Terms of Business
Below we set out the terms and conditions under which orders placed by any method (written/fax/internet) are accepted by Colour Palette.
Colour Palette contracts for the supply of goods and/or services only subject to these terms and conditions, and all terms and conditions in the customer's order or enquiries inconsistent therewith shall be of no effect.
The terms and conditions herein shall constitute the entire agreement between Colour Palette and any modification to these conditions will be binding only if it is evidenced in writing and signed by a director of the company and such evidence contains specific reference to those conditions being modified.
The following words and phrases have special meanings in these terms:
"Colour Palette", "The Company", "We", "Us" or "Our" refers to Colour Palette, and may include any other person or company acting as an authorised representative, lawful agent of Colour Palette, a supplier, service provider, whether contractual or third party. Where rights of ownership or license, patent and reservations is concerned, it belongs to Solely to Colour Palette.
"Customer", "You" or "Your" refers to the person, business or company from whom orders for work are received and with whom Colour Palette enters into a lawfully binding contract;
"Your Supplier", "Your Provider", "Your Contact" refers to any persons, bodies or companies you wish for us to liaise with for completion of work.
"A Periodical" is a publication that is issued in a series (usually on a regular basis), such as a monthly or quarterly magazine, or a sports programme;
"Suitable for the purpose intended" shall include ensuring that a file is of the correct format, correctly supplied and the correct type for its intended use. For example, colour bitmap images must be supplied as "CMYK tiffs"; therefore "RGB tiffs" or "jpeg" files are not "suitable for the purpose intended".
"Service", "Services", “Project”, “Assignment” or "Work" refer to any products, solutions, services offered or provided by “Colour Palette”.
“Credit” refers to and does not exceed an agreed discount based on a part-value of your order. This credit allowance must be used within a period of three months.
These conditions and all other express terms of the contract shall be governed and construed in accordance with the laws of England.
Price and Estimates
- Provide you with an estimate of the price to be charged for a particular order if you request one before an order is placed;
- Not accept an order to be legally binding on COLOUR PALETTE unless and until it has been accepted officially by COLOUR PALETTE;
- Provide such estimates based on our current costs of production;
- Try to ensure that an estimate is valid for 14 days, although we may amend any estimate if it is necessary to do so.
It is your sole responsibility to:
- Request an estimate before placing an order;
- Confirm any price before placing an order and to eliminate any doubts you may have over the accuracy of any price before placing an order (including prices printed in any literature or published electronically);
- However, if a price has not been expressly agreed at or before the time an order is placed we shall charge you in accordance with our normal pricing structure and you shall not subsequently dispute the price charged;
- Estimates that we supply are not offers to enter into legally binding contracts, but are merely indications of the price that we charge to undertake a particular type of work;
- Our prices printed, quoted and online, set out in detail the framework of the supplier- customer relationship to which we are committed. Our standard hourly rate is £99.00 per hour per staff; our standard labour / service charge in excess of our agreed assignment or time frame or is £99 per hour per staff. It is your sole responsibility to agree such lower hourly or daily rates prior to your order(s). This refers to 'additional services' in our 'Service Agreement'.
Payment for accepted orders must be in the currency agreed on the order confirmation or other written communication sent to the customer from ourselves detailing the order - fax/written/email. Without this written notification pounds sterling must be assumed.
All estimates given and orders accepted will be on a basis that excludes Value Added Tax (VAT) or any other taxes, duties or royalties etc. If any such tax, duty or royalty becomes payable on the sales price (whether or not included in the quote, order or invoice), we shall have the right to charge that amount.
There are three types of accounts:
- All goods shall be paid for at the time of order;
- Charges of additional work carried out will be prompted on completion of service;
- Payments must then be made within a period of 14 days;
- No goods shall be dispatched or made available for collection until balance is cleared;
- If printed material, hardware or outsourced service provision was ordered, then payments shall be cleared in full before commencing further;
- Invoices will be sent out at the time of, or after materials are ready for customer.
Credit Instalment Account
- Includes the requirement of a deposit and payments in instalments, clearing all outstanding balances on completion, and before collection or delivery of any goods;
- A minimum of 50% deposit at the time of order;
- 25% on proof / preview / review;
- Remaining 25% and any additional charges to be cleared in full on completion. This payment must be made within a period of 14 days;
- No goods shall be dispatched or made available for collection until balance is cleared;
- If printed material, hardware or outsourced service provision was ordered, then payments shall be cleared in full before commencing further;
- Invoices will be sent out at the time of, or after materials are ready for customer.
