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Terms and Conditions
STANDARD CONDITIONS OF CONTRACT (2004)
The following Terms and Conditions constitute the entire agreement
between the parties and supersede any previous agreements, warranties,
representations, undertakings or understandings between the parties and
may not be varied except in writing.
- Definitions
- "Seller" means the party providing the goods or services
under these terms and conditions
- "Buyer" means the party contracting with the Seller to acquire
the good and services supplied under these terms and conditions
- "Work" means all goods (by way of intermediate or finished
product) and services supplied by the Seller to the Buyer
- "Intermediates" means all products produced during the manufacturing
process including non-exhaustively discs, film, plate, intellectual
property
- "Preliminary Work" means all work done in the concept and
preparatory stages (including non-exhaustively design, artwork,
colour matching)
- "Electronic File" means any text, illustration or other
matter supplied or produced by either Party in digitised form
on disc, through a modem, or by ISDN or any other communication
link.
- "Periodical Publications" means publications produced at
(normally regular) intervals
- "Insolvency" means the Buyer is in a position where it is
unable to pay its debts or has a winding up petition issued
against it or has a receiver, administrator or administrative
receiver appointed to it or being a person commits an act
of bankruptcy or has a bankruptcy petition issued against
him
- Payment
- Estimates are based on the Seller's current costs of production
and, unless otherwise agreed in writing, are subject to amendment
to meet any rise or fall in such costs that have taken place
by the time of delivery
- Estimates are given exclusive of tax and the Seller reserves
the right to charge and the Buyer will pay any VAT or other
tax payable
- All work carried out shall be charged. This includes all
Preliminary Work whether or not the Buyer agrees to that work
being taken forward to production
- Any additional work required of the Seller by reason of
the Buyer supplying inadequate copy, incomplete or incorrect
instructions or insufficient materials; or late delivery of
the same shall be charged
- Payment shall become due before delivery of the Work. The
Seller, at his absolute discretion, may ask for part or full
payment in advance of starting the Work.
- If Credit Facilities have been granted, payment is due by
the end of the month following the month of Invoice. If any
item(s) remain unpaid by that due date charges will apply,
in accordance with s5A and/or s6 of the Late Payment Commercial
Debt (Interest) Act 1998 or any subsequent enactment. In addition,
all invoices will become due and payable immediately and will
be treated as overdue items, with appropriate charges applied
and all costs reasonably incurred in collecting the debt payable
by the Buyer.
- Unless otherwise agreed in writing, the price of the Work
will be "ex-works" and delivery shall be charged extra
- Should the Work be suspended or delayed by the Buyer for
any reason the Seller shall be entitled to charge for storage
and for loss of or wastage of resources that cannot otherwise
be used
- Should the suspension or delay in 2(h) above extend beyond
30 days the Seller shall be entitled to immediate payment
for work already carried out, materials specially ordered
and any other additional costs
- Credit Facilities
Credit facilities may be granted to applicants who complete the
Supplier's Credit Account Application Form and who satisfy the
Supplier's criteria as set out from time to time. Where facilities
are granted the Supplier reserves the right to withdraw them at
any time, without having to give their reasons and, in such a
case, all outstanding invoices become due and payable immediately.
- Delivery
- Delivery of the Work shall be accepted when tendered
- Unless otherwise agreed in writing completion and delivery
times are a guide only and, whilst the Seller will make every
effort to adhere to proposed timescales, time is not of the
essence in any contract with the Buyer
- Unless otherwise agreed in writing, (in which case an extra
charge may be made) delivery will be to kerbside at the Buyer's
address and the Buyer will make arrangements for off-loading
and for any additional transportation to its storage facility
- Subject to any agreement as per 4(c) above, delivery involving
difficult access and/or unreasonable distance from vehicular
access shall entitle the Seller to make an extra charge to
reflect its extra costs
- Should expedited delivery be agreed the Seller shall be
entitled to make an extra charge to cover any overtime or
any other additional costs
- Materials supplied or specified by the Buyer
- Electronic Files
- It is the Buyer's responsibility to maintain a copy
of any original Electronic File provided by the Buyer
- The Seller shall not be responsible for checking the
accuracy of supplied input from an electronic file unless
otherwise agreed in writing
- Without prejudice to clause 5.2(b), if an electronic
file is not suitable for outputting on equipment normally
adequate for such purposes without adjustment or other
corrective action the Seller may make a charge for any
resulting additional cost incurred or may reject the file
without prejudice to his rights to payment for work done/material
purchased
- Other Materials
- Metal, film and other materials owned by the Buyer and
supplied to the Seller for the production of type, plates,
film-setting, negatives, positives, electronic files and
the like shall remain the Buyer's exclusive property.
