Introduction

1.1 These terms and conditions (“the Terms”) govern every contract made between Picture (“Picture (UK) Ltd”) for the supply of goods and services by Picture ( UK ) Ltd to any person, firm or company (“the Client”).

1.2 The Terms prevail over any written Terms and conditions of the Client.

1.3Any variation to the Terms must be agreed in writing by a Director of Picture (UK) Ltd.

 1.4 All contracts between Picture (UK) Ltd and the Client will be governed by English Law and the parties agree to submit to the exclusive jurisdiction of the English Courts.

Price & Payment

2.1 The Client will pay the price set out in Picture (UK) Ltd’s current price list, which Picture (UK) Ltd can change at any time,

2.2 Cash Clients

2.2.1 If the Client does not have an account with Picture (UK) Ltd, a deposit (usually 50%) must be paid when an order is placed, and the balance must be paid on collection (or prior to delivery, where applicable) of the completed job. Payment may be made by cash, cheque, credit or debit card.

2.2.2 No finished goods may be removed from Picture (UK) Ltd’s premises before full payment has been received. Picture (UK) Ltd reserve the right not to release goods until the funds have cleared where payment is made either by a business cheque or where the sum exceeds the cheque guarantee card limit.

2.2.3 Deposits are non-refundable once Picture (UK) Ltd has started work on a particular order, including the ordering from our suppliers of the materials specified. Deposits will only be refunded if the Client cancels the order before Picture (UK) Ltd has begun the work, or where the specified materials are not obtainable (either discontinued or out of stock).

2.2.4 Picture (UK) Ltd is able to accept payment for cash jobs by taking credit card details over the telephone. When telephone credit card payment takes place, due to the requirements of the credit card companies, the work may not be collected by the Client but will be delivered to the Client by Picture (UK) Ltd. Delivery will be by ourselves or our own sub contractors, delivery costs are chargeable, as outlined in points 6.1 to 6.6.

2.3 Account Clients

2.3.1 Picture (UK) Ltd reserves the right not to provide credit facilities without disclosing a reason. Clients should be aware that account applications will be credit checked.

2.3.2 If the Client has an account with Picture (UK) Ltd, the Client will pay invoices within 30 days of the date of the invoice.

2.3.3 Settlement of an account by credit card will incur a surcharge of 2%.

2.3.4 In the event of default, Picture (UK) Ltd reserves the right to withdraw credit on any current charges without prior notice. The Client is advised that goods remain the property of Picture (UK) Ltd until paid for in full.

2.4 Picture (UK)  Ltd reserves the right to charge the Client interest on overdue balances at a rate of 3% per annum above the base rate of HSBC Plc from the date of the invoice or other debit transaction, to the date of payment.

2.5 The Client will pay to Picture (UK) Ltd any expenses incurred by Picture (UK)Ltd in connection with the recovery of monies outstanding (including legal costs on an indemnity basis).

Order

3.1 Orders must be given in writing and signed by a person authorised to do so by the Client.

3.2 If, not withstanding clause 3.1, Picture (UK) Ltd accepts a verbal order from the Client then Picture (UK) Ltd will not be responsible for any mistakes (made by either party) arising from the verbal order.

3.3 Unless Picture (UK) Ltd is given prior written notice by the Client, the person placing the order on behalf of the Client will be deemed to be authorised to do so.

3.4 On acceptance of a written order, the Client accepts full responsibility for the exact specifications given in that order (including dimensions, moulding, mount type, colour and dimensions, type of drymounting, type of glazing, special instructions and pricing). These specifications are binding and Picture (UK) Ltd can accept no liability for alleged misunderstandings. Any subsequent changes requested by the client will be undertaken as a new order and neither included in nor deductible from the price of the original order.

3.5 Where the specified materials are not available from our suppliers as either discontinued or out of stock, Picture(UK) Ltd will advise the Client by telephone as soon as possible. The Client may then either alter their specifications or cancel the order. Where the Client requests Picture (UK) Ltd to use their discretion in selecting any alternative material in the Client’s absence, the Client accepts full responsibility for the alternative used.

Quotations

4.1 All quotations given by Picture (UK) Ltd will be valid for 30 days from the date of the quotation.

4.2 If the Client’s order differs from the specification on which the quotation was based, then Picture (UK) Ltd reserves the right to vary the quotation (including the price).

Service times and opening times

5.1 Service times which are quoted (usually 7-14 days) are target times only and Picture (UK) Ltd reserves the right to vary service times and accepts no liability for failure to comply with quoted service times.

5.2 If the Client requires work for a deadline, this deadline must be specified in writing at the time of placing the order. Picture (UK) Ltd will only agree to this deadline once the availability of materials has been confirmed.

5.3 Picture (UK) Ltd reserves the right to change opening times.

Deliveries

6.1 The courier service used by Picture (UK) is available to customers between 10.00am and 6.00pm Monday to Friday (excluding Bank Holidays) within Picture (UK) Ltd’s normal delivery area. Details of this courier service (including charges and delivery area) are available on request.

6.2 Journeys made outside the hours and area set out in clause 6.1. will be priced at the available courier’s commercial rates.

6.3 The Client must sign for delivered goods, or Picture (UK) Ltd will not be held responsible for any losses arising from the delivery.

6.4 Picture (UK) Ltd will not be held responsible for any shortages or defects in delivered goods if not reported within 3 working days of the delivery.

6.5 Picture (UK) Ltd will not be liable for any damage caused to goods in transit where the Client has arranged collection by a courier service of their own choice.

6.6 Whilst Picture (UK) Ltd will make every effort to collect and deliver as quickly as possible, it will not be liable for any losses arising from delays in delivery or collection.