- Bespoke Arrangements maybe available under exceptional circumstances. Such arrangements must be clearly noted in your contract.
Credit Invoice Account
- Invoices to be cleared within an agreed time after completion of work.
- Applicants applying for a credit account may be subject to a credit check, provision of ID and permission for obtaining references.
- There may be a credit limit applied to your account. If you exceed a limit, we reserve the right to withhold orders until payments are settled.
- In addition to our regular product and services, you may apply for subscription accounts;
- Upon accepting a subscription product / services you agree to make regular payments and are tied to a minimum term contract, formed by or outlined in the schedule of payments;
- In the event of misconduct or payment failure, an admin charge of £50 will be payable, services may be suspended or terminated without notice, and full balance outstanding may become due immediately.
Acceptance of Orders
Acceptance of the customer’s order takes place when an order confirmation - email / fax / written is despatched to the customer, or preliminary work is undertaken on the customers instructions.
We reserve the right to decline an order without reason.
Simple jobs for general and promotional printing can include illustrations or notes of your requests or requirements, sometimes noted in customer notes.
Illegal or Unlawful Matter
We shall not be required to print or design any matter which in our opinion is or may be of an illegal or libellous nature or any infringement of the proprietary or other rights of any third party.
We shall be indemnified by the customer in respect of any claims costs and expenses arising out of any libellous matter or any infringement of copyright, patent, design of or any other proprietary or personal rights contained in any material printed for the customer. The indemnity shall extend to any amounts paid on a lawyer's/solicitor's advice and any administration in settlement of any claim.
Assignment or Provision of Service
Colour Palette reserves the right to assign other designers/consultants or subcontractors to any work to ensure quality and or on-time completion.
All work carried out, whether experimentally or otherwise, at customer's request shall be charged. You may request that we carry out some form of preliminary work before agreeing to place a firm order. All work carried out at your request, whether experimentally or otherwise, shall be charged at our standard rates. Such work is chargeable whether or not a prior estimate of the price of such work was given to you.
If we have agreed in writing to print a periodical publication:
- We shall produce that periodical for an agreed minimum (or fixed) period;
- Neither party shall be able to give notice to terminate the contract during that minimum or fixed period;
- After the minimum or fixed period either party shall be able to terminate the contract by giving the required written notice.
Notice required to terminate the contract shall be one month in the case of periodicals published monthly or more frequently, or three months (or at least one issue) in all other cases. If there are any sums due or payable by you to the Company which remain unpaid and overdue or if you have exceeded a credit limit applied to your account and that credit limit has been notified to you:
- We may terminate or suspend the execution of any contract for the printing of periodicals by giving you written notice until such time as you pay all sums outstanding;
- You shall not be permitted to have the periodical printed elsewhere without our written consent;
- You shall compensate us for all losses, costs and loss of revenue that arise as a result of the contract being suspended or terminated by us;
- You may not give notice to terminate the contract
Cancellation of Orders
If you cancel an order after we have commenced work on it, you shall be charged the full order value or such lower amount as we may (in our sole discretion) determine.
Supply of Design and Other Work
You must ensure that:
- Copy or artwork supplied to us in "camera-ready" or final format is clear, legible, suitable for its intended purpose and in accordance with any specification that we may have published or notified to you;
- Computer files supplied to us to be used in the production of work and/or printed work are suitable for the purpose for which they are intended, and that you "pre-flight" and thoroughly check those files to ensure their suitability. Your lack of knowledge of file types and file formats etc is not sufficient reason for supplying computer files which are not suitable for the purpose intended;
- Any disks or files supplied are free from computer viruses and you shall 'virus check' all files before their supply to us. This applies whether the files are supplied on computer disk, tape, by direct data transfer (such as by ISDN link) or via the internet;
- We may charge you for any additional work which we deem necessary where copy, artwork or files are not suitable for the purpose intended, whether supplied to us directly by you or by a third-party on your behalf.
You will indemnify us against:
- The cost of any loss of, damage to, and restoration of any of our data or computer systems caused by a virus, together with the costs of removing such virus(es);
- Any claims, costs and expenses arising from the infection with such a virus, including any amounts paid on a lawyer or solicitor's advice and administration in the settlement of any claim (including with a third party to whom a virus may have spread).
We may reject any paper, plates, data, media or other materials supplied or specified by the customer which appear to us to be unsuitable. Additional cost incurred if materials are found to be unsuitable during production may be charged.
