1.1 “Seller” means DRAGONFLY FRAMING LTD. whose business is located Rowood House, Murdock Road, Bicester, Oxfordshire, OX26 4PP.

1.2 “Buyer” means the person who contracts with the Seller for the sale and or supply of the Goods and or the provision of the Services by the Seller.

1.3 “Contract” means the contract for the sale and or supply of goods and or the provision of the Services by the Seller to the Buyer.

1.4 “Conditions” means the standard terms and conditions of business of the Seller set out in this document and (unless the context otherwise requires) includes any special terms and conditions agreed in writing between the Seller and the Buyer.

1.5 “Deposited Items” means any paintings, pictures, prints, frames and or other goods placed in the custody of the Seller by the Buyer (whether or not belonging to the Buyer) in relation to the supply of Goods and or the provision of Services.

1.6 “Goods” means the goods (including any instalment of goods or accessories or parts of them by excluding the Deposited Items) which the Seller is to sell or supply and or upon which the Services are to be carried out under the Contract upon the Conditions.

1.7 “Services” means any process or work to be carried out and supplied by the Seller under the Contract upon the Conditions including by way of example mounting, fitting, framing, storage, packing, crating, shipping and transportation.

1.8 “Contract Price” means the price payable by the Buyer for the Goods or any part thereof and or for the Services under the Contract inclusive of any increases made pursuant to these Conditions but excluding VAT.

1.9 “Writing” includes telex, cable, facsimile transmission, email, SMS and comparable means of communication.

1.10 Any reference in these Conditions to any provision of a statute shall be construed as a reference to that provision as amended, re-enacted, consolidated or extended at the relevant time.

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

2.1  The Seller shall sell and or supply and the Buyer shall purchase the Goods and or Services in accordance with any written quotation of the Seller which is accepted by the Buyer, or any written order of the Buyer which is accepted in writing by the Seller, subject in either case to these Conditions which shall govern the Contract and 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 Buyer.

2,2  Unless otherwise agreed in writing by the Seller these Conditions form the entire agreement between the Buyer and the Seller and shall override any terms or conditions stipulated, incorporated or referred to by the Buyer whether in the order or in any negotiations and all guarantees, warranties or conditions whether express or implied by law or otherwise are excluded EXCEPT where such an exclusion is void under the Unfair Contract Terms Act 1977.

3.1  The Buyer shall be responsible to the Seller for ensuring the accuracy of the terms of any order (including any applicable specifications regarding for example measurements and colours) submitted by the Buyer and for giving the Seller any necessary information relating to the Goods and or Services and or Deposited Items within a sufficient time to enable the Seller to perform the Contract.

3.2  The quantity, quality and description of and any specification for the Goods and or Services shall be those set out in the Seller’s quotation (if accepted by the Buyer) or the Buyer’s order (if accepted by the Seller).

3.3  Any subsequent additions or alterations to any quotation or order shall be the subject of extra charges to the Contract Price. If the Seller adopts any changes in the order or quotation for the Goods and or Services the Buyer shall accept the Goods so changed and or Services so provided in fulfilment of the order or quotation (provided such changes do not materially affect their quality).

3.4 The Buyer shall indemnify the Seller against all damages, penalties, costs and expenses to which the Seller may become liable if any work done in accordance with the quotation or order involves an infringement of a trademark (whether registered or not) copyright, design or patent or any other intellectual property rights.

4.1  Where the Contract price is quoted the Contract Price is strictly net cash due immediately upon delivery of the invoice and prior to collection of the order. The Buyer is to pay a forty per cent (40%) deposit upon acceptance of the order or quotation. The balance of the Contract Price due shall be payable strictly net cash prior to collection or shipment of the order unless otherwise agreed. Should the deposit not be paid the Seller shall be entitled to terminate the Contract forthwith.

4.2  The Seller reserves the right to charge interest at 2% over the base rate from time to time of Lloyds Bank plc on the amount owing after the date any money is due from the Buyer to the Seller under this Contract (“the Due Date”) until such amount is paid. Time of payment is of the essence.

4.3  Only those Goods delivered overseas by transport arranged by the Seller will be zero rated for VAT purposes and Goods collected personally by the Buyer notwithstanding that they are to be transported overseas will be liable for VAT.

4.4  The notification of a claim of any kind by the Buyer shall not entitle the Buyer to withhold payment of the Contract Price or neither any balance thereof nor any right of set-off against any payment due to the Seller under any other contract between the Buyer and the Seller.

4.5  In the case of partial completion of the Contract the Seller shall be entitled to a quantum meruit in respect of all work done by it without prejudice to its rights should non-completion be occasioned by the Buyer.

