(a) All contracts shall incorporate the following terms and conditions which prevail over any inconsistent terms and conditions contained in the Customer’s order form, correspondence or otherwise. The Printer 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 the Company’s duly authorised representative.
(b) Any quotation submitted by the Printer is an invitation to treat not an offer. The placing of any order by the Customer orally or in writing and whether or not a quotation has been submitted shall constitute an offer by the Customer and a contract shall be effected if and when such offer is accepted in writing by the Printer and not at any earlier time. However, quotations shall only be open for the making of an offer within the period stated therein or, where no period is specified, within 30 days from the date thereof. Any orders placed by the Customer with an employee or representative of the Printer are subject to written acceptance by the Printer in accordance with this clause.
1 PRICE VARIATION
Estimates are based on the Printer’s current costs of production and, unless otherwise agreed, are subject to amendment on or at any time after acceptance to meet any rise or fall in such costs.
Except in the case of a customer who is not contracting in the course of a business nor holding himself out as doing so, the Printer reserves the right to charge the amount of any Value Added Tax payable whether or not included on the estimate or invoice.
3 PRELIMINARY WORK
All work carried out, whether experimentally or otherwise, at Customer’s request shall be charged.
A charge may be made to cover any additional work involved where copy supplied is not clear and legible.
Proofs of all work may be submitted for Customer’s approval and the Printer 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 printer’s judgment, changes there from made by the Customer shall be charged extra.
6 DELIVERY AND PAYMENT
(a) Delivery and work shall be accepted when tendered and thereupon or, if earlier, on notification that the work has been completed the ownership shall pass and payment shall become due.
(b) Unless otherwise specified the price quoted is for delivery of the work to the Customer’s address as set out in the estimate. A charge may be made to cover any extra costs involved for delivery to a different address.
(c) Should expedited delivery be agreed an extra may be charged to cover any overtime or any other additional costs involved.
(d) Should work be suspended at the request of or delayed through any default of the Customer for a period of 30 days the printer shall then be entitled to payment for work already carried out, materials specially ordered and other additional costs, including storage.
(e) Save as may be expressly agreed between the printer and the Customer in writing, payment in full must be made within 30 days following the date of the invoice. Interest at 4 per cent over the base rate for the time being of Lloyds Bank Limited will be charged on all monies outstanding after this time until the actual date of payment and any cash discount referred to in the quotation or elsewhere will not be allowed.
7 VARIATIONS IN QUANTITY
Every endeavour will be made to deliver the correct quantity ordered, but estimates are conditional upon margins of 5 per cent for work in one colour only and 10 per cent f or other work being allowed for overs or shortage (4 per cent and 8 per cent respectively for quantities exceeding 50,000) the same to be charged or deducted.
Advice of damage, delay or partial loss of goods in transit or of non-delivery must be given in writing to the Printer and the carrier within 3 clear days of delivery (or, in the case of non-delivery, within 28 days of despatch of the goods) and any claim in respect thereof must be made in writing to the Printer and the carrier within 7 clear days of delivery (or, in the case of non-delivery, within 42 days of despatch). All other claims must be made in writing to the Printer within 28 days of delivery. The Printer shall not be liable in respect of any claim unless the aforementioned requirements have been complied with except in any particular case where the Customer proves that (a) it was not possible to comply with the requirements and (b) advice (where required) was given and the claim made as soon as reasonably possible.
(a) The Printer shall not be liable for any loss to the Customer arising from delay in transit not caused by the Printer. Nor shall the Printer be held liable for late delivery caused by the action of, or delay on, the part of the Customer.
(b) Except in relation to contracts with persons dealing as consumers, all representations, guarantees, undertakings, conditions and warranties (whether expressed or implied, statutory or otherwise) are excluded from this contract.
(c) In no circumstances shall the Company be under any liability for negligence of otherwise howsoever in respect of any advice given to the Customer.
(d) Without prejudice to the foregoing:
(i) The Company shall in no circumstances be liable for incidental or consequential loss (including without limitation loss of profits or loss of production) suffered by the Customer or others.
(ii) The Company’s liability in respect of defective or faulty work shall be limited to (at its option) either rectifying the defect or fault or replacing the work or crediting the invoice price of the goods.
(iii) The Company shall in no circumstances be liable for any loss or damage in excess of the invoice price of any work or any part thereof in respect of which a claim is made.
10 STANDING MATERIAL
(a) Metal, film, glass and other materials owned by the Printer and used by him in the production of type, plates, moulds, stereotypes, electrotypes, film-setting, negatives, positives and the like shall remain his exclusive property. Such items when supplied by the Customer shall remain the Customer’s property.
