACS: Natwest, Macclesfield

Sort Code: 01-05-41 A/C No.:39669580

Terms and Conditions of Kate Fox trading as Fox Graphics

Studio 28-29, Beechfield House, Winterton Way,
Macclesfield, Cheshire SK11 0LP

studio@foxgraphicsdesign.co.uk

Definitions

1.1           ‘Agreement’ means the entire content of this document and the Quote, together constituting a legally binding document between Fox Graphics and the Customer.

1.2           ‘Customer’ means any person, firm or company who has placed an order with Fox Graphics.

1.3           ‘Project’ means the work that the Customer instructs Fox Graphics to complete.

1.4           ‘Terms’ means the terms and conditions which govern every contract made between Fox Graphics and a Customer set out in this Agreement. 

1.5           ‘Quote’ means the written quotation provided by Fox Graphics before the commencement of a Project. Acceptance of the Quote legally binds the Customer to an Agreement with Fox Graphics in respect of the work detailed in the Quote in accordance with the Terms.

Initial Terms

2.1           These Terms govern all transactions between the Customer and Fox Graphics except as otherwise specifically agreed in writing by Kate Fox of Fox Graphics and to the exclusion of any other terms even if those terms are contained in any part of the Customer’s document that purports to provide that the Customer’s own Terms shall prevail.

2.2           Time shall not be of the essence unless otherwise agreed in writing by Fox Graphics and the Customer.

2.3           Each clause and sub-clause is severable and independent of every other clause and sub-clause.

2.4           If at any time one or more of the provisions in the Agreement is or becomes invalid, illegal or unenforceable in any respect neither the validity, legality nor enforceability of the remaining provisions shall in any way be affected or impaired.

2.5           These Terms shall be governed by and interpreted in accordance with English law and the parties submit to the non-exclusive jurisdiction of the English Courts.

Project Acceptance

3.1           No work on a Project will commence until the Customer has signed and returned the Agreement to Fox Graphics.

3.2           All orders must be placed in writing with Fox Graphics.

3.3           The placing of an order constitutes acceptance of the Quote provided by Fox Graphics and agreement to comply with the Terms.

3.4           The Customer acknowledges that the acceptance of the Terms forms a contract for business between the Customer and Fox Graphics.

3.5           Fox Graphics may choose not to accept an order for any reason.

Proofing

4.1           Fox Graphics will provide the Customer with a proof in either hard copy or PDF format.

4.2           Any Quote provides for a maximum of three proofs but additional proofs will be charged for separately.  The proofs consist of the following:

                   4.2.1 Proof One: Initial idea

                   4.2.2 Proof Two: Amendments to design / text

                   4.2.3 Proof Three: Final proof / sign off

4.3           It is the Customer’s responsibility to check the proof and ensure it accords with their instructions.

4.4           The Customer must sign the proof in writing once the contents have been checked thoroughly.  

The signature constitutes the Customer’s acceptance of the proof.

4.5           Fox Graphics accept no responsibility within the proof once it has been signed off by the Customer.

Intellectual Property and Copyright

5.1           The Customer warrants that when providing any text images or other data to Fox Graphics that it holds the appropriate copyright permissions.  The Customer will keep Fox Graphics fully indemnified in the event of any breaches of copyright law.

5.2           Any intellectual property and copyright designed by Fox Graphics remains with Fox Graphics unless specifically released in writing and transferred to the Customer or a nominated third party.

Data Format

6.1           The Customer agrees to provide Fox Graphics with the necessary data for it to undertake to work on a Project within a reasonable period. Images must be of sufficient quality for use in the correct format and resolution. Images should be JPEG or TIF at 300 DPI standards. Fox Graphics will advise if an image provided by the Customer is not of sufficient quality. Should the Customer not provide a suitable alternative and insist on using an image which Fox Graphics deems unsuitable, Fox Graphics will not be held responsible for the quality of subsequent work.

Printing

7.1           Fox Graphics do not carry out printing themselves but can arrange for printing through a third party.

7.2           If the Customer wishes for Fox Graphics to arrange printing, payment for this service must be made in full. Fox Graphics cannot be held liable for any errors or delays by any third party printing company.

Cancellation

8.1           If the Customer cancels a Project, Fox Graphics will invoice for all work done above the non-refundable deposit.

