STANDARD TERMS AND CONDITIONS OF SALE

1. Definitions
a. 4fx denotes 4fx Design & Multimedia Limited of Mount House, Bond Avenue, Milton Keynes, MK1 1SF. b. CLIENT denotes the person, firm or company that has placed an order which has been accepted by 4fx. c. DOCUMENT denotes the agreed brief, data, information, materials and the like provided by the Client to 4fx. d. WORK denotes the procedures carried out by 4fx in fulfilling the contract.

2. Contracts
a. The Client acknowledges that in entering into a contract with 4fx it has not been induced by representations made by 4fx, its servants or agents except those included in its current, standard literature or in its quotation relating to the contract. b. The quotation, estimate or tender shall form part of the contract. c. These terms and conditions are to prevail over any terms and conditions in the Client’s order.

3. Prices
a. Quotations are based upon costs at the date of the quotation and, unless otherwise agreed by 4fx, are subject to amendment on or at any time after acceptance to meet any rise in costs. b. The Client will pay in accordance with 4fx’s current rates when personnel and/or equipment have to wait before work on the Client’s Documents can begin because they have not arrived on time.

4. Value Added Tax
Value added tax will be paid by the Client in accordance with legislation current at the date of invoicing.

5. Documents
a. The Client is responsible for the timely provision of complete and accurate information to enable 4fx to carry out the Work. b. If adjustment, amendment or clarification is required for any Documents before 4fx is able to proceed with the Work in accordance with the Client’s instructions, an additional charge will be made. c. 4fx shall not be responsible for the correction of errors in any of the Client’s Documents nor for any loss arising from the Client’s failure to meet the requirements stipulated in the contract.

6. Accuracy of work
While 4fx will try to ensure accuracy, it is solely the Client’s responsibility to satisfy itself that all Work is completely in accordance with their requirements. 4fx shall not be responsible or liable for any loss whatsoever arising directly or indirectly from the failure of the Client to have any error corrected.

7. Proofs and alterations
Wherever appropriate or required, proofs of all Work will be submitted to the Client for approval. Any proofs, printing or other additional work required as a result of the Client’s alterations shall be paid for by the Client at 4fx’s standard rates.

8. Delivery
a. While 4fx will endeavour to make delivery within the time limit agreed, time shall not be of the essence. 4fx gives no warranty in this respect and shall not be liable for any loss or damage to the Client howsoever arising. b. The Client will pay for special deliveries, e.g. by courier, made at their request.

9. Claims
Claims for damage or loss of goods or work in transit, must be made in writing to 4fx and to their carrier within 3 days of the delivery date. Claims for non-delivery and all other matters must be made to 4fx in writing within ten days of the delivery date or fourteen days of the date of 4fx’s invoice, whichever shall be the earlier.

10. Client’s materials
a. 4fx will take reasonable care of materials supplied by the Client; they will be held at the Client’s own risk. b. 4fx shall be entitled to make a reasonable charge for the storage of the Client’s materials held by them for more than 28 days after the earlier of either a notification to the Client of the completion of the Work or of its despatch. c. Materials supplied or specified by the Client may be rejected by 4fx if it considers them to be unsuitable and the Client will pay for all costs incurred by 4fx if materials supplied or specified to it are found to be unsuitable during production. d. 4fx shall not be responsible or liable for any loss or damage for imperfect Work arising from defects in or the unsuitability of any material supplied or specified by the Client. e. The Client shall, at its own cost, obtain and maintain all licenses and permissions to the use of any Document supplied or specified by them.

11. Illegal matter
a. 4fx shall not be required to produce any matter which, in its opinion, is or may be illegal, immoral, libellous or an infringement of the proprietary or other rights of others. b. The Client shall at all times fully indemnify and keep 4fx indemnified against all claims, damages, costs, expenses and the like arising out of any libellous matter, infringement of trade mark, copyright, patent or design, or of any other proprietary or personal rights affected or alleged to be affected by any Work produced for the Client. Such indemnity shall extend to any amounts paid by 4fx on a lawyer’s advice in settlement of any claim whether or not proceedings have been instituted in respect thereof.

12. Sub-contractors
4fx reserves the right, without prior notification to the Client, to sub-contract part or all of the Work.

13. Payment
a. Unless and to the extent that credit facilities have been granted to the Client, the price of the Work shall be paid by the Client either on a proforma invoice before the despatch of the Work or in cash or cleared funds on delivery. b. If Work is suspended or delayed at the request of the Client or by any default of the Client for a period of 14 days, 4fx shall be entitled to be paid the value of the Contract. c. With the exception of advertising space, if payment in full shall not have been received from the Client within 28 days of the date of the invoice, the Client shall also pay interest to 4fx on the amount outstanding from the date of the invoice to the date of the payment at the rate of 3% per month above Natwest base rate for the time being as well after as before any judgement. d. Where advertising space has been booked on behalf of the Client, if payment in full shall not have been received from the Client within 14 days of the date of the invoice, the Client shall also pay interest to 4fx on the amount outstanding from the date of the invoice to the date of the payment at the rate of 3% per month above Natwest base rate for the time being as well after as before any judgement. e. When payment of any invoice is overdue, 4fx may suspend work on the contracts with the Client to which that invoice relates and/or to any other contract then subsisting between them. f. In the event of legal action being taken by 4fx against the Client for breach of its payment obligations, the Client shall be responsible for the payment of all 4fx’s costs and disbursements in that action, including interest in accordance with sub-clause c and d above on a full indemnity basis.

14. Insolvency
If the Client ceases to pay its debts in the ordinary course of business or cannot pay its debts as they become due or, being a company, is deemed to be unable to pay its debts, enters into any arrangement with its creditors, has a receiver or administrator appointed or has a winding up petition issued against it or, being a person, commits an act of bankruptcy, enters into any arrangement with its creditors or has a bankruptcy petition issued against him/her then, without prejudice to any other rights or remedies 4fx may have, it also has:

a. The right to proceed no further with any Work for the Client and be entitled to be paid for the value of all Work carried out (whether completed or not), for all materials including those ordered but not yet delivered and all other costs, including a margin for profit, such charge to be an immediate debt due to it and, a general lien on all goods and property of the Client in its possession (whether worked on or not) and be entitled, at the expiration of 14 days notice in writing, to dispose of such goods and property in such manner and at such a price as it thinks fit and to apply the proceeds towards the payment of any sums due from the Client to it, accounting to the Client for any surplus.

15. Title
4fx retains title to all goods and services sold or supplied together with the copyright in all its Work until payment in full has been received by it in respect of all contracts between the Client and 4fx.

16. Force majeure
4fx shall not be liable if it is unable to carry out any provision of its contract with the Client for any reason beyond its control, including (without limiting the foregoing) Act of God, legislation, war, fire, flood, drought, failure of power or water supply, lockout, strike or any other action by its employees and those of its suppliers or sub-contractors in contemplation or furtherance of a dispute, or its inability to procure the materials or services required for the performance of the contract. In any such event the Client may, by giving written notice to 4fx, elect to terminate the contract and pay for work done and materials used or otherwise to accept delivery when it is available.

17. Law
These conditions and all other terms of the contract expressed or implied shall be governed and construed in accordance with the laws of England.