2. Basis of Contract
2.1 These Conditions apply to the Contract to the exclusion of any other terms that the Customer seeks to impose or incorporate, or which are implied by trade, custom, practice or course of dealing.
2.2 The Order constitutes an offer by the Customer to purchase the Products and/or Services in accordance with these Conditions. The Customer must ensure that the terms of the Order submitted by the Customer are complete and accurate.
2.3 The Order shall only be deemed to be accepted when Dantex issues a written acceptance of the Order (“Order Acceptance”), at which point the Contract shall come into existence. No Contract will come into existence until an Order Acceptance is issued by Dantex. Once the Order Acceptance has been issued by Dantex no amendments may be made to the Order or the Specification.
2.4 The Contract constitutes the entire agreement between the parties. The Customer acknowledges that it has not relied on any statement, promise or representation made or given by or on behalf of Dantex which is not set out in the Contract.
2.5 Any samples, drawings, descriptive matter, or advertising produced by Dantex and any descriptions or illustrations contained on the Website or in its catalogues or brochures are produced for the sole purpose of giving an approximate idea of the Products described in them. They shall not form part of the Contract nor have any contractual force and this is not sale by sample.
2.6 A quotation for the Products and/or Services given by Dantex shall not constitute an offer. A quotation shall only be valid for a period of 30 days from its date of issue.
2.7 Acceptance of delivery of the Products and/ or provision of the Services will be deemed conclusive evidence of the Customer’s acceptance of these Conditions.
2.8 The terms implied by sections 13 to 15 of the Sale of Products Act 1979 are, to the fullest extent permitted by law, excluded from the Contract.

4. Services
4.1 Dantex shall use reasonable endeavours to provide the Services in accordance with these Conditions in all material respects.
4.2 Dantex shall use reasonable endeavours to meet any performance dates for provision of the Services but these dates shall be estimates only and time for performance of the Services by Dantex shall not be of the essence.
4.3 Dantex recommends that the Customer enters into a service contract with Dantex following expiry of the warranty set out in clause 7.1 to ensure the Products continue to function correctly.

6. Delivery
6.1 Dantex shall use its reasonable endeavours to ensure that:
6.1.1 each delivery of the Products is accompanied by a delivery note which shows the date of the Order, all relevant Customer and Dantex reference numbers, the type and quantity of the Products (including the code number of the Products, where applicable), special storage instructions (if any); and
6.1.2 if Dantex requires the Customer to return any packaging materials, storage boxes or service packs (including Pico service packs) to Dantex, that fact is clearly stated on the delivery note. The Customer shall make any such materials available for collection at such times as Dantex shall reasonably request. Returns of such materials shall be at Dantex’s expense.
6.2 Subject to clause 6.3, Dantex shall deliver the Products to, or ensure the Products are available to be collected from, the location set out in the Order or such other location as the parties may agree (“Delivery Location”) on the date specified by Dantex (the “Delivery Date”). Buyer shall pay delivery or collection costs (as notified by Dantex) in addition to the Price, unless otherwise agreed in the Order.
6.3 Delivery of the Products shall be completed on the Products’ arrival at the Delivery Location unless the Products are collected from Dantex in which case delivery of the Products shall be completed on collection from Dantex. The Customer will provide, at its expense at the Delivery Location, adequate and appropriate equipment and manual labour for off-loading the Products.
6.4 Where the Products are collected from Dantex by the Customer, the Customer shall indemnify Dantex from and against all claims, liabilities, costs proceedings, damages and expenses suffered or incurred by Dantex, including export and import taxes and duties, as a result of the Customer’s delay in collection or failure to collect the Products.
6.5 Any dates quoted for delivery are approximate only, and the time of delivery is not of the essence.
6.6 Subject to clause 12.1, Dantex shall have no liability for any failure to deliver the Products or provide the Services to the extent that such failure is caused by a Force Majeure Event or the Customer’s failure to provide Dantex with adequate delivery instructions or any other instructions that are relevant to the supply of the Products.
6.7 If the Customer fails to take delivery of the Products within 3 (three) Business Days of Dantex notifying the Customer that the Products are ready, then, except where such failure or delay is caused by a Force Majeure Event or Dantex’s failure to comply with its obligations under the Contract:
6.7.1 delivery of the Products shall be deemed to have been completed at 9.00 am on the third Business Day after the day on which Dantex notified the Customer that the Products were ready; and
6.7.2 Dantex shall store the Products until delivery takes place and charge the Customer for all related costs and expenses (including insurance).
6.8 If 10 (ten) Business Days after the day on which Dantex notified the Customer that the Products were ready for delivery the Customer has not taken delivery of them, Dantex may:
6.8.1 store or arrange for storage of the Products until actual delivery or sale in accordance with clause 6.7.2 and charge the Customer for all related costs and expenses (including without limitation, storage and insurance); and/or
6.8.2 following written notice to the Customer, resell or otherwise dispose of part or all of the Products and, after deducting reasonable storage and selling costs, account to the Customer for any excess over the price of the Products or charge the Customer for any shortfall below the price of the Products.
6.9 Dantex may deliver the Products by instalments, which shall be invoiced and paid for separately in accordance with these Conditions. Each instalment shall constitute a separate Contract. Any delay in delivery or defect in an instalment shall not entitle the Customer to cancel any other instalment.
6.10 The Customer shall, at its own cost, ensure there is:
6.10.1 a sufficient and stable electrical supply to the site at which the Products shall be delivered and installed; and
6.10.2 a foundation on which the Products are to be installed that complies with the Specification.

