(a) The price of the work shall be in accordance with the Company’s published price list current at the date of the Customer’s order or as applicable the price quoted by the Company. Quoted prices are valid for thirty (30) days only from the date of the Company’s quoted price and do not constitute an offer to carry out the Work until the Company has accepted an order from the Customer on these conditions. Where thirty days have elapsed since quoted prices were given to the Customer during which the Customer has not indicated acceptance of such prices the Company shall be entitled to alter such prices without giving notice to the Customer.
(b) The Company reserves the right by giving notice to the Customer at any time before delivery to increase the price of the Work to reflect any increase in the cost to the Company which is due to any factor beyond the control of the Company (such as without limitation any foreign exchange fluctuation, currency regulation, alteration of duties, significant increase in the cost of labour and materials, or other costs of manufacture) any change in delivery dates, quantities or specification of the Work which is requested by the Customer at any time before delivery or any delay caused by any instructions of the Customer or failure of the Customer to give the Company adequate information or instructions.
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 Company reserves the right to charge the amount of any value added tax payable whether or not included on the estimate or invoice.
All Work carried out, whether experimentally or otherwise, at Customer’s request shall be charge
A charge may be made to cover any additional work involved where copy supplied is not clear and legible.
Proofs of all 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 shall be charged extra. When style, type or layout is left to the Company’s judgement, changes there from made by the Customer shall be charged extra
(a) The Company reserves the right to charge the Customer for any additional costs incurred by the Company pursuant to a request made by the Customer to deliver the Work to a different address to the one shown overleaf.
(b) Should expedited delivery be agreed an extra may be charged to cover any overtime or any other additional costs involved.
(c) Subject to any special terms agreed in writing between the Company and the Customer the Company 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 Customer or the Customer wrongfully fails to take delivery of the Work in which event the Company shall be entitled to invoice the Customer for the price at any time after the Company has notified the Customer that the Work is ready for collection or (as the case may be) the Company has tendered delivery of the Work.
(d) The Customer shall pay the invoice price (inclusive of VAT at the prevailing rate where applicable) plus all other sums due to the Company in respect of the Work (if any) within thirty (30) days of the Company’s invoice date notwithstanding that delivery may not have taken place and property in the Work has not passed to the Customer. The time of payment of the invoice price shall be of the essence of the contract.
(e) If the Customer fails to make any payment on the due date and without prejudice to any other right or remedy available to the Company the Company shall be entitled to:
(i) cancel the contract(s) and any other contract entered into between the Company and the Customer or suspend any further deliveries to the Customer under any such contract and to set off the amount due to it hereunder against any sum owed by it to the Customer;
(ii) appropriate any payment made by the Customer to such of the Work (or goods supplied under any other contract between the Company and the Customer) as the Company may think fit;
(iii) charge the Customer interest (both before and after any judgment) on the amount unpaid at the rate of four (4)% per annum above the National Westminster Bank PLC base rate from time to time until payment in full is made.
Every endeavour will be made to deliver the correct quantity ordered, but estimates are conditional upon margins of five (5)% for work in one colour only and ten (10)% for other work being allowed for overs or shortage four (4)% and eight (8)% respectively for quantities exceeding 50,000 the same to be charged or deducted.
Advice of damage, delay or partial loss of goods in transit or of non- delivery must be given in writing to the Company and the carrier within three clear days of delivery (or, in the case of non-delivery, within 28 days of despatch) and any claim in respect thereof must be made in writing to the Company and the carrier within seven clear days of delivery (or, in the case of non-delivery, within 42 days of despatch). All other claims must be made in writing to the Company within 28 days of delivery. The Company 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;
(a) it was not possible to comply with the requirements and
(b) advice (where required) was given and the claim made as soon as reasonably possible.
(a) The Company shall not be liable for any loss to the Customer arising from delay in transit not caused by the Company.
(b) Subject to the Conditions set out below the Company guarantees that the Work will be free from defects in material and workmanship for a period of twenty-eight (28) days from the date of delivery.
(c) The guarantee in Condition (b) above is given by the Company subject to the following conditions:-
(i) the Company shall be under no liability in respect of any defect arising from fair wear and tear, wilful damage, negligence, abnormal working conditions, failure to follow the Company’s instructions (whether oral or in writing), misuse or alteration of the Work without the Company’s approval;
(ii) the Company shall be under no liability under the Guarantee in (a) above (or any other warranty, condition or guarantee) if the total invoice price for the Work has not been paid by the due date for payment;
(iii) the Guarantee in (a) above does not extend to materials not manufactured manufactured or used by the Company in respect of which the Customer shall only be entitled to the benefit of any such guarantee or warranty as is given by the manufacturer to the Company.
