» Terms & Conditions
1.1 All quotations and tenders are given and contracts are made by the Company subject to and only upon these terms and conditions, and unless previously agreed in writing by an authorised officer of the Company. No verbal, written or other addition hereto or variation hereof shall be effective, and these terms and conditions supersede and shall prevail over and exclude any other terms and conditions appearing elsewhere, including any terms and conditions of the customer and any course of dealing established between the Company and the Customer.
1.2 Tenders and quotations may be withdrawn or varied at any time by the Company, and unless otherwise specified, shall be deemed to be withdrawn automatically at the expiry of 10 days from their date of issue. No binding contract will in any case arise, until the customers order is accepted in writing by the Company.
The customer shall be responsible for ensuring any artwork, sketches specifications, descriptions or information or other instructions supplied by the customer or any agent or representative of the customer in connection with the manufacture or sale of any goods are accurate, unambiguous and clearly legible and meet the customers requirements, and the customer shall indemnify and hold the Company harmless in respect of any liability, loss, injury, damage, demand, cost, charge of expense, which may be incurred or sustained by the Company by reason of or arising directly or indirectly out of any claim in respect of any inaccuracy, ambiguity or illegibility in respect of such artwork, sketches specifications, descriptions or information otherwise in relation thereto.
3. PROOFS AND ADDITIONAL WORKS
Proofs of work may be submitted for customer's approval, and the Company shall incur no liability for any errors not corrected by the customer in proofs so submitted. Customer's alterations and additional proofs necessitated thereby, and all other works carried out at the customer's request, shall be charged extra. A charge may also be made to cover any additional work involved where copy supplied is not clear and legible.
Any samples, illustrations or descriptive material made available by the Company including artwork and specifications or weight capacity or dimensions, shall not form part of the contract, but will be treated as approximate only unless specifically stated otherwise. All documents containing such illustrative or descriptive (as well as the copyright therein) shall remain the exclusive property of the Company, and must not be copied transferred or loaned.
5. STANDING MATERIAL
5.1 Metal, film, glass and other materials owned by the Company and used by it in the production of type, plates, moulds, sterotypes, electrotypes, film - setting negatives, positives and the like shall remain its exclusive property. Such items when supplied by the Customer shall remain the Customer's property.
5.2 Type may be distributed and lithographic, photogravure, or other work effaced immediately after the order is executed, unless written arrangements are made to the contrary; and in the latter event, rent may be charged.
5.3 The Company shall be entitled to make a reasonable charge for the storage of any Customer's property left with the Company before receipt of the order or after notification to the customer of completion of the contract work.
6.1 The Company shall take reasonable steps to execute the contract within any quoted period, but such time is not guaranteed, nor deemed to be the essence of the contract. The estimated time for despatch or delivery shall be extended by a reasonable period if there is any delay caused by industrial dispute or by any cause beyond the reasonable control of the Company. If a shorter delivery period is agreed than any quoted period, an additional charge may be made reflecting any over - time or additional costs involved.
6.2 If work is suspended at the request of or delayed through default of the customer, the Company should be entitled to payment for work already carried out, materials specially ordered and other additional costs including storage.
7. LOSS OR DAMAGE IN TRANSIT
7.1 If the goods have not been received within seven clear days of the delivery date notified to the customer by the Company, or if they have been received but appear to be in a damaged condition or if there are shortages, then the customer shall immediately give notice to the Company of the relevant facts. If such notice is not so given, then the Company shall not be liable to the customer in respect of any loss or damage suffered by reason of non - delivery, short - delivery or damage which is apparent upon inspection and the customer shall accept liability as if all the goods have been received and shall not claim against the Company in respect of non - delivery, short - delivery or damage in transit.
7.2 The Company shall not in any case be liable for any loss to the Customer arising from delay in transit not caused by the Company.
7.3 In the case of goods delivered to the order of the customer, the customer shall remain responsible for complying with the provisions of this Clause.
7.4 If the contract provides for delivery by instalments, delay in delivery, or non - delivery of any instalment shall not entitle the customer to treat the contract as at an end or reject any other instalment.
