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.
1. Definitions
1.1. “Seller” means the party providing the goods or services under these terms and
conditions.
1.2. “Buyer” means the party contracting with the Seller to acquire the good and services
supplied under these terms and conditions.
1.3. “Work” means all goods (by way of intermediate or finished product) and services
supplied by the Seller to the Buyer.
1.4. “Intermediates” means all products produced during the manufacturing process
including non-exhaustively discs, film, plate, intellectual property.
1.5. “Preliminary Work” means all work done in the concept and preparatory stages
(including non-exhaustively design, artwork, colour matching).
1.6. “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.
1.7. “Periodical Publications” means publications produced at (normally regular) intervals.
1.8. “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.
2. Payment
2.1. 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.
2.2. 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.
2.3. 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.
2.4. 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.
3. Credit Facilities
3.1. Credit facilities may be granted to applicants who complete the Seller’s Credit Account
Application Form and who satisfy the Seller’s criteria as set out from time to time. Where
facilities are granted the Seller 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.
4. Materials supplied or specified by the Buyer
4.1. Electronic Files
a. It is the Buyer’s responsibility to maintain a copy of any original Electronic File provided by
the Buyer.
b. The Seller shall not be responsible for checking the accuracy of supplied input from an
electronic file unless otherwise agreed in writing.
c. 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.
4.2. Other Materials
a. The Seller may reject any 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.
b. 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).
c. Quantities of materials supplied shall be adequate to cover normal spoilage. Any costs
incurred as a result of shortages, including re-starting jobs will be charged in addition to the
estimated price.
5. Finished Goods
a. 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.
b. 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.
6. Materials and equipment supplied by the Seller
6.1. Materials and assets owned by the Seller and used in the production of electronic files
and other production processes, together with items thereby produced, shall remain the
Seller’s exclusive property.
7. Retention of Title
7.1. The Work remains the Seller’s property until the Buyer has paid for it and discharged all
other debts owing to the Seller.
7.2. 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.
7.3. 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.
7.4. 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.
8. Claims and Liability
8.1. Claims
a. 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.
b. If the Work is defective so that the Buyer may in law reject it, said rejection must take
place within 30 days of delivery of the goods, failing which the Buyer will be deemed to have
accepted the Work.
c. 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.
9. Liability
a. 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.
b. 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.
c. If requested, 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.
d. 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.
e. 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.
f. 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.
g. 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.
h. Nothing in these conditions shall exclude the Seller’s liability for death or personal injury
as a result of its negligence.
10. Insolvency
10.1. 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.
11. General Lien
11.1. 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.
12. Illegal matter
12.1. 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.
12.2. 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.
13. Force majeure
13.1. 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.
14. Data Protection
14.1. The Buyer is hereby notified that the Seller may transfer personal information about the
Buyer to a Credit Agency pursuant to cl 2f above.
15. Law
15.1. 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.
16. Notices
16.1. 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.
17. Consumers
17.1. Nothing in these Terms shall affect the rights of Consumers.
18. Severability
18.1. 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.