Terms and Conditions
Trinity Mirror Printing Ltd Terms & Conditions
“We” and “Us” means Trinity Mirror Printing Ltd of the address stated overleaf. “You” and “your” means the customer named in the relevant quotation and/or invoice. “Work” includes printing, typesetting, page make up, online internet display, collation, distribution and mailing facilities. “Goods” includes [paper and other] tangible property. “Terms and Conditions” means the terms and conditions set out on this page and in writing.
Your acceptance of our quotation, which is subject to the Terms and Conditions, forms the entire agreement between us (“Agreement”), and the Terms and Conditions shall prevail over any inconsistent terms and conditions contained in your order form, correspondence or otherwise. We shall not be bound by any condition, warranty, representation or statement – whether written or oral – at variance with these Terms and Conditions, unless the same is agreed in writing and signed by our duly authorised representative. Your delivery of work instructions is deemed to be your acceptance of these terms and conditions to the exclusion of any other contractual terms.
We will deliver Work in accordance with any previously supplied sample or proof or, where none, our written standards, policies and systems using all reasonable endeavours at all times, subject to normal variations within the production process.
4. Charges and Payment
The charges are as set out on the face of this document, unless otherwise agreed in writing. VAT will be charged at the appropriate rate for the services supplied. You will be required to make prepayment prior to the Work commencing, by way of cleared funds. This will continue unless and until credit terms have been agreed in writing pursuant to clause 21 below. If those credit terms are breached or your account is overdue, we may cancel your credit terms and/or delay production and/or postpone or terminate this Agreement.
5. Notice Period
If you terminate this Agreement where it relates to the printing [or display] of a periodical publication by giving less than 13 weeks’ notice, for each week of the default you shall pay to us as liquidated damages sums equivalent to 70% of the non-newsprint element of the average weekly invoices for the 13 weeks prior to termination. We will give not less than 13 weeks’ notice of termination of this Agreement, provided that if your account does not remain within the terms set out herein, for whatever reason, we may terminate this Agreement immediately, by written notice.
Unless otherwise agreed in writing between the parties, delivery of the Work shall occur, and risk in the Work and any relevant Goods shall pass to you, when the Work/Goods are made available for loading by you at our premises. We are not able to store your Work or Goods without prior arrangement but, if we do store your Work or Goods, it will be at your risk and it will be your responsibility to insure them from the moment of delivery as described above. We are not responsible for any delays in transit.
7. Standing Material
All Work or Goods held by us will remain our property until you have paid for them.
Digital files and other materials used by us in the Work shall remain our exclusive property (except where supplied by you). We will make every endeavour to source materials in accordance with our supplied samples and/or quotation. Where supplies cannot be guaranteed, if necessary and where possible we will at our discretion use a suitable alternative. We may reject any digital files or other material supplied by you that we judge unsuitable. It is not our responsibility to check suitability of material. If any extra costs are incurred in using unsuitable material you may be charged, and whilst we will take every care to obtain the best results no responsibility is assumed by us for imperfect Work caused by defects in or unsuitability of materials so supplied or specified.
Any claim must be made to us in writing within 7 days of delivery. We will not accept the return of any Work or any other liability unless we have been able to first inspect the subject of the complaint.
10. Limitation or Liability
(a) We shall not be liable for any loss to you arising from any delay in delivery not caused by us.
(b) Except in relation to contracts with persons dealing as consumers, all representations, guarantees, undertakings, conditions and warranties (whether express or implied, statutory or otherwise) are excluded from this Agreement.
(c) [In no circumstances shall we be liable for any liability for negligence or otherwise howsoever in respect of any advice given to you.]
(d) Without prejudice to the above:
(i) we shall under no circumstances be liable for indirect or consequential loss, or for loss of profits or savings or for loss of production;
(ii) our liability for faulty or defective work shall be limited to (at our option) either rectifying the defect or fault or replacing the Work or crediting the invoice value of the Work; and
(iii) we shall under no circumstances be liable for any loss or damage in excess of the invoice price of the Work in respect of which a claim is made. We do not seek to exclude liability for death or personal injury caused by our negligence.
