Terms of sale
General Terms and Conditions of Sale
1 – SCOPE
1.1 Our General Terms and Conditions of Sale form the sole basis of all commercial negotiations. They include these Terms and Conditions of Sale, which govern relations between Graham Elliott Photography (“our Company”) and its business customers (“the Customer”). The Customer expressly acknowledges that it is familiar with our Terms and Conditions of Sale available on our website: www.ge.photography.
1.2 A customer account can be opened only with the agreement of our Company’s sales department.
1.3 Unless special terms and conditions are expressly accepted by our Company, our Terms and Conditions of Sale apply to all sales entered into with our Company. By placing an order, the Customer agrees to comply fully and unreservedly with our Terms and Conditions of Sale.
1.4 No failure by the Customer to enforce any provision of these terms and conditions at any given time will operate as a waiver of the right to do so subsequently.
2 – ORDERS / OFFERS
2.1 By order is meant any written or electronic document issued by the Customer and containing the following information:
– product name and/or reference
– quantity
– price.
2.2 Our Company will not be liable for any penalty arising from errors or anomalies in the Customer’s order, from information not sent or incomplete at the time of the order or from late placement of orders.
An order may be deemed to have been accepted if the products ordered are shipped.
2.3 We reserve the right to refuse orders if the Customer breaches any of its obligations or to refuse any order that is unusual or where the Customer does not furnish the guarantees requested.
2.4 The quantity or quality of an order cannot be changed after our Company has confirmed the order unless a special agreement is signed by the parties. Any order amendment which is accepted while the order is being fulfilled will cause the delivery periods to be extended.
2.5 Any special terms and conditions indicated at the time of placing an order will be binding on us for that order only.
2.6 Information in our catalogues is given for illustrative purposes only and may change without notice. Product photos have no contractual value. The same applies to samples delivered by our Company and/or our sales agents, which cannot serve as reference in relation to the characteristics and quality of our products.
3 – PRODUCTS FOR DELIVERY
3.1 Product dimensions, weights, colours and shades are subject to inevitable variations and therefore benefit from the usual tolerances. Product information is given for illustrative purposes only and we cannot give any formal guarantee as to the same. Therefore, no complaints will be accepted in relation to products once they have been used.
4 – DELIVERY TERMS
4.1 Delivery can take any of the following forms: direct handover of the product to the Customer; delivery to a consignor or carrier; or simple notice that the product is available for collection from our premises.
4.2 In the latter case, the Customer must take delivery within eight days of receiving notice. Once that period has ended, our Company may, at its discretion, cancel the order but only after instructing the Customer to collect the products within 24 hours and only if the Customer has not done so. In this case, the Customer will automatically owe our Company a sum equivalent to 50% of the order amount. Our Company may, in all cases, apply custody and storage charges. The Customer will assume any risks attached to products that remain uncollected.
4.3 We reserve the right to make complete or partial deliveries.
5 – DELIVERY TIMES
5.1Permanent Products
Our delivery times are stated for guidance only and remain indicative times until the date when our Company makes arrangements regarding delivery.
5.2 Penalties
Our delivery times are, in principle, stated for guidance only.
We will not be liable for any late delivery penalties and we may make complete or partial deliveries.
Even in the case of mandatory delivery times, no goods can be refused or returned on the grounds of late delivery and no penalties can be imposed for late or missing deliveries until our Company has had the opportunity to verify jointly the substance of the complaint and until we have given our prior written consent.
The Customer must comply with these provisions as an essential condition governing the application and acceptance of any penalties. Penalties not raised by the dates indicated above will be rejected for being out of time.
5.3 Deliveries will take place according to production capacity and in the order in which the product orders arrive. However, our Company may warn the buyer about any delay in the indicative lead times given as soon as we learn of any difficulty occurring.
5.4 Delivery can only be made within the agreed delivery times, including those agreed as being mandatory delivery times, if the buyer has fulfilled its obligations towards our Company.
5.5 In the event of force majeure or any event which makes it difficult for our Company to fulfil the order within the agreed time periods, the indicative delivery times will be extended until the event preventing the normal performance of the contract has ended. Our Company may cancel all contracts or orders in progress without owing any compensation if a force majeure event prevents the normal performance of the contract or the normal fulfilment of an order.
The following are considered to be force majeure events: any strike, lock-out, fire, epidemic, flood, bad weather, damage to equipment, riot, war, loss of power, interruption of energy supplies, shortage of raw materials, increase in raw materials, changes to rules and regulations either within our Company or among our suppliers or carriers, late delivery by our suppliers or subcontractors, even if only partial delays, and regardless of the reason for the same.
If a force majeure event continues for more than four weeks, the order may be cancelled upon simple notification and no compensation will be payable to the Customer.
6 – PRICES
6.1 Our prices are stated ex works and according to the price list in force on the day of delivery unless special exemptions apply.
