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Terms and Conditions

• * "accepted" "agreed" and "approved" shall (as the case may be) mean accepted, agreed or approved on behalf of the Company in writing signed by one of its directors.
• * "contract" shall mean the contract for the supply of the work by the Company to the customer and shall include these Conditions sae to the extent that any of them conflicts with any agreed contract terms.
• * "contract terms" shall mean terms of the contract other than those contained in these Conditions.
• * "customer" shall mean the organisation, person, firm or company contracting to receive the work from the Company.
• * "goods" shall mean any goods supplied to the customer by the Company pursuant to the terms of the contract.
• * "Installment Contract" shall mean a contract for the Company to supply a specified quantity of goods delivery of which is to be made and accepted by instalments.
• * "Intellectual property rights" shall mean copyright and/or letters patent and/or design right.
• * "work" shall mean the services undertaken by the Company for, and goods supplied to the customer, including (but not limited to) the editorial, photography, design, production, printing and supply of materials and goods (together with all ancillary services related thereto).

General.

2. Unless otherwise agreed and save to the extent that any of them conflicts with any agreed contract terms (in which event the agreed contract terms shall prevail) these Conditions shall apply to all contracts entered into by the Company to the exclusion of any terms and conditions contained in a customer’s order or which are referred to by the customer in correspondence or negotiations and which conflict with or purport to modify these Conditions.

3. No quotation by the Company shall constitute an offer capable of acceptance. A contract shall only be formed as a result of a purchase order from the customer (whether or not resulting from a quotation by the Company) accepted by the Company. The Company’s acceptance of any purchase order is subject to the availability of materials and service.

Proofs.

4. Proofs of all work may be submitted for the 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 therefrom made by the customer shall be charged extra.

Charges.

5. All prices and charges quoted are based on the Company’s current prices and are subject to alteration at any time to take account of increased costs or for any other reason. Prices do not include the cost of delivery (unless otherwise agreed) which will be added at the appropriate rate prevailing on issue of the Company invoice. In the event that the Company does not charge Value Added Tax (or any tax replacing the same) to the customer and the body responsible for implementing or administering such tax rules that such tax is in fact payable and requires the Company to make payment of the undercharged, then the Company shall be entitled to invoice the customer for the amount of the undercharged.

6. The Company reserves the right to charge the customer for any additional costs including overtime incurred as a result of:

* Any request or delay on the part of the customer.
* The quality, suitability and legibility of any material or data supplied by the customer.
* Any alteration or amendment made by the customer and accepted by the Company to the specification on which the Company’s quotation is based;
* Any correction made by the customer on and after its approval of a proof including alterations in style;

Payment.

7. The Company reserves the right to invoice the customer in respect of any contract as follows:

* 33% of contract price upon provision by the Company of first proofs or on the completion of any specific and identifiable similar stage of the contract:
* 33% of contract price upon provision by the Company of final proofs:
* The balance plus any additions or options so specified upon delivery of the goods,

8. Unless otherwise agreed all payments shall be made within 14 days from the date of the relevant invoice and this condition is of the essence of the contract failing which the Company shall have right without prejudice to any other rights to which it may therefore be entitled:

* To suspend or cancel immediately any contract made with the customer: and
* To charge interest at the rate of 5 per cent above Natwest Base Rate on the balance outstanding with effect from the date of the relevant invoice.

Performance and Delivery.

9. Any time or date given for the delivery of goods or the performance of services shall be approximate only unless otherwise agreed.

10. If the Company shall for any reason beyond its reasonable control (including the failure if the customer to supply material or give such approval or instructions as may be required within a reasonable time) be prevented from performing its obligations under any contract including being unable to deliver any goods or perform any services due then the Company shall be under no liability in respect thereof to the customer and shall be entitled at any time on notice to the customer to make partial deliveries only or to suspend or cancel the contract without prejudice in any case to any rights which have already accrued to the Company.

11. Delivery of goods shall be accepted by the customer upon notification by the Company in the Company to the customer that they are ready for delivery.

12. The customer shall be responsible for all charges including insurance and storage charges incurred by the Company through the customer’s delay in taking delivery of goods and whilst the Company shall take all reasonable steps to safeguard such goods and prevent their deterioration until their actual delivery the Company shall have no liability in respect of their condition and in the event of such deterioration the customer shall not be entitled to reject such goods on account of their condition

Claims.

13. In the event of any loss or damage in transit, or shortage of delivery, a separate notice in writing must be given to the carrier concerned and to the Company and a complete claim I writing made within 5 days of the date of consignment. Where goods are accepted from the carrier concerned without being checked, the delivery book of the carrier concerned must be signed "not examined."