11. Illegal Matter
We shall not be required to print or display any matter which in our opinion may be illegal, offensive or defamatory or which might infringe any third party rights or which could involve any criminal or tortuous liability or damage our reputation. If we cannot agree suitable changes with you or if we cannot promptly contact you, we reserve the right to impose changes without incurring any liability to you.
You will indemnify us against any damages, costs, expenses (including legal costs and expenses) or any other liability arising from any actual or threatened third party complaint, claim, action, proceedings or prosecution against us arising from our work for you.
If you are unable to pay your debts in the ordinary course of business or have security enforced against any property or assets belonging to you or you enter into liquidation or have an administrator or receiver appointed, whether compulsorily or voluntarily, or otherwise becomes subject to the insolvency laws of England and Wales or anyanalogous laws of any other jurisdiction in which you carry on business we (without prejudice to other remedies) shall:
(i) have the right not to proceed further with our obligations and shall be entitled to charge for the work already carried out and materials purchased for you, such charge to be an immediate debt from you, and
(ii) in respect of all unpaid debts due from you, have a general lien on all Work, Goods or other property in our possession (whether worked on or not) and shall be entitled on the expiration of 14 days’ notice to dispose of such items in such manner and at such price as we think fit and to apply the proceeds towards such debts.
14. Force Majeure
We shall not be responsible for any delay or inability to carry out the requirements of this Agreement, or other problems due to any cause beyond our reasonable control. If this continues for more than seven days you may give notice to terminate this Agreement and pay for any work done or materials used, but otherwise you shall accept delivery when available.
Each of us undertakes with the other not to divulge to any third party (except to its employees, agents and sub-contractors) the terms of this Agreement or any information of a confidential nature relating to the business or affairs of the other which it has received from the other in connection with this Agreement unless required to do so by law or as necessary in order to obtain professional advice. This undertaking shall continue to apply after the termination of this Agreement for whatever reason without limit in point of time but shall cease to apply to any information which may come into the public domain otherwise than through unauthorised disclosure by that party.
You acknowledge that you do not rely on any verbal or written representation, warranty or other provision except as provided in these terms and conditions and that all conditions, warranties or other terms implied by statute or common law are excluded to the fullest extent permitted by law. Unless otherwise agreed in writing and for the avoidance of doubt no Trinity Mirror employee has authority to make any statement or representation about the goods or services or work done and supplied under this Agreement.
Nothing contained herein shall prevent us from, at any time, assigning this Agreement or our rights and obligations under it.
18. Third parties
Both parties agree that no third party shall have any rights to enforce any term, condition, warranty or otherwise of this Agreement under the Contracts (Rights of Third Parties) Act 1999 (or otherwise).
If any provision of this Agreement is found to be void or unenforceable in whole or in part the other provisions of this Agreement and the remainder of the affected provisions shall continue to be valid.
No failure or delay by us in enforcing any of the terms of this Agreement or the granting of time shall prejudice, affect or restrict our rights and powers under this Agreement nor
shall any waiver by us of any breach of this Agreement operate as a waiver of, or in relation to, any subsequent or any continuing breach of this Agreement.
No variation of this Agreement shall be effective unless made in writing and signed by the duly authorised representatives of each of the parties hereto.
22. Disputes and set-off
Any liability upon us is subject to the terms of payment and all other obligations upon you being strictly observed. You shall not be entitled to withhold payment of any amount payable to us under this Agreement because of any disputed claim against us.
23. English Law
Our Agreement is subject to the law of England and Wales and you agree to submit to the jurisdiction of the Courts of England and Wales. We reserve the right, under the Printers, Newspapers and Reading Rooms Repeal Act 1869 and the Printer’s Imprint Act 1961 to apply our imprint to all work produced by us under this Agreement.