8. Printhead Warranty
8.1 Dantex warrants that all Printheads shall be free from material defects in design, material and workmanship until the Printheads or any part thereof reach End of Life.
8.2 In order for the warranty set out in clause 8.1 to apply:
8.2.1 the Printheads must have at all times been stored, installed, used and maintained by the Customer in accordance with Dantex’s oral or written instructions, including the appropriate user manual or (if there are none), Good Industry Practice;
8.2.2 the Customer must notify Dantex or Dantex’s appointed agent in writing of any claim it wishes to make under the warranty within 10 (ten) calendar days of the occurrence fault, defect or failure under which the claim has arisen and provide the following details:
8.2.2.1 Printhead serial number;
8.2.2.2 equipment serial number;
8.2.2.3 operating time in hours;
8.2.2.4 fault description;
8.2.2.5 serial clock in use;
8.2.2.6 waveform in use;
8.2.2.7 Printhead voltage;
8.2.2.8 physical Printhead position in equipment;
8.2.2.9 a printed sample showing the Printhead fault; and
8.2.3 if requested by Dantex, the Customer shall, at its own cost, return the Printhead or part of the Printhead in respect of which the fault, defect or failure has arisen within 14 (fourteen) calendar days from the date of notification in accordance with clause 8.2.2 and in its original or similar packaging.
8.3 The warranty set out in clause 8.1 shall not apply where:
8.3.1 the Customer makes any further use of such Printheads after giving notice in accordance with clause 8.2.2;
8.3.2 the failure or defect has arisen as a result of:
8.3.2.1 physical damage;
8.3.2.2 impact or collision with the Printhead from substrate or splice;
8.3.2.3 incorrect or poor maintenance of the Printhead;
8.3.2.4 ink system contamination;
8.3.2.5 the wrong ink colour being placed in the Printhead;
8.3.2.6 ink, fluids and other products being used in the Printhead where those ink, fluids and products have not been supplied by Dantex and/or have been used other than in accordance with Dantex’s written instructions and/or are out of date;
8.3.2.7 wilful neglect or negligence or improper use, storage or handling of the Printhead; or
8.3.2.8 an upsurge of electricity or an unstable supply of electricity;
8.3.3 the Customer has undertaken maintenance processes or otherwise modified, adapted or interfered with the Printhead other than in accordance with Dantex’s written instructions;
8.3.4 Dantex’s technical personnel determine that the Printhead is operating in accordance with the Specification;
8.3.5 the Printheads or any part thereof have reached End of Life;
8.3.6 there is a press calibration failure which is unrecoverable as a result of system back-ups not being in place in accordance with the Dantex operator’s manual;
8.3.7 there is a Press Software failure as a result of a virus or other material that is malicious or technologically harmful;
8.3.8 there have been failures on the part of the Customer in relation to pre-press support for the file preparation and additional training;
8.3.9 the humidity and temperature conditions in which the Printhead is located do not comply with the required conditions set out in the Specification;
8.3.10 there are print quality artefacts due to media variation due to using the incorrect media, substrate or creating dust causing an unnatural working environment;
8.3.11 the web cleaning roll has not been changed every 4 (four) hours or as otherwise notified by Dantex in writing; or
8.3.12 there is a blocked or diverted jet as a result of external particulate matter.
8.4 Subject to clause 8.2 and clause 8.3, if Dantex, acting reasonably and in good faith, determines that there has been a breach of the warranty set out in clause 8.1, the Customer’s sole and exclusive remedy shall be replacement of the Printhead.
8.5 If Dantex determines, acting reasonably and in good faith, that the warranty set out in clause 8.1 has not been breached, the Customer shall, at its own cost and risk:
8.5.1 collect the Printhead that it returned to Dantex for inspection (the “Inspected Printheads”); or
8.5.2 request that Dantex delivers the Inspected Printheads to the Customer, in which case Dantex shall be entitled to charge an administration fee.
8.6 If the Customer fails to collect or take delivery of the Inspected Printheads in accordance with clause 8.5 within 60 (sixty) calendar days of Dantex notifying the Customer that the Inspected Printheads are available for collection or delivery (as applicable), Dantex shall be entitled to dispose of the Inspected Printheads at no cost to the Customer.
8.7 Except as provided in this clause 8 and subject to clause 12.1, Dantex shall have no liability to the Customer in respect of the Printheads’ failure to comply with the warranties set out in clause 8.1.