8. DELIVERY RISK AND PASSING OF PROPERTY
8.1 Goods shall be at the customer's risk from the moment of delivery, whether or not property in the goods has passed or payment or part - payment made therefore, and thereafter the customer shall be responsible for insuring their goods.
8.2 Property in the goods and in all goods supplied or to be supplied by the company to the customer shall not pass to the customer until the full amount due hereunder has been paid to the Company or until the Customer resells the goods pursuant to Clause 8.4. So long as property in the goods shall remain in the Company, the goods shall be set aside from the Customer's general stock of goods and shall be marked with an indication that they remain the property of the Company.
8.3 Where property remains with the Company after delivery, the Customer may use the goods in the processing or manufacture of other items. Property in the items so created shall immediately upon creation be with the Company and the items shall be held by the Customer in a fiduciary capacity for the Company unless or until the full amount hereunder has been paid to the Company.
8.4 Where property remains with the company after delivery of the goods (or upon the creation of other items) the customer shall be entitled to sell the goods (or such other items), in the ordinary course of business (and for such purpose, property in the goods or such other items shall pass to the customer immediately prior to any such sale) provided that all sums due to or received by the customer in respect of any such sale shall be held by the Customer in a fiduciary capacity for the Company unless or until the full amount payable hereunder has been paid to the Company.
8.5 In the event of the customer becoming insolvent the right to resell the goods shall be suspended and the Company by its servants or agents may enter upon the premises of the customer to recover any goods as yet unsold by the customer.
9.1 The contract price excludes Value Added Tax, or any other tax or duty payable. The amount of such taxes or duties shall be added to the contract price and shall be payable by the customer in the same manner as the contract price.
9.2 The Company shall be entitled to adjust the contract price by such amount as it thinks fit at any time before delivery of the relevant goods. In the event of any increase in the cost to the Company in supplying any goods whether such increase shall result from higher costs of raw materials, labour, transport or overhead expenses or from any other cause whatsoever.
9.3 Unless otherwise agreed in writing between the Company and the Customer, the contract price is based on the assumption that the goods will be supplied in one batch and to the customer's address as set out in any estimate, and accordingly the Company may, at it's discretion at any time, increase the....
contract price to take account of any additional costs to the Company (including but not limited to delivery and storage cost) by reason of the supply of the goods to more than one batch or to a different address.
9.4 Without prejudice to any other remedy which the Company may have in the event of a Customer cancelling the contract, the Company shall be entitled to charge the customer for all expenses incurred by the Company in respect of such contract to the date of cancellation, and any loss of profit arising by reason of the cancellation of such contract.
10.1 Payment shall be made no later than 30 days date of invoice ("the due date"). All payments shall be made in full without deduction in respect of any set - off or counter - claim other than settlement discount.
10.2 If payment of any sum payable to the Company is not made on or before the due date, the Company shall be entitle to charge interest thereafter on such sum at the rate of 4 per cent per annum above the current base rate of Lloyds TSB plc, such interest being deemed to accrue from day to day and being compounded on the last day of each calendar month.
10.3 The contract price shall be payable by the customer notwithstanding any adjustments or corrections of defects which may be require to the goods.
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 unable to pay it's 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, the printer without prejudice to other remedies shall;
(i) Have the right not to proceed further with the contact on 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 immediate debt due to him and
(ii) in respect of all unpaid debts due from the customer to the printer, have a general lien on all goods and property in the printers possession (whether worked on or not) and will be entitled on the expiration of fourteen (14) days notice to dispose of such gods or property at such manner and at such price as the printer thinks fit and apply the proceeds towards such debts; and
(iii) in respect of all unpaid debts due from the customer to any group Company (as defined in section 736 of the Companies Act 1985) of the printer, have a general lien on all goods and property in the printer's possession (whether worked on or not) and shall be entitled on the expiration of fourteen (14) days to dispose of such goods or property in such manner and at such price as the printer thinks fit to apply the proceeds toward such debt.
