Terms and Conditions
These terms and conditions will help to ensure that both parties in any
transaction are fully aware of their rights and obligations and help to ensure
a smooth and efficient transaction.
Price variation
Estimates are based on the supplier’s current costs of production and, unless otherwise agreed, are subject to amendment on or at any time after acceptance to meet any rise or fall in such costs.
Tax
Except in the case of a customer who is not contracting in the course of a business nor holding himself out as doing so, the supplier reserves the right to charge the amount of any value added tax payable whether or not included on the estimate or invoice.
Preliminary work
All work carried out, whether experimen- tally or otherwise, at customer’s request shall be charged.
Copy
A charge may be made to cover any additional work involved where information supplied is not clear and legible.
Proofs
Proofs of all work may be submitted for customer’s approval and the supplier shall incur no liability for any errors not corrected by the customer in proofs so submitted. Customer’s alterations and additional proofs necessitated thereby shall be charged extra. When style, type or layout is left to the supplier’s judgement, changes therefrom made by the customer shall be charged extra.
Delivery
(a) Delivery of work shall be accepted when tendered.
(b) Unless otherwise specified the price quoted is for delivery of the work to the customer’s address as set out in the estimate. A charge may be made to cover any extra costs involved for delivery to a different address.
(c) Should expedited delivery be agreed an extra may be charged to cover any overtime or additional costs involved.
(d) Should work be suspended at the request of or delayed through any de- fault of the customer for a period of 30 days the supplier shall then be entitled to payment for work already carried out, materials specially ordered and other additional costs including storage.
(e) Any dates quoted for delivery are ap- proximate only and the supplier shall not be liable for any delay in delivery howsoever caused. Time for delivery shall not be of the essence unless previously agreed by the supplier in writing. Work may be delivered by the supplier in advance of the quoted delivery date.
(I) Where the work is to be delivered in instalments, each delivery shall constitute a separate contract and failure by the supplier to deliver any one or more of the instalments in accordance with these conditions or any claim by the customer in respect of any one or more instalments shall not entitle the customer to treat the contract as a whole as repudiated.
(g) If the supplier fails to deliver the work for any reason other than any cause beyond the supplier’s reasonable control or the customer’s fault, and the supplier is accordingly liable to the customer, the supplier’s liability shall be limited to the excess (if any) of the cost to the custom- er (in the cheapest available market) of similar goods to replace those not de- livered over the price of the work or the supplier’s estimate.
(h) If the customer fails to take delivery of the work or fails to give the supplier adequate delivery instructions at the time stated for delivery (otherwise than by reason of any cause beyond the customer’s reasonable control or by reason of the supplier’s fault) then, without preju- dice to any other right or remedy available to the supplier, the supplier may:-
(i) store the work until actual delivery and charge the customer for the reasonable costs (including insurance) of storage or
(ii) sell the work at the best price readily obtainable and (after deducting all reasonable storage and selling expenses) account to the customer for the excess over the price under the contract or charge the customer for any shortfall below the price under the contract.
(i) The supplier shall not in any circum- stances be liable for any loss to the cus- tomer arising from delay in transit not caused by the supplier.
Payment
(a) In respect of the initial order from a customer work will not be undertaken without a 50% prepayment in cash with the order, the balance being payable in cash on delivery.
(b) In respect of the second and sub- sequent orders from a customer, invoices must be paid within 30 days of the invoice date (unless otherwise agreed in writing) notwithstanding that delivery may not have taken place and the property in the work has not passed to the customer and time of payment of the invoice shall be of the essence of the contract.
(c) If any invoice is not paid by the due date all other invoices submitted to the customer shall immediately become due and payable.