Responsibility will not be accepted for imperfect work caused by defects in or unsuitability of materials and files so supplied or specified.
Quantities of materials supplied shall be adequate to cover normal spoilage.
Proofs, Previews, Reviews and Feedbacks
Proofs of all work may be submitted for customer's approval and we shall incur no liability for any errors not corrected and communicated by the customer in proofs so submitted. Customer's alterations and additional proofs necessitated thereby shall be charged extra.
You are responsible for:
- Clearly, concisely, specifically and adequately conveying your requirements to us;
- Ensuring that any originated artwork is suitable and adequate for your needs and purposes;
- Thoroughly, properly and completely checking any proof for errors or omissions;
- Clearly marking any necessary amendments on a proof;
- Providing a proof if you supply us with softcopies of artwork for print. Proofs, previews and reviews sent out from your original artwork is chargeable;
- Giving us your complete and absolute approval of a proof/preview/review in a written form that has been approved by us, and giving us authority to proceed to print or produce the completed work;
- At your sole discretion you may waive the right to receive a proof, but if you do so we shall incur no liability whatsoever for any errors not corrected prior to printing.
Additional Services / Alterations
After we have submitted a proof, preview or review we may charge extra if you make significant alterations (other than basic corrections) or changes to the original concept design or content, and these changes necessitate additional work by us; 'you change the style, type, layout or service where you had previously left it to our judgement and discretion.
For design, development, marketing and other services, a consultation / meeting will reveal the illustration or notes for your specification; if after we have satisfactorily made all changes and amendments for the final work or material, you wish to make amendments, it will become chargeable.
Designs are usually archived on CD-ROM so enabling us to reprint, amend or extract data from previous orders. Retrieval and amendment of such work is a chargeable service. We make no guarantee that files will be archived.
Every effort will be made to obtain the best possible colour reproduction on customer's work but because of the nature of the processes involved. However, we will not be required to guarantee an exact match in colour or texture between the customer's photograph or transparency, monitor display - local or over the internet, colour proof and the printed article, including any previously printed material.
- Ensure that colour photograph(s), artwork or transparency(ies) etc. that are submitted are suitable for the work in hand as we cannot accept any liability for unsatisfactory results caused by unsuitable or inferior photographic originals, or materials supplied no suitable for the purpose intended;
- Order a lithographic colour proof, in writing, when placing an order of a specific standard;
- Inform us in writing if you wish to check the colour reproduction prior to printing, but this will be charged as an extra.
Recording / Monitoring
Phone Calls (incoming and outgoing)/interviews/meetings/consultations with or by Colour Palette may be recorded or monitored for quality and security purposes, in the interest of safeguarding all parties involved.
Unless otherwise specifically requested and confirmed in writing, all designs will carry our company imprint which will be positioned at our discretion.
We shall not append our imprint to any work if you have supplied that work in its final form and suitable for the purpose intended. If we undertake artwork or origination work for you, we may append our imprint to any work such that it shall be inconspicuous in nature, unless you specifically request otherwise.
If any work is required by law to carry the imprint of the printer or service provider it shall be for you to make sure that any regulations or requirements are properly and fully met. You shall indemnity us for any failure to notify us of this obligation.
Colour Palette disclaims to the maximum extent permitted by law all representations, warranties (express or implied) regarding products, services, quantities, pricing, graphics, software, information, published on our web site, in our price guides or in any other form or location. Data is constantly updated and therefore is not necessarily accurate, current or complete.
Provision of the products, services, software, information, is on an "as is" basis. In particular Colour Palette disclaims without limitation, warranties of merchantability, fitness for purpose, non-infringement.
For orders made on a 'Guaranteed turnaround' - Should we fail to fulfil your order within the agreed schedule, a discount will be awarded. The customer will still be obliged to pay in full for the order, including any premium but will receive a discount in the form of a 'credit' (to be used within 3 months).
These services rely on the customer not delaying the progression of the order in any way, e.g. not returning proofs on time, not responding to reviews or information requests promptly, or failing to make payment. In such circumstances Colour Palette will still apply surcharges, but will not be bound by any guarantee. We entrust delivery of your goods to third party carriers, whose services we select on the basis of value for money. If your goods do not arrive on time this is a regrettable but not usual event for which we will not be held liable.
Delivery or Collection of Goods
If we are required to deliver goods we shall:
- Despatch the goods within a reasonable time after the work is completed;
- Reasonably ensure that the carrier, the method of carriage and how the goods are prepared or packaged for carriage are suitable such that the goods shall not be lost or damaged in normal transit;
- Label the goods in such a manner so that the carrier can be reasonably expected to deliver the goods to the intended address(es).
