Published: Wed, 07 Mar 2018
Interfoto Picture Library Ltd v Stiletto Visual Programmes Ltd  QB 433
Printed clauses on delivery note; whether successfully incorporated into contract
Stiletto Visual Programmes (SVP) ordered 47 photographic transparencies from Interfoto Picture Library (IPL). On the delivery note was a clause stating that transparencies should be returned within 14 days of delivery. If they were not so returned, a holding fee of £5 per transparency per day would be charged. SVP returned the transparencies four weeks later and received a bill for over £3,700. SVP refused to pay and IPL successfully received judgement for payment. SVP appealed.
SVP contended they had never dealt with IPL before, were unaware of their standard conditions and they had not been sent a copy of their conditions prior to their having returned the transparencies. Even if they had been sent a copy of the terms, IPL had not taken sufficient steps to communicate their onerous terms, namely, that the fees were more than ten times higher than other lending libraries. SVP argued the contract was formed when they requested the transparencies, and IPL agreed to send them. IPL argued the delivery note was included with the transparencies and was clear and unambiguous in its terms and, accordingly, they could rely on the clause and claim the funds due. They claimed the contract was formed when SVP took delivery of the transparencies.
The clause had not been successfully incorporated into the contract. Where a clause is particularly onerous, as in this case, and the fees are exorbitant at ten times the level of other photographic libraries, the party seeking to rely on the clause must show they have taken reasonable steps to bring the clause to the other party’s attention. IPL had failed to do this and they could, therefore, only recover fees assessed on a quantum meruit basis.
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