14. The customer shall within 21 days of the date of delivery of goods (which the customer must inspect on delivery) or as appropriate the date of completion of services notify the Company in writing of any matters or thing whereby the goods or services are defective or not in accordance with the contract. In the absence of such notice the goods or services shall be deemed to be in all respects in accordance with the contract (except in the case of defects or deficiencies which are not capable of discovery within the period of 21 days) and the customer shall be bound to accept and pay for the same accordingly.

Title and Risk.

15. Goods shall be at the customer’s risk immediately on delivery to the customer or into custody on the customer’s behalf. Title to goods supplied shall not pass to the customer until all payments due to the Company under the relevant contract have been made in full. The Company reserves the right to repossess any goods the title to which has not yet passes to the customer without notice to the customer or liability and without prejudice to any other legal remedy and the customer hereby grants the Company the right to enter its [remises to repossess such goods accordingly at any time.

Customer's Property.

16. Except in the case of a customer who is not contracting in the course of a business nor holding himself out as doing so customer’s property and all property supplied to the printer by or on behalf of the customer shall while it is in the possession of the Company or in transit to or from the customer be deemed to be at customer’s risk unless otherwise agreed and the customer should insure accordingly.

Warranties and Liability.

17. In accordance with the normal practice of the trade of the Company undertakes to supply goods within a margin of 5 per cent (or 10 per cent in the case of colour work or list quantity estimates) of quantity ordered and this margin shall be charged or allowed for at the rate specified in the Company’s quotation for the quantity ordered.

18. Where the customer has notified the Company in accordance with condition 14 above that the goods delivered or services performed are defective, deficient or otherwise not in accordance with the contract and where the Company accepts that this is due to the fault of the Company, the making good the defective of deficient goods or services for no additional charge so far as practicable, provided that they goods are placed aside for inspection by the Company’s representative. Where materials or equipment are supplied or specified by the customer in connection with the contract, the Company shall be under no liability whatsoever for imperfect work caused by defects in or unsuitability such materials or equipment.

19. Defects in quality or dimensions in any delivery or part of the contract shall not be a ground for cancellation of the remainder of the contract.

20. In the execution of any order involving clerical, manual typing and key punching, or computer list processing, the Company will make every effort t achieve the highest possible standards, but is unable to guarantee total accuracy.

21. Unless otherwise stated, no representation is given as to the specification performance or Otherwise of goods or services to be provided and all conditions and warranties expresses or implied are exceeded so far as permitted by statue and save as expressly provided in These conditions or the quotation. No assurance is given as to the reliability of any information included in any catalogue or other document (saves these Conditions pr the Company’s quotation) none of which (save as aforesaid) shall form part of the contract.

22. Any oral representation or statement made by the Company or its servants or agents is a statement or opinion only and neither the Company nor its servants nor agents is responsible for the correctness of such opinion.

23. Save in respect of liability for death or personal injury resulting from negligence the liability of the Company:

* Shall be limited in total to the amount of the price or charge payable under any contract in respect of all claims arising under that contract.
* Shall not in any event extend to any defects which are caused by the circumstances beyond the reasonable control of the Company.
* Shall not in any circumstances extend to any indirect or consequential loss or damage whatsoever:
* Shall not in any circumstances extend to errors or statements in proofs which have been approved by the customer:
* Shall not in any circumstances extend to any property of the customer supplied or handed to the Company by or on behalf of the customer which shall remain entirely at the customer’s risk.

24. Unless otherwise specifically agreed, the Company shall not be responsible for checking property or data received from or on behalf of the customer and shall be entitled to assume that it meets the customer’s requirements in all respects.

25. Where the Company contracts as principles at laws with suppliers and with the media (to provide advertising) on behalf of customers, the liabilities of the Company to the customer shall be no greater and its rights against the customer no less than those which prevail in the trade and exist between the Company and the various suppliers and media.

Rights of the company.

26.

* The copyright in respect of all design work, copy and creative material produced by the Company shall be vested in the Company and the customer may only reproduce such design work, copy and creative material with the express permission of the Company which shall if given be in writing and signed by a director of the Company.
* All Artwork, patterns, dies, moulds, metal, film, computer discs and other material used by the Company in the production of plates, moulds, stereotypes, electrolytes, film setting, negatives, positives and all other items produced in connection with the contract (including systems and computer software) shall be and remain its exclusive property and the Company shall be free to use or dispose of them as it shall see fit.
* No property, title or right whatsoever in the computer programs, systems, lists, schedules, documents, or other items of whatsoever nature or kind used or developed by the Company in the preparation and production of mailing lists or mailing lists themselves or used or developed by the Company in the execution of the customer’s contract shall pass to or be acquired by the customer unless specifically otherwise agreed.

