Definitions

1. In these Conditions: 

   • 'CLIENT' means the person named on the Specification Sheet for whom the Supplier has agreed to provide Goods and/or the Specified Service in accordance with these Conditions 
   • 'CONTRACT' means the contract for the provision of Goods and/or the Specified Service 
   • 'DELIVERY DATE' means the date (if any) specified by the Supplier when the Goods and/or Output Material are to be delivered 
   • 'DOCUMENT' includes, in addition to a document in writing, any map, plan, graph, drawing or photograph, any film, negative, tape or other device embodying visual images and any disc, tape or other device embodying any other data 
   • 'GOODS' means the articles which the Client agrees to buy from the Supplier but unless otherwise stated excludes Output Material 
   • 'INPUT MATERIAL' means any Documents or other materials, and any data or other information provided by the Client relating to the Specified Service 
   • 'OUTPUT MATERIAL' means any Documents or other materials, and any data or other information provided by the Supplier relating to the Specified Service 
   • 'SPECIFICATION SHEET' means the sheet to which these Conditions are appended 
   • 'SPECIFIED SERVICE' means the service to be provided by the Supplier for the Client and referred to in the Specification Sheet including any collection of Input Material and preparatory work. 
   • 'SUPPLIER' means Topscan (UK) Limited 'SUPPLIERS CHARGES' means the charges made by Supplier for the provision of Goods and/or the Specified Service excluding carriage, packaging, insurance and value added tax 

2. The headings in these Conditions are for convenience only and shall not affect their interpretation. 

Supply of Goods and the Specified Service

• The Supplier shall provide Goods and/or the Specified Service to the Client subject to these Conditions to the exclusion of all other terms and conditions including any terms and conditions which the Client may purport to apply under any purchase order, confirmation of order or similar document. Any changes or additions to the Goods the Specified Service or these Conditions must be agreed in writing by the Supplier and the Client. 
• The quantity and description of the Goods shall be as set out in the Supplier's quotation and detailed within the Specification Sheet. 
• The Client shall at its own expense supply the Supplier with all necessary Documents or other materials, and all necessary data or other information relating to the Specified Service, within sufficient time to enable the Supplier to provide the Specified Service in accordance with the Contract. The Client shall ensure the accuracy of all Input Material and that it is complete. 
• The Client shall at its own expense insure against accidental loss or damage of all Input Material and shall be responsible for notifying its insurers that such Input Material has been removed from its premises. The Supplier shall have no liability for any such loss or damage, however caused. All Output Material shall be at the sole risk of the Client from the time of delivery to or to the order of the Client. 
• The Specified Service shall be provided in accordance with the Specification Sheet and otherwise in accordance with the Supplier's current brochure or other published literature relating to the Specified Service from time to time, subject to these Conditions. 
• Further details about the Specified Service, and advice or recommendations about its provision or utilisation, which are not given in the Supplier's brochure or other promotional literature, may be made available on written request. 
• The Supplier may correct any typographical or other errors or omissions in any brochure, promotional literature, quotation or other document relating to the provision of the Specified Service without any liability to the Client. 
• The Supplier may at any time without notifying the Client make any changes to the Specified Service which are necessary to comply with any applicable safety or other statutory requirements, or which do not materially affect the nature or quality of the Specified Service.

Charges

• Subject to any special terms agreed, the Client shall pay the Supplier's Charges as quoted to the Client for the provision of Goods and/or the Specified Service together with any additional sums which are agreed between the Supplier and the Client or which, in the Supplier's sole discretion, are required as a result of the Client's instructions or lack of instructions, the inaccuracy of any Input Material or any other cause attributable to the Client. 
• The Supplier shall be entitled to vary the Supplier's Charges as quoted at any time to take into account changes in its operating costs or any other factors and will give written notice to the Client of any such variation. 
• All charges quoted to the Client for the provision of the Specified Service are exclusive of any Value Added Tax, for which the Client shall be additionally liable at the applicable rate from time to time. 
• The Supplier shall be entitled to invoice the Client following delivery of the Goods and/or the Specified Services, or at other times agreed with the Client. Alternatively, (where appropriate) the Supplier shall be entitled to invoice the Client on a monthly basis in respect of so much of the Specified Service as has been provided during that month. 
• The Supplier's Charges and any additional sums payable shall be paid by the Client (together with any applicable Value Added Tax, and without any set-off or other deduction) within 30 days of the date of the Supplier's invoice. 
• If payment is not made on the due date, the Supplier shall be entitled, without limiting any other rights it may have:- 
  • to charge interest on the outstanding amount (both before and after any judgment) at the rate of 3% above the base rate from time to time of Barclays Bank plc from the due date until the outstanding amount is paid in full; 
  • suspend or cancel deliveries of any Goods or Output Material due to the Client; and/or 
  • appropriate any payment made by the Client to such of the Goods and/or Specified Services as the Supplier may in it's sole discretion think fit.