10. Price and Payment
10.1 The price of the Products and/or Services shall be the price set out in the Order Acceptance, or, if no price is quoted, the price set out in Dantex’s published price list in force as at the date of delivery (the “Price”).
10.2 The Price is exclusive of the costs and charges of packaging, insurance and transport of the Products, which shall be invoiced to the Customer unless otherwise agreed in writing.
10.3 The price of the Products and/or Services is exclusive of amounts in respect of value added tax (VAT). The Customer shall, on receipt of a valid VAT invoice from Dantex, pay to Dantex such additional amounts in respect of VAT as are chargeable on the supply of the Products and/or Services.
10.4 Dantex may invoice the Customer once the Order Acceptance has been issued by Dantex.
10.5 Unless otherwise agreed in writing and subject to clause 10.6, the Customer shall pay any invoice for the Products in full and in cleared funds within 30 (thirty) calendar days of the date of the invoice.
10.6 Notwithstanding clause 10.5, the Customer shall pay any invoice for the Capital Equipment in full and in cleared funds in the following instalments: (i) a sum equal to 35% of the Price shall be payable on the date of the Order Acceptance, (ii) a sum equal to 35% of the Price shall be payable before Dantex arranges delivery of the Products in accordance with clause 6.2, and (iii) a sum equal to the balance of the Price shall be payable within 30 (thirty) calendar days of the Delivery Date.
10.7 The Customer shall pay any invoice for the Services in accordance with the payment terms set out in the relevant service contract that a Customer may enter into following Dantex’s recommendation at clause 4.3, and in any event within 30 (thirty) calendar days of the date of the invoice.
10.8 If the Customer fails to make any payment due to Dantex under the Contract by the due date for payment (due date), then the Customer shall pay interest on the overdue amount at the rate set in the Late Payment of Commercial Debts (Interest) Act 1998. Such interest shall accrue on a daily basis from the due date until the date of actual payment of the overdue amount, whether before or after judgment. The Customer shall pay the interest together with the overdue amount.
10.9 The Customer shall pay all amounts due under the Contract in full without any deduction or withholding except as required by law and the Customer shall not be entitled to assert any credit, set-off or counterclaim against Dantex in order to justify withholding payment of any such amount in whole or in part. Dantex may at any time, without limiting any other rights or remedies it may have, set off any amount owing to it by the Customer against any amount payable by Dantex to the Customer. Dantex shall be entitled to cease provision of further Products and/or Services until payment for all Orders has been received from the Customer in full and cleared funds.
10.10 Dantex may vary the Price as a result of:
10.10.1 any delay or alteration to the provision of the Services or the Delivery Date as a result of the Customer’s instruction or lack of instruction;
10.10.2 a variation in labour or material costs incurred by Dantex, including as a result of fluctuations in the exchange rate where Dantex is purchasing materials from suppliers located outside the United Kingdom; or
10.10.3 increased costs incurred by Dantex as a result of customs duties or taxation relevant to the provision of Services and/or delivery of the Products.
10.11 Subject to clauses 7 and 8 and unless otherwise agreed in advance in writing by Dantex, the Customer shall not be entitled to a refund for or replacement of any Products, irrespective of whether the Customer has returned the Products to Dantex.