(b) Type may be distributed and lithographic, photogravure or other work effaced immediately after the order is executed unless written arrangements are made to the contrary. In the latter event, rent may be charged.
11 CUSTOMER’S PROPERTY
(a) 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 Printer 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.
(b) The Printer shall be entitled to make a reasonable charge for the storage of any Customer’s property left with the Printer before receipt of the order or after notification to the Customer of completion of the work.
12 MATERIALS SUPPLIED BY THE CUSTOMER
(a) The Printer may reject any paper, plates or other materials supplied or specified by the Customer which appear to him to be unsuitable. 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 Printer in ascertaining the unsuitability of the materials then that amount shall not be charged to the Customer.
(b) Where materials are so supplied or specified, the Printer will take every care to secure the best results, but responsibility will not be accepted for imperfect work caused by defects in or unsuitability of materials so supplied or specified.
(c) Quantities of materials supplied shall be adequate to cover normal spoilage.
If the Customer ceases to pay his debts in the ordinary course of business or cannot pay his debts as they become due or being a company is deemed to be unable to pay its debts or has a winding-up petition issued against it or being a person commits an act of bankruptcy or has a bankruptcy petition issued against him, the Printer without prejudice to other remedies shall
(i) have the right not to proceed further with the contract or any other work for the Customer and be entitled to charge for work already carried out (whether completed of not) and materials purchased for the Customer, such charge to be an immediate debt due to him, and
(ii) in respect of all unpaid debts due from the Customer have a general lien on all goods and property 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 in such manner and at such price as he thinks fit and to apply the proceeds towards such debts.
14 ILLEGAL MATTER
(a) The Printer 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 of other right of any third party.
(b) The Printer shall be indemnified by the Customer in respect of any claims, costs and expenses arising out of any libellous matter or any infringement of copyright, patent, design or of any other proprietary or personal rights contained in any material printed for the Customer. The indemnity shall extend to any amounts paid on a lawyer’s advice in settlement of any claim.
15 PERIODICAL PUBLICATIONS
(a) 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 the case of periodicals produced monthly or more frequently or 26 weeks’ notice in writing is given in the case of other periodicals. Notice may be given at any time but whenever possible should be given after completion of work on any one issue. Nevertheless the Printer may terminate any such contract forthwith should any sum due there under remain unpaid.
(b) In the event of such notice being given by the Customer as referred to in paragraph (a) the Printer shall be at liberty to charge to the Customer the cost of any materials purchased by the Printer to fulfil the contract the Customer if such materials cannot be used by the Printer in the course of its business. If such materials cannot be used by the Printer and the Printer incurs a loss in selling the materials then the Customer shall repay to the Printer such loss as the Printer incurs.
16 FORCE MAJEURE
The Printer shall be under no liability if he shall be unable to carry out any provision of the contract for any reason beyond his control including (without limiting the foregoing) Act of God, legislation, war, fire, flood, drought, failure of power supply, lock-out, strike or other action taken by employees in contemplation of 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 Customer may be written notice to the Printer elect to terminate the contract and pay for work done and materials used, but subject thereto shall otherwise accept delivery when available.
These conditions and all other express terms of the contract shall be governed and construed in accordance with the laws of England. The Printer reserves the right, under the Printers, Newspapers and Reading Rooms Repeal Act 1869, and Printer’s Imprint Act 1961 to apply their imprint to all worked produced at the Printers premises.
18 DISPUTES AND SET -OFF
Any liability upon the printer is subject to the terms of payment and all other obligations upon the Customer being strictly observed. The Customer shall not be entitled to withhold payment of any amount payable to the Printer under any contract because of any disputed claim against the printer.
No failure or delay on the part of the Printer to exercise his rights under the contract shall operate as a waiver thereof or shall any single nor partial exercise of any such right exclude any other or further exercise thereof. Any waiver of a breach of any provision of the contract shall not affect the Printer’s rights in the event of any further or additional breach or breaches.
20 MACHINE READABLE CODES
(a) In the case of machine readable codes or symbols the Printer shall print the same as specified or approved by the Customer in accordance with generally accepted standards and procedures.
(b) The Customer shall be responsible for satisfying himself that the code or symbol will read correctly on the equipment likely to be used by those for whom the code or symbol is intended.
(c) The Customer shall indemnify the printer against any claim by any party resulting from the code or symbol not reading or not reading correctly for any reason, except to the extent that such claim arises from any failure of the Printer to comply with paragraph (a) above which is not attributable to error falling within the tolerances generally accepted in the trade in relation to printing of this sort.