Delivery and Storage

• Delivery of the Goods and/or Output Material shall be made to the Client's address on the Delivery Date. The Client shall make all necessary arrangements to take delivery of the Goods and/or Output Material whenever they are tendered for delivery. If the Client is unable to accept delivery of the Goods and/or Output Material on the Delivery Date the Supplier may, if storage facilities permit, store the Goods and/or Output Material and the Client will be liable to the Supplier for its reasonable charges in connection with the provision of such storage facilities. 
• The failure of the Supplier to deliver the Goods and/or Output Material on the Delivery Date shall not entitle the Client to treat this Contract as repudiated and the Supplier shall not be liable for any loss or damage whatever due to failure by the Supplier to deliver the Goods and/or Output Material (or any of them) promptly or at all. 
• Notwithstanding that the Supplier may have delayed or failed to delivery the Goods and/or Output Material (or any of them) promptly the client shall be bound to accept delivery and to pay for the Goods and/or Output Material in full provided that delivery shall be tendered at any time within three months of the Delivery Date. 
• The Client will be deemed to have examined and accepted the quality of the Output Material at the Delivery Date unless notice in writing is given by the Client to the Supplier within 7 days of the said Delivery Date. 
• If the Client properly rejects any of the Goods and/or Output Material which are not in accordance with the Contract the Client shall nonetheless pay the full price for such Goods and/or Output Material unless the Client promptly gives notice of rejection to the Supplier in accordance with clause 4.4 above and at the Clients cost returns such Goods and/or Output Material before the date when payment of the Suppliers Charges are due. 
• In the event that the Specified Service shall include storage of the Output Material then the Supplier will store such Output Material taking all reasonable steps to prevent its deterioration until its actual delivery and the Client shall be liable to the Supplier for the reasonable costs of so doing as agreed between the Supplier and the Client from time to time.

Time and Risk

• The Goods and/or Output Material shall be at the Client's risk as from delivery. 
• In spite of delivery having been made property in the Goods and/or Output Material shall not pass from the Supplier until:- 
  • the Client has paid the Suppliers Charges plus VAT in full;
  • no other sums whatever shall be due from the Client to the Supplier. 
  • The Supplier shall be entitled to recover the Suppliers Charges (plus VAT) notwithstanding that property in any of the Goods and/or Output Material has not passed from the Client. 
• Until such time as property in the Goods and/or Output Material passes from the Supplier the Client shall upon request deliver up to the Supplier such of the Goods and/or Output Material as have not ceased to be in existence or been resold. If the Client fails to do so the Supplier may enter upon any premises owned occupied or controlled by the Client or where the Goods and/or Output Material are situated and repossess the Goods and/or Output Material.

Rights in Input Material and Output Material

• Any Input Material or other information provided by the Client which is so designated by the Client and any Output Material shall be kept confidential by the Supplier, and all Output Material or other information provided by the Supplier which is so designated by the Supplier shall be kept confidential by the Client; but the foregoing shall not apply to any Documents or other materials, data or other information which are public knowledge at the time when they are so provided by either party, and shall cease to apply if at any future time they become public knowledge through no fault of the other party. 
• The Client warrants that any Input Material and its use by the Supplier for the purpose of providing the Specified Service will not infringe the copyright or other rights of any third party, and the Client shall indemnify the Supplier against any loss, damages, costs, expenses or other claims arising from any such infringement. 
• Subject to paragraph 6.2, the Supplier warrants that any Output Material and its use by the Client for the purposes of utilising the Specified Service will not infringe the copyright or other rights of any third party, and the Supplier shall indemnify the Client against any loss, damages, costs, expenses or other claims arising from any such infringement. 
• Following provision of the Specified Service any Input Material shall be destroyed by security shredding after 14 days from the Delivery Date of the Output Material unless the Client in writing specifically instructs the Supplier to the contrary.