If we are required to deliver goods you shall:
- Accept delivery of goods when tendered;
- Be charged for that delivery unless the price agreed for the work includes delivery charges, although you shall always be charged extra for expedited delivery;
- Ensure that the goods are adequately insured during transit, although if you so desire we will arrange such insurance with the carrier on your behalf but in doing so we will be deemed to be acting as your agent;
For the purposes of the Sale of Goods Act:
- Carriage arranged by us shall be on your behalf and delivery to you is deemed to have been made (for the purposes of the Act) when we give the goods to a carrier;
- The place of delivery shall be our premises at which the finished goods are made ready for collection or despatch.
- If we are not required to deliver goods, you shall collect the goods from our premises upon notification that they are complete.
- In some cases, it may be necessary for us to make the goods available for collection or delivery in instalments, and you shall accept the goods in such instalments when tendered.
Liability arising from delay:
We shall not be liable for any loss (whether actual or consequential) arising from delay in the performance of any order or of finished goods in transit. Time shall not be the essence of any order notwithstanding any action by us that purports to guarantee a delivery or collection time or date.
If the purchaser shall be in breach:
- Of any of their obligations under the contract COLOUR PALETTE may (without prejudice to COLOUR PALETTE's rights, subsequently to determine the contract for the same cause should it so decide) suspend further deliveries of goods without notice until any defaults by the purchaser are remedied.
- Any times or dates given for completion or delivery of goods shall be binding on COLOUR PALETTE, insofar as COLOUR PALETTE any goods not supplied on time, will entitle you to a 'credit'. Such liability shall not extend to delays beyond the control of COLOUR PALETTE including, without prejudice to the generality of the foregoing defects in files or omissions of information delays in approval of work and non-performance of carriers.
By their nature, goods do not have a redeemable value and no refunds or credits for goods correctly supplied will be entertained.
- Pay all amounts by the date they become due;
- Not exceed any credit limit that we may apply to your account from time to time;
- Make regular progress or stage payments on any order that takes longer than 28 days to complete;
- Allow for clearance of cheques before commencing tasks on a cash account.
At our sole discretion, we may insist that you:
- Pay a deposit or the full amount when the order is placed or at some time before the goods are delivered or collected;
- Make a payment to ensure that you do not exceed any credit limit that may be applied to your account (which shall include orders placed but not yet invoiced).
- Indemnify us for the costs involved in pursuing any legal or debt recovery actions against you (including taking the advice of a solicitor or barrister and time spent and costs incurred by our employees and/or directors in preparing and pursuing that legal action) to recover monies owed by you or from any third party who has given a guarantee or indemnity against any amounts owed by you. You also agree that any legal proceedings shall be dealt with by an appropriate Court of Law whose geographical location shall be of our choosing.
- Notify you from time to time of any changes to the dates by which amounts will become due, although any change will not apply to amounts already outstanding.
- Add a finance charge, for invoices not settled within the agreed credit terms. We reserve the right to charge interest on the overdue debt at a simple interest rate of 30% per annum and calculated on a daily basis from the date of despatch of the goods or the date on which the goods are made available for collection. An administration fee and all legal costs to cover the debt recovery will also be charged to the total value. However, if we do so we shall offer a cash discount of an equal amount to the finance charge if you pay the invoice by its die date.
- Should work be suspended at the request of or delayed through any default of the customer for a period of 30 days we shall then be entitled to payment for work already carried out (at our standard rates), materials specially ordered and any other additional costs including storage.
Delivery of work shall be accepted when tendered and thereupon or, if earlier, on notification that the work has been completed the ownership shall pass and payment shall become due.
Unless otherwise specified (for delivery of materials) the price quoted (if marked for delivery) is for delivery to the customer's address as set out in the order. A charge may be made to cover any extra costs involved for delivery to a different address.
Should expedited delivery be agreed, extra may be charged to cover any overtime or any other additional costs involved.
Client agrees to reimburse Colour Palette for any of the following expenses necessary in completion of work: (eg. fonts, messengers, proofs, research, shipping, software, stock photography, travel) but with prior notice where these charges may be applicable.
