1. CONTRACT1.1 In these conditions “the Company” means the company whose name is printed above of 41 Tabernacle Street, London EC2A 4AA (“the Premises” – which expression shall include any other principal place of business of the Company from time to time) and “the Customer” means the person named overleaf placing an order with the Company for the purchase of goods or the provision of services as specified overleaf (together defined as “Goods”). In relation to the provision of services, selling and delivery (and cognate words) shall mean supply.
(a) Any quotation given by the Company is open for acceptance for 28 days after its date. A quotation is subject to revision for errors and omissions and to alteration without notice
(b) The Company will not be held to any price or other details quoted over the telephone. A firm quotation can only be given after receipt of brief and on sight of work.
1.3 A contract under which the Company shall sell Goods to the Customer shall only come into existence once the company has:
(a) received the Customer’s written order which, if a quotation has been issued, must be within the specified time; and
(b) the Company has communicated its acceptance in a manner acceptable to the Customer and until such time the Companyr shall be under no obligation to the Customer.
1.4 The contract comprised by these Conditions and any document referred to overleaf and that particulars shown overleaf and upon Company’s Quotation and/or Acceptance of Order Forms (“the Contract”) shall comprise the entire contract between the Company and the Customer. Any other terms, conditions or provisions whether proposed by the Customer orally or in writing shall be of no effect and the terms of this Contract shall override and supersede any previous agreement or arrangement between the Company and the Customer in relation to the supply of the Goods.
1.5 The Company shall accept the Customer’s order and supply Goods to it or to its order on the terms of this Contract and on none other unless expressly stated in writing and signed by a director of the Company. In particular:
(a) any variation to this contract shall only be binding if it is in writing and signed by a director of the Company;
(b) no employee, agent, representative or consultant of the Company in respect of any matter to which the Contract relates and no such representation shall impose any obligation upon the Company whether in respect of any matter to which the Contract relates and no such representation shall impose any obligation upon the Company whether in respect of negligence or otherwise.
(c) any oral representation made by or on behalf of the Company prior to the date of this Contract shall not, unless specifically agreed in writing and signed by a director of this Company, form part of this Contract.
1.6 Unless stated in this Contract or expressly agreed in writing and signed by a director of the Company, no term, condition or warranty (whether express or implied) as to the nature, quality or fitness of the Goods or their conformity with any samples shall be part, or a collateral term of any contract between the Company and the Customer.
1.7 The Company may assign the benefit of or sub contract, delegate or transfer any obligation contained in this Contract and may deliver the Customer’s artwork and any other materials to third parties for such purposes as the Company considers necessary. The Company shall not be liable for any loss or damage caused to customer’s materials by a third party, whether arising out of negligence or otherwise.
1.8 The Company shall use its reasonable endeavours to comply with all reasonable directions and instructions given to it by any client of the Customer or professional or other adviser of the Customer or any client of the Customer.
2. PRICES AND PAYMENT2.1 The Company will endeavour to maintain the prices shown in the estimate but may alter its prices without notice both before and after acceptance of the Customer’s order to take account of changes in the Company’s costs. All Goods will be charged for at prices current at the time of delivery.
2.2 The Company shall have the right to make a change as its prevailing rates in respect of:
(a) any alteration in or addition to the Customer’s requirements which shall include changes made by the Customer when the style, type or layout is not specified;
(b) alterations required after proofing which are not the Company’s responsibility;
(c) the Customer’s instructions or lack of instructions;
(d) provision of copy by the Customer which is not clear or not legible;
(e) the Customer requiring delivery earlier than stated in the schedule or before the time the Company would normally deliver;
(f) any interruptions, delays, or additional or overtime work arising from causes for which the Company is not directly responsible;
(g) any increase in (or new) tax, duties or levies (including VAT) imposed on the Goods, and
(h) fluctuations in foreign exchange rates.
2.3 The prices shown in the estimate do not include any applicable VAT or duties or taxes which may be chargeable in connection with the supply of Goods to the Customer which the Customer shall pay in addition to the price. These prices are (unless otherwise specified in the estimate) ex-works the Company and exclude any carriage, packing, insurance, delivery or transportation charges.
2.4 Payment shall be made in accordance with the terms on the quotation and in all circumstances not later than (30) days after the date of the invoice.