6.2 Specific taxes or duties arising from current regulations are added to the prices stated in the current price list. All specific taxes or duties are excluded from the calculation of any discounts, refunds or year-end rebates and from the calculation of remuneration for any separate or specific services that our Company might owe.
6.3 The product delivery date represents both the invoice issue date and the start point of the due date in the case of payment by instalments.
6.4 An invoice will be issued for each delivery.
7 – SHIPMENTS
7.1 Our Company will decide on the shipping arrangements, which will be determined according to our constraints (transport, handling, safety) and, in particular, according to the type and format of pallets.
7.2 Any specific request made by the Customer in relation to shipping arrangements will require our prior approval and we may charge extra fees to cover the additional services provided.
8 – TRANSPORT
8.1 Our goods and their packaging are always carried at the Customer’s risk, irrespective of the payment method and even where payment is made by bill of exchange, or where carriage is paid.
9 – RECEIPT – COMPLAINTS – RETURN OF GOODS – WARRANTIES
For goods that are found to be defective or non-conforming, our liability is limited either to replacement of the goods on a like-for-like or equivalent basis or to their invoiced value. No goods can be refused or returned on the grounds of non-conformity until our Company has had the opportunity to verify jointly the substance of the complaint, following the procedures and conditions described below, and until we have given our prior written consent. We accept no liability for any indirect damage caused.
9.1 Patent defects, breakages and non-conformity.
9.1.1 The Customer must check conformity with the order at the time of delivery. Without prejudice to the measures to be taken against the carrier, complaints about patent defects, breakages or non-conformity of the delivered products must be sent to us, by recorded delivery letter, within eight days (excluding public holidays) of the products being received or made available. Any complaints lodged after that period will be rejected. A copy of the transport note indicating the reservations expressed must be forwarded to our Company.
9.1.2 Any complaint about missing items which is not recorded at the time of receipt and not mentioned in the reservations on the consignment note will be rejected.
9.1.3 All complaints must be substantiated. The Customer must allow our Company to check that the alleged defects or non-conformities are correct and to remedy the same. The Customer will not undertake this action itself or arrange for a third party to do so.
9.1.4 The Customer is not permitted to return disputed products without our Company’s prior written consent.
9.1.5 Supplies that our Company has acknowledged as being non-conforming must be returned within eight days, excluding public holidays. Products can only be returned if they are in perfect condition and in their original packaging. The Customer assumes the costs and risks of returning products.
If the complaint is justified, our warranty is limited either to the replacement of the disputed products or to the issue of a credit note. Our warranty expressly excludes any damages and any costs or compensation for transport, handling or installation.
9.2 Latent defects
9.2.1 Any complaint about latent defects must be lodged with our departments within eight days (excluding public holidays) of their discovery. Complaints must be sent by recorded delivery letter and accompanied by all supporting documents (packaging reference, production date, invoice, delivery note, photo, etc.). Any complaints lodged after that period will be rejected. Actions in respect of latent defects must be brought within one year.
Our Company warrants that it will repair or replace free of charge (on a like-for-like or equivalent basis or at the invoiced value) any product that presents a latent defect in its material or manufacture. Our warranty expressly excludes any damages and any costs or compensation for transport, handling or installation.
9.2.2 Our warranty excludes any use of products that is abnormal or does not conform to the specifications indicated by our Company (such as in catalogues, product data sheets, instructions, etc.) or does not meet professional standards or does not comply with current laws and regulations. The same applies to faults and damage caused by natural wear and tear, by defective maintenance, by installation not carried out by us or by any other event unrelated to us.
9.3 Qualities specific to certain products
Instructions contained in our price lists and specifications explain the directions for use of our products (substrate preparation, installation, finishing, etc.). We cannot be held liable under any circumstances for problems arising from the use of our products where these are used incorrectly through:
– failure to comply with the directions for use printed on our packaging and/or contained in our specifications.
– use of impaired products (frost, moisture, expiry date printed on packaging has passed, etc.).
– use of products in conditions other than those specified (temperatures, humidity, etc.).
9.4 The Customer is responsible for the presentation of products with a view to their resale to consumers. If our goods are not ready for retail sale, the Customer is also responsible for affixing labels and regulatory information. We cannot be held liable on this account or for the Customer’s failure to fulfil its consumer obligations.
9.5 If the Customer believes that the delivered products may cause harm or damage to consumers or if it has been warned by any person or authority about the existence of such a risk, it is obliged to notify us as follows:
Email: graham@ge.photography
These confirmations must clearly indicate the product references (batch no., date, etc.) ink-jet printed on the packaging or on a label and the reasons prompting the email.
10 – PAYMENT
10.1 Any complaint about an invoice must be sent by email within eight days (excluding public holidays) of the invoice being received. Any complaints lodged after that period will be rejected.
10.2 Invoices are payable immediately. However, payment by instalments is available for some products as indicated on the payment page of the product description.