If the customer ceases to pay his debts in the ordinary course of business or cannot pay his debts as they become due or being a company is deemed to be unable to pay its debts or has a winding-up petition issued against it or being a person commits an act of bankruptcy or has a bankruptcy petition issued against him, we without prejudice to other remedies shall:
- Have the right not to proceed further with the contract or any other work for the customer and be entitled to charge for work already carried out (whether completed or not) and materials purchased for the customer, such charge to be an immediate debt due to us, and;
- In respect of all unpaid debts due from the customer we have a general lien on all goods and property of his in our possession (whether work on or not) and shall be entitled on the expiration of 14 days notice to dispose of such goods or property in such manner and at such price as we think fit and to apply the proceeds towards such debts;
- In the case of the catering trade, the maximum force of our terms will be used, and the customer, whether a sole trader or a limited company and now bankrupt, agrees to act as a personal guarantor, allowing enforcement and collection of personal assets, and if deemed necessary provide access to any premises we feel necessary to make arrangements for recovery of debts.
Reservation of Title
Title on any goods supplied shall only pass to you when paid for in full, taking into account any interest relating to late payment.
Until title to the goods passes you shall:
- Keep the goods secure, in good condition and adequately insured;
- Not use the goods supplied to form part of, or be used in the manufacture of, any other product not specified by us in writing;
- Keep the goods separately in such a way that they may be identified or retrieved.
If you subsequently sell the goods:
- You will be acting as our agent subject to these Terms and Conditions;
- We shall have a lien over the money(s) resulting from such sale;
- You shall indemnity us from any costs or expenses arising from the sale, and we shall in no way whatsoever bear any liability from the sale.
VARIATIONS IN QUALITY AND QUANTITY
Every endeavour will be made to deliver the correct quantity ordered, but estimates are conditional upon margins for upto 10 per cent for work being allowed for overs or shortage. Quality can vary from time to time, especially where large quantities are concerned.
- Make every endeavour to deliver the correct quantity ordered by you, although because of the processes involved we may sometimes be unable to supply the exact number of copies of any item requested;
- If we are Unable to supply the correct quantity ordered by you, with allowance of a 10% fluctuation, we shall award you with a 'credit'.
Any solutions we provide that may be in conjunction with partnership programs or lawful agencies shall continue to provide the best possible service. However, in the unlikely event of service failure, delays or poor level of service, we will not be held liable for it. In accordance with the Sale of Goods Act we must supply goods which are of a "satisfactory quality". This is defined by the Act as being a "standard, that a reasonable person would regard as satisfactory, taking account of the description of the goods, the price (if relevant) and all the other relating circumstances...the quality of goods includes their state and condition and the...fitness for all the purposes for which goods of the kind in question are commonly supplied [their] appearance and finish...."
- Make sure that the work produced by us in general is of a standard which is acceptable to you before you enter into any contract with us;
- Ask to be given samples of similar work produced by us and materials used to help you assure yourself of the standard of our work;
- Not reject any work because, in your opinion or in the opinion of another third party, the standard of our work produced may not be similar to that of any other particular manufacturer or printer;
- Not reject goods in cases where you have supplied copy, artwork or computer files which were not "suitable for the purpose intended" and where we did not realise that those files were not suitable before the printing or production of the goods or material;
- Be entitled to reject any work that is clearly a defect, sub-standard and which does not comply with the requirements of the Sale of Goods Act as regards the description and the quality or fitness of those goods, although you shall not reject goods in any instance where the goods are not of a "satisfactory quality", when that failure is so slight that it is not reasonable to reject them.
The use by you of any of the goods or work supplied, or any part of those goods, work or material, shall constitute your full acceptance of the goods or work. You may not then reject those goods at a later date, and any earlier rejection shall be deemed to have been withdrawn.
Unless negotiated and agreed in writing, the copyright of Codes, General Artwork, Commissioned Artwork and Illustrations belongs to Colour Palette, except where the whole printed product design is uploaded, transferred to us by the customer or designed by the customer using our web design software - without reference to any standard backgrounds, drag and drop items.
- Exclusively own the copyright in any work produced by us, including the copyright in the way in which a work is presented or designed and in the content material in any work where that content has been created by us;
- Exclusively own all working materials (files, disks, papers, bromides, plates etc) used to create or maintain work which we have undertaken for you;
- License you by written permission only, to use, alter, reproduce or reprint a design or work which we have undertaken for you and for which we own the copyright;
- Be permitted to use a facsimile or copy of your work in any promotional material that is produced with the sole intention of furthering our business. Unless you expressly request otherwise, we may include copies of such work with any promotional material that is distributed to third parties, but we shall not re-sell your work.