However where the content is generated by the Seller,
the Seller may, in order to protect his intellectual property
rights and at his absolute discretion, replace such material
with unused material of a similar or better quality.
- The Seller may reject any film, discs, paper, plates,
electronic files or other materials supplied or specified
by the Buyer which appear to him to be unsuitable for
the purpose intended. 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 Seller in ascertaining the unsuitability of the
materials then that amount shall not be charged to the
Buyer.
- Without prejudice to clause 5.2.b, where materials are
so supplied or specified, and the Seller so advises the
Buyer, and the Buyer instructs the Seller in writing to
proceed anyway, the Seller will use reasonable endeavours
to secure the best results, but shall have no liability
for the quality of the end-product(s)
- Quantities of materials supplied shall be adequate to
cover normal spoilage. Any costs incurred as a result
of shortages, including re-starting jobs, duplicating
masters etc will be charged in addition to the estimated
price
- Risk and storage
- Buyer's property and all property supplied to the Seller
by or on behalf of the Buyer shall while it is in the
possession of the Seller or in transit to or from the
Buyer be deemed to be at Buyer's risk unless otherwise
agreed in writing and the Buyer should insure accordingly.
- The Seller shall be entitled to make a reasonable charge
for the storage of any Buyer's property left with the
Seller before receipt of the order or after notification
to the Buyer of completion of the work.
- Finished Goods
- The risk in the Work and all goods delivered in connection
with the Work shall pass to the Buyer on delivery and
the Buyer should insure accordingly.
- On completion of the Work, the Seller will store the
Buyer's materials and Work for a maximum of one month,
after which time they will be destroyed without further
notice.
- Materials and equipment supplied by the Seller
- Metal, film and other materials owned by the Seller and
used in the production of intermediates, type, plates, film-setting,
negatives, positives, electronic files and other production
processes, together with items thereby produced, shall remain
the Seller's exclusive property.
- Type shall be distributed and film and plates, tapes, discs,
electronic files or other work destroyed immediately after
the order is executed unless written arrangements are made
to the contrary. In the latter event, storage shall be charged.
- The Seller shall not be obliged to download any digital
data from his equipment or supply the same to the Buyer on
disc, tape or by any communication link.
- Retention of Title
- The Work remains the Seller's property until the Buyer has
paid for it and discharged all other debts owing to the Seller.
- If the Buyer becomes subject to Insolvency and the Work
has not been paid for in full the Seller may take the goods
back and, if necessary, enter the Buyer's premises to do so,
or to inspect and/or label the goods so as to identify them
clearly
- If the Buyer shall sell the goods before they have been
paid for in full he shall hold the proceeds of sale on trust
for the Seller in a separate account until any sum owing to
the Seller has been discharged from such proceeds.
- Where the Buyer is in breach of these Terms or performs
any act of Bankruptcy or Insolvency the Seller reserves the
right to approach the Buyer's customer and to offer the Work
directly to them, notwithstanding the fact that this will
involve advising the Buyer's customer that the Buyer is in
breach or in default.
- Proofs and variations
- The Seller shall incur no liability for any errors not corrected
by the Buyer where the Buyer has been provided with proofs.
The Buyer's alterations and additional proofs necessitated
thereby shall be charged extra. When style, type or layout
is left to the Seller's judgement, changes therefrom made
by the Buyer shall be charged extra.
- Where the Buyer specifically waives any requirement to examine
proofs the Seller is indemnified by the Buyer against any
and all errors in the finished Work
- Colour proofs Due to differences in equipment, paper, inks
and other conditions between colour proofing and production
runs, a reasonable variation in colour between colour proofs
and the completed job will be deemed acceptable unless otherwise
agreed in writing.
- Variations in quantity Every endeavour will be made to deliver
the correct quantity ordered, but estimates are conditional
upon margins of 5 per cent for work being allowed for overs
or unders the same to be charged or deducted, unless otherwise
agreed in writing.
- Claims and Liability
- Claims
- Advice of damage, delay or loss of goods in transit
or of non-delivery must be given in writing to the Seller
and the carrier within three clear days of delivery (or,
in the case of non-delivery, within 3 days of notification
of despatch of the goods) and any claim in respect thereof
must be made in writing to the Seller and the carrier
within seven clear days of delivery (or, in the case of
non-delivery, within 7 days of notification of despatch).
All other claims must be made in writing to the Seller
within 14 days of delivery. The Seller shall not be liable
in respect of any claim unless the aforementioned requirements
have been complied with except in any particular case
where the Buyer proves that (i) it was not possible to
comply with the requirements and (ii) the claim was made
as soon as reasonably possible.