8.2.          Fox Graphics requires formal notification in writing of a Customer’s request to cancel a Project. However, the Customer must make contact initially by telephone or email to alert Fox Graphics. Failure to provide the formal notification in writing can render the whole Quote payable.

8.3           Fox Graphics may terminate the Agreement without any liability if:

8.3.1        the Customer does not sign these Terms and return them to Fox Graphics;

8.3.2        the Customer does not pay the required non-refundable deposit.

Warranties, Liabilities and Indemnities

9.1           Each of the parties acknowledges that, in entering into the Agreement, it does not do so in reliance on any representation, warranty or other provision except as expressly provided in the Agreement, and any conditions, warranties or other terms implied by statute or common law are excluded from the Agreement to the fullest extent permitted by law. Nothing in the Agreement excludes liability for fraud.

  9.2            Neither party shall be liable to the other party in contract, tort, negligence, breach of statutory duty or otherwise for any loss, damage, costs or expenses of any nature whatsoever incurred or suffered by that other party of an indirect or consequential nature including without limitation any economic loss or other loss of turnover, profits business or goodwill. The provisions of this Clause 9.2 shall not apply in the circumstances set out in Clause 9.3.

9.3           The Customer shall indemnify and hold harmless Fox Graphics from and against all Claims and Losses arising from loss, damage, liability, injury to the Fox Graphics employees and third parties, infringement of third party intellectual property, or third party losses by reason of or arising out of any information supplied to the Customer by Fox Graphics, its employees or consultants, or supplied to Fox Graphics by the Customer within or without the scope of the Agreement. In this Clause 9.3 ‘Claims’ shall mean all demands, claims, proceedings, penalties, fines and liability (whether criminal or civil, in contract, tort or otherwise) and ‘Losses’ shall mean all losses including without limitation financial losses, damages, legal costs and other expenses of any nature whatsoever.

9.4           Fox Graphics expressly does not warrant that any result or objective whether stated in the Agreement or not shall be achieved, be achievable or be attained at all or by a given completion date or any other date.

Force Majeure

10.1         Neither party shall have any liability under or be deemed to be in breach of the Agreement for any delays or failures in performance of the Agreement which result from circumstances beyond the reasonable control of that party. Force majeure means an event or sequence of events beyond a party’s reasonable control preventing or delaying it from performing its obligations under the Contract [including but not limited to) an act of God, fire, flood, lightning, earthquake or other natural disaster; war, riot or civil unrest, strike, lockout or boycott or other industrial action; interruption or failure of supplies of power, fuel, water, transport, equipment or telecommunications service; or material required by for performance of the Contract], except any party’s failure to pay shall not be an event of force majeure in any event. The party affected by such circumstances shall promptly notify the other party in writing when such circumstances cause a delay or failure in performance and when they cease to do so. If such circumstances continue for a continuous period of more than six months, either party may terminate the Agreement by written notice to the other party.

 Announcements

11.1         No party shall issue or make any public announcement or disclose any information regarding the Agreement unless prior to such public announcement or disclosure it furnishes the other party with a copy of such announcement or information and obtains the approval of that other party to its terms. However, no party shall be prohibited from issuing or making any such public announcement or disclosing such information if it is required to do so by law or a regulatory authority.

Payment

12.1         A non-refundable deposit of 50% of the Quote is required before Fox Graphics can commence any project unless otherwise agreed. Work on a Project cannot commence until the deposit has cleared.

12.2         Payment of the balance plus VAT and delivery charges (if applicable) must be made by the Customer within 7 days of production of an invoice by Fox Graphics.

12.3         A late payment charge of £30.00 will be charged to late payments and in addition the Customer will be liable to pay interest at 2% on the overdue sum is compounded weekly

12.4         Any Quote provided by Fox Graphics is only valid for acceptance for a period of 30 days.

12.5         The Customer will be invoiced as agreed in the Quote.

12.6         Fox Graphics reserves the right to withhold production/delivery of the final product until all balances have been paid.

12.7         Payments can be made by cheque, bank transfer or cash.

12.8         Returned cheques will incur a charge of £30.00 payable by the Customer. Fox Graphics reserves the right to consider an account in default in the event of a returned cheque.

12.9         Fox Graphics reserves the right to pursue all costs associated with unpaid invoices, including legal and administrative costs.

Authorised by                                                                         Accepted unconditionally by

[signature] ___________________   Date ________            [signature] ___________________   Date ________           

on behalf of Fox Graphics                                                       on behalf of Customer