2.5 If full payment is not made on the due date, then interest shall thereafter be payable on the outstanding balance at the rate of 2 ½ per cent above base rate of HSBC Holdings plc per cent per month (or part thereof) compounded monthly until payment.
2.6 The Customer shall, if requested by the Company, open a confirmed irrevocable letter of credit for payment of the Goods on terms satisfactory to the Company, or make such other provision for payment as the Company requests.
2.7 The Customer shall not be entitled to withhold payment of any invoice by reason of any right of set off or any claim or dispute with the Company, whether relating to the quality of the Goods or otherwise.
2.8 The Company shall have the right to invoice the Customer in respect of partial completion of work.
2.9 All work undertaken at the Company’s request, including preparation of designs, proofs and experimental work, will be charged for at its prevailing rates.
2.10 The Company shall have the right to suspend performance of its obligations under this Contract if it reasonably believes that the Customer will not make payment in accordance with this paragraph 2.
2.11 If by reason of the Customer’s acts or omissions the work to be performed under this Contract is suspended or delayed for seven or more working days, then the Company shall be entitled to be paid on demand at its prevailing rates for work carried out.
2.12 If the Company shall address or send any invoice for its services to any person other than the Customer this shall be without prejudice to and shall not affect the Company’s right to pursue the Customer in respect thereof.
2.13 Without prejudice to any other remedy which the company may have, in the event of the 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.
3. CUSTOMER’S ARTWORK, MATERIALS AND PROOFING3.1 The Company may refuse to print any matter, which in its opinion could give rise to a claim of the type referred to in paragraph 8.8.
3.2 Customer’s artwork and any other property submitted to the Company by the Customer will be held, used and worked upon at the Customer’s sole risk and the Customer should insure accordingly.
3.3 Unless the Customer requests otherwise, a proof of the Customer’s work will be made available prior to production, It is the Customer’s duty to ensure that the proof is as specified in all respects. Any alterations or additions requested by the Customer will be charged for at its prevailing rates.
3.4 The Customer shall observe any time or other limit imposed by the Company for the returning of proofs or for any other purpose.
3.5 The Company shall not be liable if the use of the Customer’s own materials results in the production of late or sub-standard work or for errors after the Customer has approved a proof or authorised production without proofing.
3.6 The Company owns and has rights over all artwork commissioned and produced for the Customer. If the Customer requests any form of this artwork as files or disks from the Company for use by the Customer, the Customer will be charged at a prevailing rate.
4. RETENTION OF TITLE4.1 The property in the goods shall remain in the company until receipt by the Company of payment in full of all sums due from the Customer to the Company under any contract. 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.
4.2 If the Customer shall commit any breach of its obligations to the Company including, without limitation, failure to pay any sum due to the Company on or before the due date, the appointment of an Administrator or Administrative Receiver of the Customer’s business or the presentation of a petition to wind up the Customer, the Company shall have the right with or without prior notice at any time to retake possession of the whole or any part of the goods (and for that purpose to go on to any premises occupied by the Customer or any parent, subsidiary or associated company of the Customer) which are the subject of any contract between the Company and the Customer (or any parent, subsidiary or associated company of the Customer) to the value of all sums due to the Company without prejudice to any other remedy of the Company.
5. ESTIMATED TIME5.1 Any statement made by the Company concerning the time required for delivery, or performance of any obligation of the Company is made in good faith and in the light of information given to the Company by its suppliers, but such statement shall not form a term of the Contract, nor shall it be considered to be a representation inducing the customer to enter into a contract. The Company shall not be liable for any delay in the performance of its obligations unless such delay is caused by the act or neglect of the Company or its servants. The Company shall not in any circumstances be liable for delay caused by the act of neglect of its suppliers or sub-contractors, or any other matter outside the Company’s direct control.
6. LIMITATION OF LIABILITY6.1 Where the United Kingdom Contract Terms Act 1977 applies to the supply of the Goods, the Company will indemnify the Customer against liability for personal injury or death directly attributable to the negligence of the Company.
6.2 The Company’s liability to the Customer (other than that arising under 6.1) in respect of any defect or error in Goods shall be limited in all cases to replacing them provided.