- If the Work is defective so that the Buyer may in law
reject it, said rejection must take place within 7 days
of delivery of the goods, failing which the Buyer will
be deemed to have accepted the Work
- In the event of all or any claims or rejections the
Seller reserves the right to inspect the Work within seven
days of the claim or rejection being notified.
- Liability
- Insofar as is permitted by law where Work is defective
for any reason, including negligence, the Seller's liability
(if any) shall be limited to rectifying such defect, or
crediting its value against any invoice raised in respect
of the Work
- Where the Seller performs its obligations to rectify
defective Work under this condition the Seller shall not
be liable for indirect loss, consequential loss or third
party claims occasioned by defective Work and the Buyer
shall not be entitled to any further claim in respect
of the Work nor shall the Buyer be entitled to repudiate
the contract, refuse to pay for the work or cancel further
deliveries.
- Defective Work must be returned to the Seller before
replacement or credits can be issued. If the subject Work
is not available to the Seller the Seller will hold that
the Buyer has accepted the Work and no credits or replacement
Work will be provided.
- The Seller shall not be liable for indirect loss, consequential
loss or third party claims occasioned by delay in completing
the work or for any loss to the Buyer arising from delay
in transit, whether as a result of the Seller's negligence
or otherwise.
- Where the Seller offers to replace defective Work the
Buyer must accept such an offer unless he can show clear
cause for refusing so to do. If the Buyer opts to have
the work re-done by any third party without reference
to the Seller the Buyer automatically revokes his right
to any remedy from the Seller, including but not exclusively
the right to a credit in respect of Work done by the Seller.
- Where the Work will be forwarded by or on behalf of
the Buyer to a third party for further processing the
Buyer will be deemed to have inspected and approved the
Work prior to forwarding and the Seller accepts no liability
for claims arising subsequent to the third party's processing.
- The Seller reserves the right to reject any work forwarded
to him after initial processing by a third party as soon
as is reasonably practicable without processing the work
any further. Should the Buyer require the Seller notwithstanding
to continue, then the Seller is only obliged to do so
after confirmation from the Buyer in writing.
- Nothing in these conditions shall exclude the Seller's
liability for death or personal injury as a result of
its negligence.
- Insolvency
Without prejudice to other remedies, if the Buyer becomes insolvent,
the Seller shall have the right not to proceed further with the
contract or any other work for the Buyer and be entitled to charge
for work already carried out (whether completed or not) and materials
purchased for the Buyer, such charge to be an immediate debt due
to him. Any unpaid invoices shall become immediately due for payment.
- General Lien
Without prejudice to other remedies, in respect of all unpaid
debts due from the Buyer the Seller shall have a general lien
on all goods and property of or provided by the Buyer 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 as agent
for the Buyer in such manner and at such price as he thinks fit
and to apply the proceeds towards such debts, and shall when accounting
to the Buyer for any balance remaining be discharged from all
liability in respect of such goods or property. - Illegal matter
- The Seller shall not be required to print 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.
- The Seller shall be indemnified by the Buyer in respect
of any claims, costs and expenses arising out of the printing
by the Seller for the Buyer of any illegal or unlawful matter
including matter which is libellous or infringes copyright,
patent, design or any other proprietary or personal rights.
The indemnity shall include (without limitation) any amounts
paid on a lawyer's advice in settlement of any claim that
any matter is libellous or such an infringement.
- Periodical publications
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 must be given after completion of work on any one issue.
Nevertheless the Seller may terminate any such contract forthwith
should any sum due thereunder remain unpaid. - Force majeure
The Seller shall be under no liability if he shall be unable to
carry out any provision of the contract for any reason beyond
his reasonable control including (without limiting the foregoing):
Act of God; legislation; war; fire; flood; drought; inadequacy
or unsuitability of any instructions, electronic file or other
data or materials supplied by the Buyer; failure of power supply;
lock-out, strike or other action taken by employees in contemplation
or 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 Buyer may by written
notice to the Seller elect to terminate the contract and pay for
work done and materials used, but subject thereto shall otherwise
accept delivery when available. - Data Protection
The Buyer is hereby notified that the Seller may transfer personal
information about the Buyer to a Credit Agency pursuant to cl
2f above - Law
These conditions and all other express and implied terms of the
contract shall be governed and construed in accordance with the
laws of England and the parties agree to submit to the jurisdiction
of the courts of England and Wales - Notices
All specifications and notices relied on by either party and all
variations to this agreement must be in writing and include a
duly authorised signature. - Consumers
Nothing in these Terms shall affect the rights of Consumers - Severability
All clauses and sub-clauses of this Agreement are severable and
if any clause or identifiable part thereof is held to be unenforceable
by any court of competent jurisdiction then such enforceability
shall not affect the enforceability of the remaining provisions
or identifiable parts thereof in these Terms and Conditions.
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