5.1  Upon delivery of the Goods to the Buyer in accordance with Clause 11 or collection of the Goods by the Buyer in accordance with Clause 10 the risk of loss, destruction or damage shall pass to the Buyer and the Buyer shall on behalf of the Seller (but at the Buyer’s own expense) insure to the full value of the Goods, but the Goods shall remain the property of the Seller until the Buyer shall have paid all monies owing to the Seller from the Buyer whether for the Goods and or Services supplied under this Contract or otherwise howsoever owing from the Buyer to the Seller.

5.2  The Buyer acknowledges that, until such time mentioned in sub-clause 5.1, it is in possession of the Goods solely as bailee for the Seller and if so required shall store the Goods separately from its own goods and in such a fashion as to be readily identifiable by the Seller until the Goods are incorporated into other goods or reality.

6.1 This clause shall apply if the Buyer commits any of the following acts or if any of the following events shall occur:-

6.1.1 The Buyer fails to pay any amounts due under the Contract on the Due Date;

6.1.2 The Buyer commits any breach of the Contract;

6.1.3 The Buyer becomes insolvent or unable to pay its debts;

6.1.4 The Buyer (being a limited company) resolves to go into voluntary liquidation (other than for the purpose of amalgamation or reconstruction) or the Buyer (being an individual) commits any act of bankruptcy or dies;

6.1.5 It appears that the presentation of a petition to wind-up the Buyer is threatened or contemplated;

6.1.6 An encumbrancer takes possession of, or a receiver is appointed over, any of the Buyer’s property or assets;

6.1.7 The Buyer makes any composition, scheme or arrangement with its creditors;

6.1.8 Any execution or distress shall be levied against the assets or property of the Buyer or any part thereof.

6.2 If this clause applies the Seller may without prejudice to any other right or remedy which the Seller may lawfully enforce or exercise:-

6.2.1 Without notice suspend or cancel the Contract and stop any Goods in transit and/or the provision of the Services and in the case of termination forfeit any deposit paid, and or

6.2.2 By notice to the Buyer require the Buyer to place the Goods at the disposal of the Seller and permit the Seller or its agent to enter upon any premises for the purpose of removing the Goods such permission to include severance where necessary from realty.

6.3 Notwithstanding that the Seller has not received payment of all monies owing to it from the Buyer (and provided the Seller has not exercised any of its rights under Sub-Clause 6.2 above), the Seller authorises the Buyer to dispose of or incorporate the Goods into other goods or realty, in the ordinary course of the Buyer’s business, on condition that the proceeds of any such sale or the payment (including any interim payment) for any such other goods or realty (“the Proceeds”) are paid into a separate bank account, and on condition that the Buyer holds the Proceeds upon trust for the Seller. The Buyer has a fiduciary duty to the Seller to account for the Proceeds, provided that the Buyer can retain therefrom any excess of the Proceeds over the amount outstanding owing to the Seller from the Buyer at the time the Proceeds are received.

7.1 Because the potential losses which the Buyer might suffer as a result of any breach of Contract by the Seller are more readily ascertainable by the Buyer AND because such losses could be wholly disproportionate to the Contract Price AND so that the Seller can keep the Contract Price as low as reasonably possible THE BUYER AGREES with the Seller limiting its liability in accordance with these Conditions and or any guarantee.

7.2 The Seller reserves the right to appoint a sub-contractor without notice in respect of all or any of the Goods and or Services to be supplied under the Contract and the Seller shall have no liability to the Buyer arising out of and or in connection with the supply of any goods and or services by the said sub-contractor.

7.3 Each of the clauses and provisions of these Conditions are severable and if any Court finds that any Clause or Sub-Clause fails the requirements of reasonableness under the Unfair Contract Terms Act 1977 then that particular Clause or Sub-Clause shall be struck out without affecting the efficacy of any of the remaining Clauses and Sub-Clauses.

7.4 Under no circumstances shall the Seller be liable for any claim made by the Buyer for consequential or economic loss or damage.

8.1  Notwithstanding that a sample of the Goods may be exhibited and inspected by the Buyer it is hereby declared that such sample was so exhibited and inspected solely to enable the Buyer to judge for himself the quality and not so as to constitute a sale by sample or description under the Contract. The Seller shall be entitled to substitute alternative Goods of equivalent quality and accepts no liability for any loss or damage resulting from any such substitution.

9.1  The Seller will use best endeavours to ensure that the Goods and or the Deposited Items to which Services shall have been supplied are ready for collection by or delivery to the Buyer and or any Services supplied shall be performed within the period (if any) specified in the order or quotation and such details as may be necessary or required by the Seller to enable the Seller to comply with such period shall be supplied by the Buyer.

9.2  The Seller will only guarantee a date for delivery, collection or performance upon payment by the Buyer of an additional premium, and no liability shall attach to the Seller if a delivery, collection or performance date is not complied with where such additional premium has not been paid.

9.3  Time for completion, collection, delivery or performance is not of the essence except where such additional premium has been paid.