(d) In respect of all unpaid debts due from the customer the supplier without prejudice to all remedies shall:
(i) be entitled to recover on a full indemnity basis any costs incurred by him in collecting such debts,
(ii) be entitled to charge interest (both before and after any judgement) on the total amount payable at a rate of up to 3% per month from the invoice date until payment is made in full,
(iii) 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 him, and
(iv) have a general lien on all goods and property in his possession (whether worked on or not) and shall be entitled on the expiration of 14 days notice to dispose of such goods or property in such a manner and at such a price as he thinks fit to apply the proceeds towards such debts.
(e) Subject to any special terms agreed in writing between the supplier and the customer, and to sub-clause (a), the supplier shall be entitled to invoice the customer for the price of the work on or at any time after delivery of the work, unless the work is to be collected by the cus- tomer or the customer wrongfully fails to take delivery of the work, in which event the supplier shall be entitled to invoice the customer for the price at any time after the supplier has notified the cus- tomer that the work is ready for collection or (as the case may be) the supplier has tendered delivery of the goods.
Variations in print quantity
Every endeavour will be made to deliver the correct quantity ordered, but estimates are conditional upon margins of 5 per cent for work in one colour only and 10 per cent for other work being allowed for overs or shortage (4 per cent and 8 per cent respectively for quantities ex- ceeding 50,000) the same to be charged deducted.
Claims
Advice of damage, delay or partial loss of goods in transit or of non-delivery must be given in writing to the supplier and the carrier within three clear days of delivery (or, in the case of non-delivery, within 28 days of despatch of the goods) and any claim in respect thereof must be made in writing to the supplier and the carrier within seven clear days of deliv- ery (or, in the case of non delivery, within 42 days of despatch). All other claims must be made in writing to the supplier within 28 days of delivery. The supplier shall not be liable in respect of any claim unless the aforementioned requirements have been complied with except in any particular case where the customer proves that:-
(i) it was not possible to comply with the requirements and
(ii) advice (where required) was given and the claim made as soon as reasonably possible.
Risk and Property
(a) Risk of damage to or loss of the work shall pass to the customer:-
(i) in the case of work to be delivered at the supplier’s premises at
the time when the supplier notifies the customer that the work is available for collection or
(ii) in the case of work to be delivered otherwise than at the supplier’s premises, at the time of delivery or, if the customer wrongfully fails to take delivery of the work, the time when the supplier has tendered delivery of the work.
(b) Notwithstanding delivery and the passing of risk in the work, or any other provision of these Conditions, the property in the works shall not pass to the customer until the supplier has received in cash or cleared funds payment in full of the price of the work and all other work agreed to be sold by the supplier to the customer for which payment is then due.
(c) Until such time as the property in the works passes to the customer, the cus- tomer shall hold the work as the suppli- er’s fiduciary agent and bailee, and shall keep the work separate from that of the customer and third parties and prop- erly stored, protected and insured and identified as the supplier’s property. Until that time the customer shall be entitled to re-sell or use the work in the ordinary course of its business, but shall account to the supplier for the proceeds of sale or otherwise of the work, either tangible or intangible, including insurance pro- ceeds, and shall keep all such proceeds separate from any monies or property
of the customer and third parties and, in the case of tangible proceeds, properly stored, protected and insured.
(d) Until such time as the property in the work passes to the customer (and pro- vided the work is still in existence and has not been re-sold) the printer shall be entitled at any time to require the customer to deliver up the work to the supplier and, if the customer fails to do so forthwith, to enter upon any premises of the customer or any third party where the work is stored and repossess the work.
(e) The customer shall not be entitled to pledge or in any way charge by way of security for any indebtedness any of the work which remains the property of the supplier, but if the customer does so all monies owing by the customer to the supplier shall (without prejudice to any other right or remedy of the supplier) forthwith become due and repayable.
Standing material
(a) Metal, film, glass and other materials owned by the supplier and used by him in the production of type, plates, moulds, stereotypes, electrotypes, film-setting, negatives, positives and the like shall remain his exclusive property. Such items when supplied by the customer shall remain the customer’s property.