10.3 The fact that a Customer may have been granted a payment facility does not mean that we are obliged to maintain that facility.
10.4 If a sale requires several deliveries, failure to make payment for any one of these deliveries, including non-acceptance of a draft, may automatically, at our discretion and without the need for formal demand or notification, bring about the immediate cancellation of the sale without prejudice to any other remedy.
10.5 In the event of a payment incident and, more generally, in the event that the Customer’s creditworthiness deteriorates, we may be justified in demanding immediate payment, before we fulfil any orders.
11 – PAYMENT DEFAULT
11.1 Unless a special extension is granted by our Company, any sum that is not paid on its due date or within eight days of the event of default will, without the need for prior notice, be automatically liable for late payment interest calculated on a pro rata basis at three times the legal interest rate, with effect from the due date. Late payment penalties are payable without the need for any reminder. The Customer is also automatically liable for a fixed recovery charge equal to 10% of the amounts remaining outstanding with a €40 minimum in the event of late payment. All legal expenses and debt recovery costs will be borne by the Customer.
11.2 Any protest or return of a bill will be treated as a payment default as will any non-payment of any single instalment in the case of payments by instalments.
11.3 If the Customer fails to perform its essential obligation to make timely payment, such failure will constitute a serious breach and we may, at our discretion, automatically suspend current orders and deliveries.
11.4 Late payment of any single invoice or instalment will automatically cause all sums owed by the Customer to fall due, even if they have given rise to drafts.
11.5 Furthermore, if the Customer fails to pay a sum owed or shows any sign that it is unable to pay its debts as they fall due, our Company may, at its discretion, as of right and without the need for prior notice, cancel the sale, through the fault of the Customer, of all products delivered under any contract and which have not yet been paid for, whether or not payment is due. Provided that they still exist in kind, these products must be returned immediately to our Company. Our Company may invoke this clause at any time as long as an outstanding sum remains payable, and even after firstly pursuing payment, or as long as the Customer is still unable to pay its debts as they fall due.
12– RETENTION OF TITLE
12.1 Our Company retains full title in the products delivered until full payment of the invoiced price has been made. Until that date, products will be regarded as having been placed in the custody of the Customer and the latter will assume the risk of any damage that they may sustain or cause for any reason whatsoever.
12.2 Until full payment is made, products cannot be resold without our prior approval.
12.3 Notwithstanding anything to the contrary in the contract, if the Customer fails to make any of its payment instalments, our Company may, without losing any other rights, choose either to demand, by simple recorded delivery letter, that the products be returned at the Customer’s expense until it has fulfilled all of its commitments or to terminate the contract as of right.
12.4 Payment is understood to mean the actual collection of the price. The remittance of drafts or any other instrument or document creating an obligation to pay does not constitute payment giving rise to a transfer of ownership.
13 – RETURN OF GOODS
Once transfer of ownership has taken place following full payment of the price, our Company will not accept any return of stocks that remain unsold for any reason such as technical obsolescence or where the expiry date has passed.
14 – DURATION – NOTICE
14.1 The purpose of these Terms and Conditions of Sale is to set out the conditions governing commercial relations between our Company and the Customer. They will continue to apply for as long as these commercial relations exist.
15 – GDPR
15.1 Our Company is required to collect data about the Customer, its employees and service providers (where applicable) for the purposes of customer relationship management, bookkeeping, after-sales service, information and marketing. The legal basis for processing is necessity for the performance of a contract or in order to take steps prior to entering into a contract as well as legitimate interest. Our Company undertakes to comply with the applicable legal rules and to ensure that processing is carried out within the European Union or in a country recognised by the European Commission as having an adequate level of protection or to adopt the Commission’s standard contractual clauses in the event of transfer to a third country. To make any request and to exercise the rights recognised by law for data subjects, kindly contact our Company at the following address: graham@ge.photography, attaching proof of your identity.
15.2 Where the Customer discloses to our Company personal data concerning its own end customers, this transfer of data is necessary for order processing, delivery, after-sales service or any other matter connected with the sale of products by our Company to the Customer and the resale of those products to end customers. Within that context, our Company acts, at the Customer’s request, as a data recipient and/or processor within the meaning of GDPR and on its instructions. Our Company will (i) not process data for purposes other than those for which such data was disclosed in its relationship with the Customer, (ii) disclose such data on a need-to-know basis only to individuals within its departments or its services providers such as carriers, (iii) respect data confidentiality and process data with the same level of security as it affords to its own data in order to ensure that individuals’ rights are protected, and (iv) inform the Customer in the event of a security breach.
16 – DISPUTES
16.1 The governing law is Australian law and the parties expressly agree not to apply the Vienna Convention on the International Sale of Goods.
16.2 In the event of a dispute, the parties will attempt to resolve the dispute amicably.
16.3 If the attempt at an amicable solution fails, the appropriate Australian judicial authority will be consulted, and an amicable resolution sought.