Warranties and Liability

• The Supplier warrants to the Client that the Specified Service will be provided using reasonable care and skill and, as far as reasonably possible, in accordance with the Specification. Where a time for the performance of the Contract is given it shall not be of the essence. Where the Supplier supplies in connection with the provision of the Specified Service or otherwise any Goods (including Output Material) supplied by a third party, the Supplier does not give any warranty, guarantee or other term as to their quality, fitness for purpose or otherwise, but shall, where possible, assign to the Client the benefit of any warranty, guarantee or indemnity given by the person supplying the Goods to the Supplier. 
• The Supplier shall have no liability to the Client for any loss, damage, costs, expenses or other claims for compensation arising from any Input Material or instructions supplied by the Client which are incomplete, incorrect, inaccurate, illegible, out of sequence or in the wrong form, or arising from their late arrival or non-arrival, or any other fault of the Client. 
• Except in respect of death or personal injury caused by the Supplier's negligence, or as expressly provided in these Conditions, the Supplier shall not be liable to the Client by reason of any representation (unless fraudulent), or any implied warranty, condition or other term, or any duty at common law, or under the express terms of the Contract, for any loss of profit or any indirect, special or consequential loss, damage, costs, expenses or other claims (whether caused by the negligence of the Supplier, its servants or agents or otherwise) which arise out of or in connection with the provision of Goods and/or the Specified Service or their use by the Client, and the entire liability of the Supplier under or in connection with the Contract shall not exceed the amount of the Supplier's Charges for the provision of Goods and/or the Specified Service, except as expressly provided in these Conditions. 
• The Supplier shall not be liable to the Client or be deemed to be in breach of the Contract by reason of any delay in performing, or any failure to perform, any of the Supplier's obligations in relation to the Goods and/or the Specified Service, if the delay or failure was due to any cause beyond the Supplier's reasonable control.

• The Supplier reserves the right not to perform the whole or any part of the Specified Service if in its absolute discretion it considers:- 
  • the Client to be in breach of any of these Conditions; 
  • the performance of the Specified Service may place at risk any person or property or infringe any copyright law. 
• The Supplier shall not be required to perform any service outside the terms of the Contract with the Client.

• Without prejudice to any other right or remedy available to the Supplier, the Supplier shall be entitled to terminate the Contract with the Client forthwith and/or suspend any further provision of Goods and/or the Specified Service without any liability to the Client and/or retain any of the Goods and/or Output Material still in its possession upon the happening of one or more of the following events:- 
  • the Client fails to make payment in full within seven days of the due date or to remedy any other breach of these Conditions which is capable of remedy within three days of being so required in writing; or 
  • the Client makes any voluntary arrangement with its creditors or becomes subject to an administration order or (being an individual or firm) becomes bankrupt or (being a company) goes into liquidation (other than for the purposes of an amalgamation or reconstruction), or has a receiver or administrative receiver appointed over all or any part of its assets or undertaking or a petition for an administration order is presented in respect of it or an order is made for voluntary arrangement in respect of it; or 
  • the Client ceases to threaten to carry on its business. 
• Termination of the Contract under this or any other clause shall not prejudice any other rights or remedies available to either party howsoever arising. 
• The Supplier may terminate the Contract at any time on giving thirty days notice in writing to the Client.

• The Supplier shall not be liable for any breach of its obligations hereunder resulting from causes beyond its reasonable control including but not limited to fires, strikes (of its own or other employees) insurrection or riots embargoes container shortages wrecks or delays in transportation inability to obtain supplies and raw materials requirements or regulations of any civil or military authority ('Force Majeure') 
• If the default due to Force Majeure shall continue for more than 8 weeks then either part shall be entitled to terminate the Contract. Neither party shall have any liability to the other in respect of the termination of the Contract as a result of Force Majeure.

• No waiver by the Supplier of any breach of the Contract by the Client shall be considered as a waiver of any subsequent breach of the same or any other provisions.

•  Any notice required or permitted to be given by either party to the other under the Contract shall be in writing addressed to that other party at is 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.

• If any provision of these Conditions shall be found by any Court or administrative body of competent jurisdiction to be invalid or unenforceable the invalidity or unenforceability of such provision shall not affect the other provisions of these Conditions and all provisions not affected by such invalidity or unenforceability shall remain in full force and effect. The parties hereby agree to attempt to substitute for any invalid or unenforceable provision a valid or enforceable provision which achieves to the greatest extent possible the economic legal and commercial objectives of the invalid or unenforceable provisions.

• The Client shall not be liable to the Supplier for loss arising from or in connection with any representations agreements statements or undertakings made prior to the date of the Contract with the Client other than those representations agreements statements and undertakings confirmed by a duly authorised representative of the Supplier in writing.

• Headings to clauses in these Conditions are for the purpose of information and identification only and should not be construed as forming part of the Contract.

• These Conditions shall be governed by and construed in accordance with English Law and the parties hereto agree to submit to the non exclusive jurisdiction of the English Courts.