(b) Type may be distributed and lith- ographic, photogravure or other work effaced immediately after the order is executed unless written arrangements are made to the contrary. In the latter event, rent may charged.
Customer’s property
(a) Except in the case of a customer who is not contracting in the course of a business nor holding himself out as doing so, customer’s property and all property supplied to the supplier by or on behalf of the customer shall while it is in the possession of the supplier or in transit to or from the customer be deemed to be at cus- tomer’s risk unless otherwise agreed in writing and the customer should insure accordingly.
(b) The supplier shall be entitled to make a reasonable charge for the storage or any customer’s property left with the supplier before receipt of the order or after notification to the customer of completion of the work.
Materials supplied by the customer
(a) The supplier may reject any paper, plates or other materials supplied or specified by the customer which appear to him to be unsuitable. Additional cost incurred if materials are found to be unsuitable during production may be charged except that if the whole or any part of such additional cost could have been avoided but for unreasonable delay by the supplier in ascertaining the unsuitability of the materials then that amount shall not be charged to the customer.
(b) Where materials are so supplied or specified, the supplier will take every care to secure the best results, but responsibility will not be accepted for imperfect work caused by defects in or unsuitability of materials so supplied or specified.
(c) Quantities of materials supplied shall be adequate to cover normal spoilage.
Insolvency
If (a) The customer makes any voluntary arrangement with its creditors or becomes subject to an Administration Order or (being an individual or firm) becomes bankrupt or (being a company) goes into liquidation (otherwise than for the purposes of amalgamation or reconstruction) or (b) an encumbrance takes possession, or a receiver is appointed, of any of the property or assets of the customer, or (c) the customer ceases, or threatens to cease, to carry on business, or (d) the supplier reasonably apprehends that any of the events mentioned above is about to occur in relation to the customer and notifies the customer accordingly, then the supplier without prejudice to other remedies shall have the right not to proceed further with the contract or any other work for the cus- tomer 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 immedi- ate debt due to him.
Illegal matter
(a) The supplier shall not be required to continue with any matter which in his opinion is or may be of an illegal or libellous nature or an infringement of the proprietary or other rights of any third party.
(b) The supplier 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 or other proprietary or personal rights contained in any material supplied for the customer. The indemnity shall extend to any amounts paid on a lawyer’s advice in settlement of any claim.
Cancellation
(a) No order which has been placed by the customer may be cancelled by the customer except with the agreement in writing of the supplier and on terms that the customer shall indemnify the supplier in full against all loss (including loss or profit) costs (including the cost of all labour and materials used), damages, charges and expenses incurred by the supplier as a result of cancellation.
(b) A contract for the printing of a periodical publication may not be terminated by either party unless 13 weeks notice in writing is given in the case of periodicals produced monthly or more frequently or 26 weeks notice in writing is given in the case of other periodicals. Notice may be given at any time but wherever possible should be given after completion of work on any one issue. Nevertheless the sup- plier may terminate any such contract forthwith should any sum due thereunder remain unpaid.
Force majeure
The supplier shall be under no liability if he shall be unable to carry out any provision of the contract for any reason be- yond his control including (without limiting the foregoing) Act of God, legislation, war, fire, flood, drought, failure of power supply, lock-out, strike or other action taken by employees in contemplation of 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 the supplier elect to terminate the contract and pay for work done and materials used, but subject thereto shall otherwise accept delivery when available.
General
(a) Any notice required or permitted to be given by either party to the other under these Conditions shall be in writing addressed to that other party at its registered office or principal place of business or such other address as may at the relevant time have been notified pursuant to this provision to the party giving the notice.
(b) No waiver by the supplier of any breach of the contract by the customer shall be considered as a waiver of any subsequent breach of the same or any other provision.
(c) If any provision of these Conditions is held by any competent authority to be invalid or unenforceable in whole or in part the validity of the other provisions of these Conditions and the remainder of the provision in question shall not be affected thereby.
(d) The contract shall be governed by the laws of England.