Periodical Publications.

28. Subject to provisions of Condition 31 of these Conditions 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 case of periodicals produced monthly or more frequently or 26 weeks notice in writing is given in the case of other periodicals. Notice ma be given at any time but wherever possible should be given after completion of work on any one issue.

General Lien.

29. The Company shall in respect of all unpaid debts and moneys due from the customer have a general lien on all goods and property of the customer in its hands and shall be entitled on the expiration of 14 days notice of dispose of such goods or property as it thinks fit and to supply the proceeds towards such debts and other amounts due.

Illegal Matter.

30.

* The Company shall not be required to print any matter, which in its sole opinion is or may be of an illegal or libellous nature or involves the infringement of any intellectual property rights.
* Where any material supplied by the customer to the Company for use in or in connection with the work is subject to intellectual property rights then in so far as such rights are vested in the customer the customer shall upon delivery of such material to the Company be deemed to have licensed the Company without charge to use such material for the production and any future sale of goods (including, unless otherwise agreed, the right for the Company to supply goods to any third party) and where such intellectual property rights are not vested in the customer the customer warrants that it has procured the grant of the license of the person in whom such intellectual property rights are vested authorising the Company to use such rights as aforesaid.
* The Company shall be indemnified by the customer in respect of any claims, damages, costs, penalties and expenses to which the Company may become liable as a result of work some in accordance with the customer’s specification or supplied information or requirement which involves any misleading, inaccurate, illegal or libellous matter produced for the customer or any infringement or intellectual property rights.

Right to Terminate.

31. If the customer shall make default in or commit a breach of the contract or any other of its obligations to the Company, or if any distress or execution should be levied upon the customer’s property or assets or if the customer shall make or offer to make arrangement or composition with creditors or commit any act of bankruptcy, or if any Petition or Receiving Order in Bankruptcy shall be presented or made against him, or if the customer is a limited company and any resolution or petition to wind-up such company’s business 9other than for the purpose of amalgamation or reconstruction) shall be passed or presented or if a Receiver of such company’s undertaking property or assets or any part thereof shall be appointed or it shall be unable to pay its debt within the meaning of S,123 of the Insolvency Act 1986, or if for any reason the Company has good cause for believing that the customer may make default in or commit a breach of the contract or of any other obligation to the Company, the Company shall have the right forthwith to determine any contract then subsisting with the customer and upon written notice of such determination being posted to the customer’s last known address any subsisting contract shall be deemed to have been determined but without prejudice to any claim or right of the Company which the Company may otherwise make or otherwise make or exercise.

Miscelaneous.

32. Where the customer supplies materials, adequate quantities must be supplied to cover spoilage.

33. The granting of time or any other concession shall in no way prejudice or constitute a waiver of the Company’s entitlement to enforce any rights under any contract.

34. Any notice pursuant to any other contract (including these conditions) shall be in writing signed by or on behalf of the person giving it and may be served by sending it by prepaid recorded delivery or registered post to the address given in the contract and shall be deemed to have been received on the following day from the date of posting.

35. Unless otherwise agreed, these Conditions and the contract shall be subject to and construed in accordance with English law and the Courts of England shall have exclusive jurisdiction in the case of any dispute between the parties to he contract.

Force Majeure.

36. Every effort will be made by the Company to carry out the contract but its due performance is subject to cancellation by the Company or to such variation as it may find necessary as a result of inability to secure labour, materials or suppliers or as a result of Any of God, War, Strike, Lockout or other labour dispute. Fire, Flood, Drought, Legislation or other cause (whether of the foregoing course or not) beyond the Company’s control.

Installment Contact.

37. Unless otherwise agreed the following provisions shall apply (but shall only apply) to the Installment Contract and where such provisions conflict with any of the foregoing Conditions of these Conditions such provisions shall prevail:

* Following the delivery of the first installment of the goods each subsequent delivery shall, unless otherwise agreed be made by the Company (at the Company’s option) and accepted by the customer not less than 10 months and not more than 14 months after the delivery of the immediately preceding installment.
* Payment for each installment shall thereupon become due and payable upon demand by the Company.
* The goods required to fulfil an Installment Contract may be produced in more than one print run and the Company shall have absolute discretion as to how many copies shall be printed in each print run in order to satisfy the total amount required,
* The contract price is based upon material costs at the date of the contract and any increases in material and labour costs arising after the date of the contract will be charged net as an extra cost.

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