12. Limitation of liability
12.1 Nothing in these Conditions shall limit or exclude Dantex’s liability for:
12.1.1 death or personal injury caused by its negligence, or the negligence of its employees, agents or subcontractors (as applicable);
12.1.2 fraud or fraudulent misrepresentation; or
12.1.3 any other matter in respect of which it would be unlawful for Dantex to exclude or restrict liability.
12.2 Subject to clause 12.1:
12.2.1 Dantex shall under no circumstances be liable to the Customer, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, for any loss of profit, or any indirect, special or consequential loss (including at all times, without limitation, economic loss, loss of business, depletion of goodwill or similar) howsoever caused arising under or in connection with:
12.2.1.1 any of the Products, or the manufacturer or sale or supply, or failure or delay in supply of the Products by Dantex or on the part of Dantex’s business;
12.2.1.2 provision of the Services or failure or delay to provide the Services;
12.2.1.3 any breach by Dantex of any of the express or implied terms of the Contract;
12.2.1.4 any use made or resale by the customer of any of the Products, or of any product incorporating any of the Products;
12.2.1.5 any statement made or not made, or advice given or not given, by or on behalf of Dantex; and
12.2.1.6 otherwise under the Contract.
12.3 Subject to clause 12.1, Dantex shall under no circumstances be liable to the Customer, whether in contract, tort (including negligence), breach of statutory duty or otherwise for any losses suffered by the Customer as a result of:
12.3.1 product recall / withdrawal affecting the Products; or
12.3.2 the Products’ failure to function properly beyond the end of the warranty period set out at clause 7.6, if the Customer does not enter into a service contract as recommended by Dantex pursuant to clause 4.3.
12.4 Subject to clause 12.1 and clause 12.3, Dantex’s total liability to the Customer in respect of all other losses arising under or in connection with the Contract, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall in no circumstances exceed the Price paid by the Customer for the Order under which the liability has arisen.
12.5 Dantex hereby excludes to the fullest extent permitted in law, all conditions and warranties, whether express (other than as set out in these Conditions) or implied, statutory, customary or otherwise which, but for such exclusion, would or might subsist in favour of the Customer.

14. Force Majeure
Neither party shall be liable for any failure or delay in performing its obligations under the Contract to the extent that such failure or delay is caused by a Force Majeure Event. A Force Majeure Event means any event beyond a party’s reasonable control, which by its nature could not have been foreseen, or, if it could have been foreseen, was unavoidable, including but not limited to strikes, lock-outs or other industrial disputes (whether involving its own workforce or a third party’s), failure of energy sources or transport network, acts of God, extremes of weather, war, terrorism, riot, civil commotion, interference by civil or military authorities, national or international calamity, armed conflict, malicious damage, breakdown of plant or machinery, nuclear, chemical or biological contamination, sonic boom, explosions, collapse of building structures, fires, floods, storms, earthquakes, loss at sea, pandemics, epidemics or similar events, natural disasters or extreme adverse weather conditions, or default of suppliers or subcontractors.

16. Notices
Any notices must be in writing and may be delivered by hand, first class post, Special Delivery post, or email, addressed to the recipient at its registered office or to any other address, or email address as notified in writing to the sender by the other party.

18. Rights of Third Parties
No term of this Agreement shall be enforceable under the Contracts (Rights of Third Parties) Act 1999 by a person who is not a party to this Agreement.

20. Confidentiality
The Customer shall keep confidential any Confidential Information that it may acquire and shall not use the Confidential Information for any purpose other than to perform its obligations under the Contract and will ensure that its officers and employees comply with the provisions of this clause 20.

22. Governing Law and Jurisdiction
This Agreement, and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims), shall be governed by, and construed in accordance with, English law, and the parties irrevocably submit to the exclusive jurisdiction of the courts of England and Wales.