Hand-finished frames

7.1 Whilst Picture (UK) Ltd will make every effort to match a customer’s colour sample for a painted frame, please note that some colours may not accurately reproduce and that an exact match is not guaranteed..

7.2 Moulding manufacturers sometimes vary the finish on hand-finished lengths. Picture (UK) Ltd cannot be held responsible for variations from the sample chevron used for reference at the time of ordering.

7.3 Whilst Picture (UK) Ltd will make every effort to match a colour sample for a hand-stained wood frame, the Client accepts that the wood-stain colour samples on display are for guidance only and exact matches cannot be guaranteed. The final colour achieved will depend on the natural grain, density and colour of each type of wood (ash, oak, beech, maple etc) and of each individual length of that wood.

7.4 The Client accepts that the exact grain and colour of a wood frame will by necessity vary with each individual length of wood moulding. Exact matches cannot be guaranteed.

Window mounts

8.1 Where the artwork or image area is found to be asymmetrical, Picture (UK) Ltd will reserve the right to adjust the specified mount widths as necessary to display the artwork to its best advantage.

Artwork storage

9.1 Clients’ artwork held at Picture (UK) Ltd pending a framing order will be held for up to 3 months. Picture (UK) Ltd reserve the right to dispose of any artwork not collected within this time limit.

Uncollected goods

10.1 Finished goods which have been paid for in part or in full will be held for 3 months from completion of the work undertaken by Picture (UK) Ltd. Any finished goods not collected by the Client within 3 months of completion will be disposed of or destroyed. Partial or full payments made for completed work are non-refundable (see 2.23) and the Client remains liable for any outstanding balance payable for completed work.

Copyright and moral rights

11.1 Picture (UK) Ltd will claim no copyright in material submitted to Picture (UK)Ltd by virtue of work undertaken by Picture (UK) Ltd on behalf of the Client.

11.2 The Client warrants that the Client owns or controls all rights or has obtained all copyright, moral rights and similar permissions, consents and waivers as are now or hereafter required for all copying, processing and manipulation to be undertaken and the Client hereby irrevocably authorises Picture (UK) Ltd or its subcontractors to do all such copying, processing or manipulation as is necessary in performing or ancillary to the services requested by the Client.

11.3 The Client further warrants that no copyright or moral rights or any other rights of a similar nature now existent or hereafter created will be infringed, by virtue of anything done by, on behalf of or at the request of the Client or at Picture (UK) Ltd’s premises or on materials or goods sold, supplied or hired by Picture (UK) Ltd to the Client, or access to which is provided by Picture (UK) Ltd to the Client or to any party at the direction or request of the Client.

11.4 The Client agrees to indemnify Picture (UK) Ltd against all losses, damages, claims or expenses (including legal costs on an indemnity basis) which Picture (UK) Ltd may reasonably incur by virtue of any breach of the above warranties or in the event of any claim (whether or not proceedings are issued) by any party against Picture (UK)Ltd or its employees (whether permanent or temporary) that any copyright or moral rights or any similar rights have been infringed by Picture (UK) Ltd or its employees or that Picture (UK) Ltd have induced, encouraged, authorised or otherwise been associated with such infringement by virtue of anything done by, on behalf of or at the request of the Client.

11.5 The Client warrants that all artwork deposited with Picture (UK)Ltd for framing does not contain any material which is defamatory, blasphemous or obscene.

Liability

12.1 The Client must notify Picture (UK) Ltd in writing of any claim concerning any invoice of Picture (UK)Ltd’s within 30 days of the date of the invoice. Picture (UK) Ltd will not be liable in respect of any claim notified after such time. Similarly (see 6.4) Picture (UK)Ltd will not be held responsible for any shortages or defects in delivered goods if not reported within 3 working days of the delivery.

12.2 Any artwork, artefacts and/or other materials belonging to the Client or any third party and provided to Picture (UK) Ltd by the Client (for storage, framing or otherwise) (“Client Materials”) shall remain at the Client’s risk at all times and the Client shall be responsible for insuring the same at its own expense.

12.3 Subject to Clause 12.4 Picture (UK) Ltd’s maximum aggregate liability under or in connection with this Agreement, whether in contract, tort (including negligence) or otherwise, shall in no circumstances exceed the fees payable to Picture (UK)Ltd hereunder.

12.4 Nothing in this Agreement shall exclude or in any way limit Picture (UK) Ltd’s liability for fraud, or for death or personal injury caused by its negligence or any other liability to the extent the same may not be excluded or limited as a matter of law.

12.5 Subject to Clause 12.4, Picture (UK) Ltd shall not be liable under this Agreement for any loss of income or profits, loss of contracts or for any indirect or consequential loss or damage of any kind howsoever arising and whether caused by tort (including negligence), breach of contract or otherwise.

12.6 This Agreement sets forth the full extent of Picture (UK) Ltd’s obligations and liabilities in respect of this Agreement. In particular, there are no conditions, warranties, representations or other terms, express or implied, that are binding on Picture (UK) Ltd except as specifically stated in this Agreement, Any condition, warranty representation or other term concerning Picture (UK) Ltd’s performance of its obligations hereunder which might otherwise be implied into or incorporated in this Agreement whether by statute, common law or otherwise, is hereby excluded.

12.7 Picture (UK) Ltd will not be liable for any failure to perform any contract between Picture (UK) Ltd and the Client which is due to any circumstances beyond Picture (UK)Ltd’s control including (but not limited to):-

12.7.1 inability to secure labour, materials, supplies or transport; or

12.7.2 scarcity of fuel, power or components; or

12.7.3 machine breakdown, fire, storm, flood, act of God, war, civil disturbance, strikes, lock-outs or industrial action (of any form).

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