(d) Subject as expressly provided in these Conditions and except where the Work is supplied to a person dealing as a consumer (within the meaning of the Unfair Contract Terms Act 1977) all warranties, conditions or other terms implied by statute or common law are excluded to the fullest extent permitted by law.
(e) Where the Work is sold under a consumer transaction the statutory rights of the Customer are not affected by these Conditions.
(f) Any claim by a Customer which is based on any defect in the quality or condition of the Work shall (whether or not delivery is refused by the Customer) be notified to the Company within seven (7) days from the date of delivery or (where the defect or failure was not apparent on reasonable inspection) within a reasonable time after discovery of the defect or failure. If delivery is not refused, and the Customer does not notify the Company accordingly the Customer shall not be entitled to reject the Work and the Company shall have no liability for such defect or failure and the Customer shall be bound to pay the invoice price as if the Work had been delivered in accordance with the Contract.
(g) Where any valid claim in respect of any Work which is based on any defect in the quality or condition of the Work or (its failure to meet any specifications) notified to the Company in accordance with these Conditions the Company shall be entitled to rectify the Work free of charge or at the Company’s sole discretion refund to the Customer the invoice price but the Company shall have no further liability to the Customer.
(h) Except in respect of death or personal injury caused by the Company’s negligence the Company shall not be liable to the Customer by reason of any representation or any implied warranty, condition or other term or any duty at common law or under the express terms of the Contract for any consequential loss or damage (whether for loss of profit or otherwise) costs expenses or other claims of consequential compensation whatsoever (and whether caused by the negligence of the Company, its employees or agents or otherwise) which arise out of or in connection with the Work or its use or resale by the Customer except as expressly provided in these Conditions.
(a) Metal, film, glass and other materials owned by the Company and used by the Company in the production of type, plates, moulds, stereotypes, electrotypes, film-setting, negatives, positives and the like shall remain the Company’s exclusive property.
(b) 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. In the latter event the Company reserves the right to charge storage for such materials
(a) 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 work.
(b) Risk of damage to and loss of the Work shall pass to the Customer:
(i) in the case of Work to be collected from the Company’s premises at the time when the Company notifies the Customer that the Work is available for collection; or
(ii) in the case of Work to be delivered to the Customer or to be delivered into custody on the Customer’s behalf at the time of delivery or if the Customer wrongfully fails to take delivery of the Work the time when the Company has tendered delivery of the Work. The Customer should therefore be insured accordingly.
(c) Notwithstanding delivery and the passing of risk in the Work or any other provision of these Conditions property in the Work will pass to the Customer when:
(i) the Work the subject of the Contract, and
(ii) all other Work the subject of any other contract between the Company and the Customer which at the time of payment of the full price of the Work sold under the Contract have been delivered to the Customer but not paid for in full have been paid for in full.
(d) Until such time as full payment has been received by the Company and property in the Work passes to the Customer the Customer shall hold the Work as the Company’s fiduciary agent and bailee and shall keep the Work separate.
(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 Company but if the Customer does so all the money owing by the Customer to the Company shall (without prejudice to any other right or remedy of the Company) forthwith become due and payable.
(a) The Company may reject any paper, plates or other materials supplied or specified by the Customer which appear to the Company 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 Company 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 Company 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.
(c) Quantities of materials supplied shall be adequate to cover normal spoilage.
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 to be unable to pay its 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 Company without prejudice to other remedies shall;
(a) have the right not to proceed further with the contract or any other work of 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 the Customer and
(b) in respect of all unpaid debts due from the Customer have a general lien on all goods and property in possession of the Company (whether worked on or not) shall be entitled on the expiration of 14 days’ notice to dispose of such goods or property in such manner and at such price as the Company thinks fit and to apply the proceeds towards such debts.
(c) a buyers right of possession of any Goods for which the full invoice price has not been paid shall cease if, being an individual, he commits an available act of bankruptcy or being a company, a receiver becomes entitled to present a petition for its winding up or it is resolved that it be wound up. We shall be entitled in these events to enter at any time and with or without vehicles upon any premises of a buyer at which we reasonably believe such goods to be stored and to repossess them.
(a) The Company 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.
(b) The Company 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 of any other proprietary or personal rights contained in any material printed for the Customer. The indemnity shall extend to any amounts paid on a lawyer’s advice in settlement of any claim.
The Company shall be under no liability if he shall be unable to carry out any provision of the contract for any reason beyond 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 contingency the Customer may by written notice to the Company elect to terminate the contract and pay for work done and materials used, but the subject thereto shall otherwise accept delivery when available.
These conditions and all other express terms of the contract shall be governed and construed in accordance with the Laws of England