(a) it receives written notice of the defect from the Customer within 7 days of delivery; and
(b) the fault is derived solely from the Company’s faulty processing or use of faulty materials supplied by it; and
(c) such error or defect was not caused wholly or partly as a result of,
(i) faults or defects in the Customer’s artwork or materials supplied by the Customer,
(ii) The Customer’s failure to notice errors (whether printer’s or otherwise) at proofing, or
(iii) any other cause outside the direct control of the Company.
6.3 Subject to provisions of this paragraph 6, the Company shall not be liable to the Customer for any loss, expense or damage of any kind (direct, indirect or consequential and whether arising from negligence or otherwise) in connection with the use or possession, supply or resale of the Goods.
6.4 The Customer acknowledges that it is its responsibility to effect insurance cover in respect of all risks relating to the performance of this contract or to the Goods.
7. TERMINATION OF THIS CONTRACT7.1 The Company shall have the right to terminate this Contract forthwith (but without affecting its accrued rights) if,
(a) the Customer should commit any continuing or serious breach of Contract and fails to remedy such breach (if remediable) with 5 working days of the Company’s notice so to do, or
(b) should the Company learn or believe upon reasonable grounds that any of the following events has occurred, or is likely to occur,
(i) the Customer has a petition against it or its assets for the appointment of an administrator or for its winding up;
(ii) a receiver is appointed with respect to the Customer or its assets; or
(iii) distress or execution is levied against any of the Customer’s assets and I not paid or discharged within 7 days or a judgement against the Customer remains unsatisfied for more than 7 days; or
(iv) a winding up petition is presented against the Customer or a resolution passed for the Customer’s winding up (otherwise than for the purposes of amalgamation or reconstruction);
(v) the Customer suspends payment of its debts or is deemed unable to pay its debts under Section 123 Insolvency Act 1986; or
(vi) any event in a foreign jurisdiction analogous to, or comparable with (i) to (v) above; or
(vii) the Customer refuses or is unable to meet sums due to the Company when such sums fall due to or ceases to be in a position to fulfil its obligations under this Contract; or
(viii) the Customer ceases to carry on business as a going concern.
7.2 On termination of this Contract for any reason the Company shall be discharged from any further liability to perform under the Contract.
8. GENERAL8.1 English lawThis Contract is governed by English Law and the Parties irrevocably submit to the non-exclusive jurisdiction of the English Courts if the Customer has no permanent place of business in English and Wales, it will irrevocably nominate a person in England or Wales to accept service on behalf of the Customer.
8.2 ConstructionThe construction of this Contract is not to be affected by any heading Reference to one gender includes reference to all genders.
8.3 NoticesNotices may be given to:(i) a body corporate by being handed to a director(ii) an individual or body corporate by being ‘named’ employee with the appropriate responsibility, sent to its address set out overleaf by facsimile, telex, recorded delivery or registered first class post and by airmail where appropriate.
Any notice posted shall be deemed to have been received 48 hours after posting, and any notice given in any other manner shall be deemed to have been received at the time when in ordinary cases it would have been received.
8.4 WaiverFailure by the Company to exercise any of its rights hereunder shall not constitute or be deemed a waiver or forfeiture of such rights.
8.5 Any express or implied waiver by the Company of any provision of this Contract or of any breach or default by the Customer may be terminated by the Company at any time. No such waiver shall constitute a continuing waiver nor shall it prevent the Company from acting upon that or any subsequent breach or default or from enforcing any term or condition of this Contract.
8.6 Force MajeureThe Company shall not be liable for the failure to perform its obligations, or for loss, damage or delay resulting from any circumstances beyond its reasonable control.
8.7 IndemnityThe Customer shall indemnify the Company against all reasonable fees, costs and other expenses incurred by the Company in enforcing this Contract, which shall include any lawyer’s fees.
8.8 The Customer shall indemnify against any loss, including the cost of any lawyers fees on advising on such a matter it may suffer or liability it may incur in consequence of,
(a) any work it carries out for the Customer (and in particular in respect of any action for defamation or any infringement of copyright, parents, registered designs, trademarks or any other intellectual property or proprietary right); or
(b) a claim brought by a third party arising out of the Customer’s use, or possession or award supply of the Goods.
(c) a third party who has been instructed by the Customer to settle the Company’s account and goes into receivership and cannot pay, whether such loss, liability or claim arises out of the Company’s negligence or otherwise.