12.1 All express or implied warranties or conditions statutory or otherwise as to the quality of fitness for any particular purpose of goods except to the extent that this provision is held to be unenforceable under or by virtue of any provision contained in the Sale of Goods Act, 1979 or the Unfair Contract Terms Act, 1977 or the Supply Goods and Service Act, 1982 or any statutory modification or re-enactment thereof for the time being in force, are hereby expressly excluded.
12.2 The Company shall not be liable in any circumstances whatsoever, whether in contract, tort or otherwise, for loss of anticipated profits or revenue or contracts for any other indirect or consequential loss or damage arising from any cause whatsoever.
12.3 The Company shall not be liable for failing to perform the contract whether wholly or in part if the failure is caused either wholly or in part by any circumstances outside the Company's control.
12.4 All goods supplied but not manufactured by the Company are sold subject to the conditions of sale of the manufacturer thereof and the sole liability of the Company in respect thereof shall be to give to the customer such benefits, as the Company shall receive under any contract, which the Company has with such manufacturer. In the event of any failure with such manufacturer for whatever reason to meet such liability, which may arise by reason of any defect in such goods, the Company shall be under no liability to the customer in respect of such defect.
12.5 If the customer wishes to rely on any representations made by or on behalf of the Company but not expressly embodied in any tender, quotation or contract to which these conditions apply, the customer shall give the Company written notice of such reliance before the Company incurs any obligation consequent upon such representation and shall not otherwise be entitled to rely upon such representation.
12.6 All property supplied tot eh Company by or on behalf of the customer shall, while it is in possession of the Company or in transit to or from the customer be deemed to be at the customer's risk unless otherwise agreed in writing and the customer should insure accordingly.
12.7 The Company may reject any paper, plates or other material supplied or specified by the customer, which appear to be unsuitable. Additional costs incurred if materials are found to be unsuitable during production may be charged. Where materials are so supplied or specified, the Company will take every care to secure the best results, but responsibility will not be accepted by imperfect work caused by defects in unsuitability of materials so supplied or specified by and quantities must be adequate to cover spoilage.
12.8 The customer shall indemnify the Company in respect of any claims, costs or expenses arising from the printing or any other treatment by the Company of any libellous mater or any infringement of copyright, patent, design or other intellectual property rights attached to any material printed by the Company.
13.1 Unless otherwise specifically agreed, goods shall not be required to comply with any direction, regulation or provision of any foreign law or governmental authority.
13.2 Unless otherwise specifically agreed, the Company should be entitled to affix to or print on any goods legends bearing the Company's name and / or trade or other marks.
13.3 No forbearance or indulgence shown or granted by the Company to the customer whether in respect of these conditions or otherwise shall in any way affect or prejudice the rights of the Company against the customer or be regarded as a waiver of any of these conditions.
13.4 Any notice required or authorised to be given hereunder may be given personally or by telex or by post addressed to such other party, as it's last - known address or at any other address furnished to the other by written notice. Notice so given by letter shall be deemed to have been served 48 hours after the same is posted and proof that the envelope containing the notice was properly addressed and sent by pre - paid post shall be sufficient evidence of service. Notice so given by telex shall be deemed to have been served 24 hours after it shall have been despatched.
13.5 Every endeavour will be made to deliver the correct quantity ordered, but estimates are conditional upon margins (measured in fold - depths) or 10 per cent for single part or one - process work not requiring special papers or special features and upon margins of 10 per cent for other work being allowed for overs or shortages (5 per cent single and 8 per cent multi - part respectively for quantities exceeding 50,000) the same to be charged or deducted.
13.6 Illegal matter. The Company shall not be required to print any matter, which in its opinion is or may be of an illegal or libellous nature, or an infringement of the proprietary or other rights of any third party.
13.7 Periodical Publications. A contact for the printing of periodical publications 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 printer may terminate any such contract forthwith should any sum due there under remain unpaid.
14. PROPER LAW
This contract shall be governed by all construed in all respects in accordance with English Law and the customer hereby submits for all purposes of and in connection with this contract to the non - exclusive jurisdiction of the English Courts.