Terms and Conditions

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
    • ‘Seller’ means the party providing the goods or service under these terms and conditions.
    • ‘Buyer’ means the party contracting with the Seller to acquire the goods and/or 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.
    • ‘Intermediate’ means all products produced during the production of the Work including, but not restricted to, screen charges, origination and intellectual property.
    • ‘Preliminary Work’ means all work done in the concept and preparatory stages (including, but not restricted to, design, artwork, colour matching, and sampling).
    • ‘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 FTP or any other communication link.
    • ‘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, administrative receiver appointed to it or being a person commits an act of bankruptcy or has a bankruptcy petition issued against them.
  2. Payment
    • Estimates/Quotes are based on the Seller’s current costs to supply the Work and, unless otherwise agreed in writing, are subject to amendment to meet any rise or fall in such costs, that may have taken place by the time of delivery.
    • Estimates/Quotes are given exclusive of tax and the Seller reserves the right to charge and the Buyer will pay any VAT or other taxes 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 be supplied.
    • 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.
    • The Seller, at his absolute discretion, may ask for part or full payment in advance of starting the Work.
    • If a Credit Account has been granted, payment is due by the end of the month following the month of invoice. If any items 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 not include delivery charges. Delivery charges to addresses specified by the Buyer will be charged extra, unless otherwise agreed at the time of placing the order for the Work.
    • Should the Work be suspended or delayed by the Buyer for any reason, the Seller shall be entitled to charge for storage, artwork costs and for loss of 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.
  3. Credit Facilities
    • Credit Accounts may be granted to applicants who complete the Seller’s Credit Account Application Form and who satisfy the Seller’s criteria. Where an Credit Account is 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 shall become due and payable immediately.
  4. 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. If no delivery dates are provided, delivery of the Work will be made within a reasonable time.
    • Unless otherwise agreed in writing (in which case an extra charge may be made) delivery will be made to an address agreed with the Buyer, and will be kerbside, with the Buyer making the arrangements for off-loading and for any additional transportation to the goods final destination/storage space.
    • 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 these extra costs.
    • Should expedited delivery be agreed, the Seller shall be entitled to make an extra charge to cover any additional costs.
  5. Materials supplied or specified by the Buyer
    1. The Buyer warrants to the Seller that it has the right and title to any items supplied by itself to the Seller along with the right to authorise it’s use.
    2. 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.
    3. OTHER MATERIALS
      • Any other materials owned by the Buyer and supplied to the Seller for use in production 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 discretion, replace such material with unused material of a similar or better quality.
      • The Seller may reject any paper, disc, film, plates, electronic file or other materials supplied or specified by the Buyer that appear to be unsuitable for the purpose intended. Additional costs 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). This Work can not be described as Defective for the purposes of these conditions.
      • 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/quoted price.
    4. 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.
      • Where the Work involves the storage of the goods by the Seller, prior to the distribution of the goods to the Buyer, the following shall apply: Full delivery shall have taken place when the goods arrive at the storage address. The Seller shall be entitled to invoice the Buyer for the full price of all the goods on delivery to the storage address. The Seller shall be entitled to charge delivery charges for the subsequent delivery (on call off) to addresses specified by the Buyer.  This charge will be based on the location of the delivery and the quantity delivered. The Seller shall be entitled to submit monthly invoices for storage costs, unless agreed otherwise at the time of placing an order.
      • For the avoidance of doubt, the Buyer shall insure the goods whilst being stored on his behalf.
    5. 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 they may be destroyed without further notice, unless otherwise agreed in writing.
  6. Materials and equipment supplied by the Seller
    • Any materials owned by the Seller and used in production of preliminaries, intermediates, and electronic files shall remain the Seller’s exclusive property.
    • 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.
  7. 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.
    • 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. Proofs and Variation
    • The Seller shall incur no liability for any errors not corrected by the Buyer where the Buyer has been provided with the proofs. The Buyer’s alterations and additional proofs necessitated thereby may be charged extra. When style, type or layout is left to the Seller’s judgement, changes therefrom made by the Buyer, may 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 the difference in equipment, paper, inks and other conditions between colour proofing and production runs, a reasonable variation in colour between colour proofs and the completed Work will be deemed acceptable unless otherwise agreed in writing.
    • VARIATION IN QUANTITY
      • Every endeavour will be made to deliver the correct quantity ordered, but estimates are conditional upon margins of 5% for work being allowed for overs and unders. The same to be charged if agreed in writing.
  9. Cancellation
    • Once an order has been placed by the Buyer and acknowledged by the Seller, the Work may not be cancelled (in whole or in part), except by agreement in writing.
    • In the event that cancellation is agreed, the Seller may recover from the Buyer any losses it has incurred resulting from the said cancellation.
  10. Claims and Liability
    1. CLAIMS
      • Advice of damage, delay or lose of goods in transit or of non-delivery must be given in writing to the Seller within 7 days of delivery (or in the case of non-delivery within 7 days of notification of despatch) and any claim in respect thereof must be made in writing to the Seller within a reasonable time scale. 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 aforesaid requirements have been complied with except in any particular case where the Buyer proves that: (i) it was not possible to comply with these 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.
    2. LIABILITY
      • In so far as is permitted by law, 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 in respect of the Work.
      • The Seller shall not be liable in respect of any defects arising where the Work has been supplied in accordance with the Specifications supplied by, or per directions received from the Buyer, or where the Work supplied is of a similar quality and standard to any samples supplied to the Buyer.
      • 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 the 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.
      • Where possible, Defective Work shall be returned to the Seller or destroyed, before replacement or credits can be issued. If the Work or evidence of destruction 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 to do so. If the Buyer opts to have the Work re-done by a 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 the 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 reasonably practical 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.
  11. 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.
  12. 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 to be discharged from all liability in respect of such goods or property.
  13. 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 proprietary or personal rights. The indemnity shall include (without limitation) any amounts paid on a lawyers advice in settlement of any claim that any matter is libellous or such an infringement.
  14. 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 actions 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 the work done and materials used, but subject thereto shall otherwise accept delivery when available.
  15. Assignment and Sub-contracting
    • The Seller may assign its rights and obligations for the Work, in full or in part to any person, firm, company or sub-contract any of its obligations to a third party. The Buyer may not assign its rights and obligations for the Work, in full or in part, without the Seller’s written consent.
  16. Data Protection
    • The Buyer is hereby notified that the Seller may transfer personal information about the Buyer to a Credit Agency pursuant of clause 2f above.
  17. 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.
  18. 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.
  19. Consumers
    • Nothing in these Terms shall affect the rights of Consumers.
  20. Severability
    • All clauses and sub-clauses of the Agreement are severable and if any clause or identifiable part thereof is held to be unforceable 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.