We shall not:
- Own the copyright in the content of any material not created by us;
- Own the copyright in any proprietary logos, text, illustrations or photographs supplied to us by yourselves or other third- party copyright holders;
- Be obliged at any time to give our working materials (files, disks, papers, bromides, plates etc), ora copy of them to you;
- Be obliged to maintain copies of artwork or work which we have undertaken for you either in a computerised format or in a hard copy format;
- Be held responsible for any copyright breach for artwork, originals, fonts, and any material that you have provided or directed us to use in producing your work. You must take steps to ensure you have obtained permission or licenses where deemed necessary.
Artwork produced, edited, or held by us can only be released at a charge, and with written permission only. If you need to use suppliers of your own, you hereby:
- Take ownership for any misuse of our files. This includes providing or sending any part of what we supply to any third parties, including yourselves, and in conjunction with any advertising or publicity stunt on behalf of anyone outside Colour Palette;
- Agree that your suppliers (with our permission only) can use such material for the sole purpose we have permitted, and that you will take steps to ensure, with evidence if necessary to prove in written form.
All rights not expressly granted here are reserved to Colour Palette, including but not limited to all rights in sketches, comps, or other preliminary materials or services.
All property supplied by you to us shall, while it is in our possession or is in transit to or from you or your premises, be deemed to be at your risk. This shall include property belonging to a third-party which you have loaned to us. Whilst every care is taken, neither us nor our agents can accept any responsibility or liability for loss or damage to artwork, photographs, transparencies etc. We shall be entitled to make a reasonable charge for the storage of any customer's property left with us before receipt of the order or after notification to the customer of completion of the work.
COLOUR PALETTE shall not be liable for any costs, claims or damage arising out of any act of tort or omission or breach of contract or statutory duty calculated by reference to profits, income production or accruals or loss of such profits, income production or accruals or by reference to accrual of such, claim, damages or expenses on a time basis. Any material collected or delivered: once accepted, whether checked or unchecked, will be treated as satisfactory, unless you return the full order for inspection by Colour Palette.
All claims and queries:
- Regarding the goods supplied (including shortages, errors etc) must be made by you in writing in a form specifically approved by us, and must be submitted to us within three working days of the date of delivery or collection;
- Regarding an invoice must be made by you within ten working days of invoice date, and queries regarding non-delivery must be made by you within five working days of the invoice date;
- Will not normally be entertained unless they are made within these time limits;
- May only be made outside these time limits in instances where it is not possible for you to comply with the notice requirements provided that advice (where required) is given to us and the claim is made as soon as reasonably possible. The inability to check the goods supplied by reason of lack or insufficient manpower or suitably qualified or authorised personnel within your organisation is not a valid reason not to comply with these time limits.
If you have the right to reject any goods:
- You must firstly obtain our written consent and then return those goods in their entirety to us at your expense within 3 days;
- Returning goods without consent shall in no way extinguish or reduce your liability to us for full payment of the goods and for late payment interest;
- We shall not be liable in respect of any claim unless the notification requirements above have been complied with.
Nothing herein shall have the effect of excluding or restricting the liability of COLOUR PALETTE:
- For death or personal injury resulting from its negligence insofar as the same is prohibited by U.K. statute, or;
- Under sections 12,13,14 and 15 of the Sale of Goods Act 1979 to a purchaser who is dealing with a customer (as defined by section 12 of the Unfair Contract Terms Act 1977).
Limitation of Liability
The sole liability of Colour Palette in respect of any defect in, or failure of any goods or services supplied or for any shortage in the quantity of goods delivered or for any loss, injury attributable directly or indirectly thereto (other than in respect of death or personal injury) is limited to i) making good by replacement or ii) repairing defects or failures which under proper use appear therein. b) Without prejudice to the foregoing, Colour Palette shall in no circumstances be liable - i) for any indirect or consequential loss (including without limitation loss of production, loss of profit or liability to third parties) suffered or incurred by the customer. ii) for any loss or damage. We shall not be liable for any loss to the customer arising from delay in transit of their goods.
We shall be under no liability if we shall be unable to carry out any provision of the contract for any reason beyond our control including (without limiting the foregoing) Act of God, legislation, war, fire, flood, drought, failure of power of supply, mechanical breakdown, lock-out, strike or other action taken by employees in contemplation or furtherance of a dispute or owing to any inability to procure materials required for the performance of the contract. During the continuance of such a contingency the customer may by written notice to us elect to terminate the contract and pay for work done and materials used but subject thereto shall otherwise accept delivery when available.