TPW Shop Terms and Conditions

1 DEFINITIONS

In this document the following words shall have the following meanings:

1.1 “Buyer” means the organisation or person who buys Goods from the Seller;

1.2 “Goods” means the articles to be supplied to the Buyer by the Seller;

1.3 “Intellectual Property Rights” means all patents, registered and unregistered designs, copyright, trade marks, know-how and all other forms of intellectual property wherever in the world enforceable;

1.4 “Seller” means “The Printed Word”

1.5 “Site” refers to the website and all content provided at www.tpwshop.com

2 GENERAL

2.1 These Terms and Conditions shall apply to all contracts for the sale of Goods by the Seller via the Site, to the Buyer to the exclusion of all other terms and conditions referred to, offered or relied on by the Buyer whether in negotiation or at any stage in the dealings between the parties, including any standard or printed terms tendered by the Buyer, unless the Buyer specifically states in writing, separately from such terms, that it wishes such terms to apply and this has been acknowledged by the Seller in writing.

2.2 Any variation to these Terms and Conditions (including any special terms and conditions agreed between the parties) shall be inapplicable unless agreed in writing by the Seller.

3 PRICE AND PAYMENT

3.1 The price shall be the Seller’s current estimate and confirmation of order, as provided via the Site, or such other price as the parties may agree in writing. The prices listed on the Site are exclusive of VAT or any other applicable costs and may include carriage if requested by the buyer.

3.2 Payment of the price and VAT and any other applicable costs shall be paid in full on completion of their order. The Seller shall not proceed to print the Goods until payment has been made via the payment method on the Site or via agreed alternative methods.

3.3 The Seller shall be entitled to refuse the delivery of goods and service until payment has been processed, this includes any design services which have been outlined to the Buyer by the Seller.

3.4 If payment of the listed price or any part thereof is not made at the time of order completion, the Seller shall be

entitled to:

3.4.1 require payment before processing any printed Goods;

3.4.2 refuse to make delivery of any undelivered Goods whether ordered under contract or not and without incurring any liability whatever to the Buyer for non-delivery or any delay in delivery;

3.4.3 terminate the contract fully and refuse to supply Goods.

Any description given or applied to the Goods is given by way of identification only and the use of such description shall not constitute a sale by description. For the avoidance of doubt, the Buyer hereby affirms that it does not in any way rely on any description when entering into the contract.

5 DELIVERY

5.1 Unless otherwise agreed in writing, delivery of the Goods shall take place at the address specified by the Buyer during the checkout process via the Site. The Buyer shall make all arrangements necessary to take delivery of the Goods whenever they are tendered for delivery.

552 The date of delivery specified by the Seller is an estimate only. Time for delivery shall not be of the essence of the contract.

5.3 If the Seller is unable to deliver the Goods for reasons beyond its control, then the Seller shall be entitled to place the Goods in storage until such times as delivery may be effected and the Buyer shall be liable for any expense associated with such storage.

5.4 The Buyer shall be entitled to replacement Goods where the Goods have been damaged during transportation. The Buyer must notify the Seller of the damage within 24 hours of delivery.

6 RISK

Risk in the Goods shall pass to the Buyer at the moment the Goods are dispatched from the Seller`s premises. Where the Buyer chooses to collect the Goods itself, risk will pass when the Goods are entrusted to it or set aside for its collection, whichever happens first.

7 TITLE

Title in the Goods shall not pass to the Buyer until the Seller has been paid in full for the Goods.

8 WARRANTY

8.1 Where the Goods have been manufactured by the Seller and are found to be defective, the Seller shall reprint, or in its sole discretion, replace defective Goods free of charge within 1 month from the date of delivery, subject to the following conditions:

8.1.1 the Buyer notifying the Seller in writing immediately upon the defect becoming apparent;

8.1.2 the defect being due to the faulty materials or workmanship of the Seller.

8.2 Any Goods to be reprinted or replaced shall be returned to the Seller at the Buyer’s expense, if so requested by the Seller.

8.3 The Seller shall be entitled in its absolute discretion to refund the price of the defective Goods in the event that such price has already been paid.

8.4 The remedies contained in this Clause are without prejudice to the other Terms and Conditions herein, including, but without limitation, Clauses 10 and 11 below.

9.1 No liability of any nature shall be incurred or accepted by the Seller in respect of any representation made by the Seller, or on its behalf, to the Buyer, or to any party acting on its behalf, prior to the making of this contract where such representations were made or given in relation to:

10.1.1 the correspondence of the Goods with any description;

10.1.2 the quality of the Goods; or

10.1.3 the fitness of the Goods for any purpose whatsoever.

9.2 No liability of any nature shall be accepted by the Seller to the Buyer in respect of any express term of this contract where such term relates in any way to:

10.2.1 the correspondence of the Goods with any description;

10.2.2 the quality of the Goods; or

10.2.3 the fitness of the Goods for any purpose whatsoever.

9.3 All implied terms, conditions or warranties as to the correspondence of the Goods to any description or the satisfactory quality of the Goods or the fitness of the Goods for any purpose whatsoever (whether made known to the Seller or not) are hereby excluded from the contract.

10 LIMITATION OF LIABILITY

10.1 Where any court or arbitrator determines that any part of Clause 10 above is, for whatever reason, unenforceable, the Seller shall be liable for all loss or damage suffered by the Buyer but in an amount not exceeding the contract price.

10.2 Nothing contained in these Terms and Conditions shall be construed so as to limit or exclude the liability of the Seller for death or personal injury as a result of the Seller’s negligence or that of its employees or agents.

11 INTELLECTUAL PROPERTY RIGHTS

All Intellectual Property Rights produced from or arising as a result of the performance of this Agreement shall, so far as not already vested, become the absolute property of the Seller, and the Buyer shall do all that is reasonably necessary to ensure that such rights vest in the Seller by the execution of appropriate instruments or the making of agreements with third parties.

12 FORCE MAJEURE

The Seller shall not be liable for any delay or failure to perform any of its obligations if the delay or failure results from events or circumstances outside its reasonable control, including but not limited to acts of God, strikes, lock outs, accidents, war, fire, breakdown of plant or machinery or shortage or unavailability of raw materials from a natural source of supply, and the Seller shall be entitled to a reasonable extension of its obligations. If the delay persists for such time as the Seller considers unreasonable, it may, without liability on its part, terminate the contract.

Nothing contained in these Terms and Conditions shall be construed as establishing or implying any partnership or joint venture between the parties and nothing in these Terms and Conditions shall be deemed to construe either of the parties as the agent of the other.

14 WAIVER

The failure by either party to enforce at any time or for any period any one or more of the Terms and Conditions herein shall not be a waiver of them or of the right at any time subsequently to enforce all Terms and Conditions of this Agreement.

15 SEVERABILITY

If any term or provision of these Terms and Conditions is held invalid, illegal or unenforceable for any reason by any court of competent jurisdiction such provision shall be severed and the remainder of the provisions hereof shall continue in full force and effect as if these Terms and Conditions had been agreed with the invalid, illegal or unenforceable provision eliminated.

16 GOVERNING LAW AND JURISDICTION

This Agreement shall be governed by and construed in accordance with the law of England and the parties hereby submit to the exclusive jurisdiction of the English courts.

17 DIVISIBILITY

Where delivery is to be made by instalments, each delivery shall be deemed for such purpose to be the subject of a separate contract and any failure whatsoever by the seller in respect of any one delivery shall not entitle the buyer to repudiate the contract or any instalments remaining to be delivered thereunder.