10.1  The Buyer shall inspect and examine the Goods and or the Deposited Items to which Services shall have been supplied upon collection from the Seller and the Seller shall not be responsible for the quality or fitness of the Goods for any purpose and collection by the Buyer shall be deemed to be acceptance of them and that they are in accordance with the terms of the Contract.

11.1 Where the Buyer requires delivery of the Goods and or Deposited Items to which Services shall have been supplied to a prescribed destination a delivery charge (to include agents, insurance and transit fees) will be made and the Seller reserves the right to make a crateage charge payable by the buyer, both such charges to be added to the Contract Price.

11.2 The Seller will repair or replace (at the sellers choice) free of charge Goods but not Deposited Items damaged, stolen or lost in transit prior to delivery provided that:-

11.2.1 Where transit by a carrier has been arranged by the Seller the Buyer gives the Seller written notification of such damage, theft or loss within such time as will enable the Seller to comply with the carriers conditions of carriage as affecting damage, theft or loss in transit; or

11.2.2 Where delivery is made by the Seller’s own transport the Buyer gives the Seller written notification of such dam-age, theft or loss within such time as shall enable the Seller to comply with any requirement or condition of the Seller’s own insurance policy covering such damage, theft or loss and, unless the Buyer shall have actual notice of such conditions or requirements, the time for giving such written notification by the Buyer shall not be later than 72 hours from delivery. Time shall be of the essence.

11.3 Where the Goods and or Deposited Items are delivered to the Buyer in the UK or abroad the Buyer shall inspect them immediately on the delivery thereof at the destination prescribed by the Buyer and shall within 7 days from such inspection give notice in writing to the Seller of any matter or thing by reason whereof he alleges that the Goods and order the Services supplied are not in accordance with the Contract. If the Buyer shall fail to give such notice the Goods and or Services shall be deemed to be in all respects in accordance with the Contact and the Buyer shall be bound to accept and pay for the same accordingly.

12.1  If the Buyer does not accept delivery of, or does not collect the Goods and or Deposited Items within the period specified in the quotation or order (or where no such period is named within 14 days of the Seller either serving notice in writing on the Buyer or telephoning the Buyer that the Goods are available for collection) then the Seller shall have the right to store the Goods and or any Deposited Items at such premises as the Seller in its absolute discretion shall consider appropriate.

12.2  If the Seller stores the Goods and or Deposited Items the Buyer shall indemnify the Seller from and against all costs and expenses of whatsoever kind properly incurred in placing and keeping and continuing to so place and keep the Goods and or Deposited Items in such premises, including (but without prejudice to the generality of the foregoing) all transport, packing. crateage, handling, storage, and related costs and expenses together with all insurance costs, expenses, fees and premiums.

12.1  The Seller shall have a lien on all the Buyer’s property, including any Goods and Deposited Items in the Seller’s possession, for all sums due at any time from the Buyer. The Seller shall be entitled to use, sell or dispose of that property as agent for and at the expense of the Buyer and apply the proceeds in and towards the payment of such sums on 28 days notice in Writing to the Buyer Upon accounting to the Buyer for any balance remaining after payment of any sums due to the Seller, and the costs of sale or disposal, the Seller shall be discharged of any liability in respect of the Buyer’s property.

14.1  Upon acceptance of Deposited Items for whatever purpose the Seller shall issue to the Buyer a receipt which must be produced by the Buyer upon any claim being made in accordance with these conditions by the Buyer against the Seller for damage suffered to the Deposited Items.

14.2  The Seller shall not be liable and accepts no responsibility for any loss, theft or damage to the Deposited Items or any part thereof and gives no warranty or guarantee that the Services shall not cause damage to the Deposited Items. EXCEPT it is hereby agreed that the Seller shall be liable to the Buyer for damage to the Deposited Items which is proved to have been the result of negligent workmanship of the Seller in providing the Services subject always to Clause 7 above.

14.3  The Buyer acknowledges that the Seller has not affected any insurance whatsoever in relation to the Deposited Items and agrees that any insurance in respect of the Deposited Items is its sole and exclusive responsibility.

15.1  In the event of riots, strikes, lock-outs or any dispute between employers and employees, shortage of labour, fire, floods, ice, frosts or fog, Act of God, Queen’s enemies, restraints of Princes. Rulers or peoples, including interference by Government Authorities or Departments or their Officials, perils of the seas, breakdown of machinery, shortage of ship-ping or other means of transport, congestion, force majeure of any unforeseen or exceptional circumstances (including any of the above) preventing, hindering or delaying deliveries from suppliers, shippers or sub-contractors, or otherwise affecting or hindering the fulfilment of the Contract by the Seller or any circumstances whatsoever outside their control, the Seller shall have the option either to cancel the Contract or to extend the time of completion delivery or collection during the period as the circumstances or any of them or their after effects shall continue. In the event of any such cancellation by the Seller, or any extension of time, the Buyer shall have no claims whatsoever against the Seller.