Conditions of Sale In these Conditions: “Conditions” means the standard terms and conditions of sale set out in this document and unless the context otherwise requires, includes any special terms and conditions agreed in writing between the Printer and the Customer; “Customer” means the person or company whose order for Work is accepted by the Printer; “Printer” Fosco Hayes Hurdley Ltd, 105 Hospital Street, Hockley, Birmingham, B19 3XB. “Work” means all work undertaken by the Printer for the Customer together with any goods which the Printer is to supply in accordance with these Conditions.
(a) The Printer shall supply and the Customer shall purchase the Work in accordance with a written order of the Customer which is accepted by the Printer subject to these Conditions. A binding contract shall be formed once the Printer has accepted the Order which shall constitute an offer by the Customer to purchase the Work. The Work shall be supplied and charged in accordance with an estimate supplied to the Customer by the Printer (“Estimate”) as varied in accordance with these Conditions. (b) No variation to these Conditions shall be binding unless agreed in writing between the authorised representatives of the Printer and the Customer. (c) All Work undertaken for the Customer by the Printer, including but not limited to experimental and preliminary Work, shall be charged in accordance with the Estimate.
Estimates are based on the Printer’s then costs of production and unless otherwise agreed, are subject to amendment on or at any time after acceptance by the Customer to meet any variations in such costs.
All sums quoted or due to the Printer from the Customer shall be deemed to be exclusive of all value added tax and other applicable taxes and charges unless otherwise stated, and all such taxes shall be payable by the Customer in addition.
The Printer shall be entitled to invoice the Customer for the Price of the Work at any time after completion of the Work. The Customer shall pay the price of the Work as set out on the invoice once advised by the Printer that the Work has been completed.
A charge may be made to cover any additional Work undertaken by the Printer where copy supplied by the Customer is not clear and legible.
Proofs of all Work may be submitted for Customer’s approval. The Printer shall not be liable for any errors in final Work which are due to errors not corrected by the Customer at the proofing stage. Customer’s alterations after the proofs have been approved and additional proofs necessitated thereby shall be charged for in addition. When style, type or layout is left to the Printer’s judgement, changes made by the Customer to such style type or layout shall be charged for in addition.
(a) The Work shall be delivered on the date agreed between the Customer and the Printer but for the avoidance of doubt time shall not be of the essence for the purposes of this clause. Work shall be deemed to be accepted by the Customer when delivered or, if earlier, on notification by the Printer that the Work has been completed. (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 if delivery is required to a different address. (c) Should expedited delivery be agreed an extra charge may be made to cover any overtime or 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 or more the Printer shall be entitled to payment for Work already carried out, materials specially ordered and other additional costs incurred including but not limited to costs of storage. (e) Subject to the provisions of clause 11(d), ownership in the Work and any intellectual property rights in the Work shall pass to the Customer once payment of all sums due to the Printer from the Customer have been paid in full. Notwithstanding ownership remaining with the Printer until such payment is made, risk in the Work shall pass to the Customer upon completion of the Work and the Customer shall be responsible for insuring the Work from that point onwards.
The Printer will use reasonable endeavours to deliver the quantity ordered, but Estimates are conditional upon margins of 5 per cent for Work in one colour only and 10 per cent for other Work being allowed for overs or shortage (4 per cent and 8 per cent respectively for order quantities exceeding 50,000). The price set out in the Estimate may be varied to reflect the numbers supplied.
Advice of damage, delay or partial loss or goods in transit or of non-delivery must be given in writing to the Printer and the carrier within three days of delivery (or, in the case of non-delivery, within 28 days of dispatch of the Work) and any claim in respect thereof must be made in writing to the Printer and the carrier within seven days of delivery (or in the case of non-delivery, within 42 days of dispatch). 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 to the Printer and the carrier and the claim made as soon as reasonably possible thereafter.
(a) The Printer shall not be liable for any loss to the Customer arising from any delay in transit of the Work or other materials not caused by the Printer. (b) Where any valid claim in respect of any Work which is based on any defect in the quantity or condition of the Work is notified to the Printer within 7 days of the date of delivery of the Work, the Printer shall be entitled to replace the Work (or the part in question) free of charge or, at the Printer’s sole discretion, refund to the Customer the price of the Work. (c) Except in respect of death or personal injury caused by the Printer’s negligence, the Printer shall not be liable to the Customer by reason of any representation (unless fraudulent), or any implied warranty, condition or other term, or any duty at common law or under any of these Conditions for any indirect, special or consequential loss or damage (whether for loss of profit, use, contract, goodwill or otherwise), costs, expenses or other claims for compensation whatsoever (whether caused by the negligence of the Printer, its employees or agents or otherwise) which arise out of or in connection with the supply of the Work or its use by the Customer. (d) The entire liability of the Printer under these Conditions shall in no circumstances exceed the price of the Work to which the claim relates. (e) The Printer shall not be liable to the Customer or be deemed to be in breach of these Conditions by reason of any delay in performing, or any failure to perform, any of the Printer’s obligations in relation to the Work, if the delay or failure was due to any cause beyond the Printer’s reasonable control which shall include but not be limited to Act of God, explosion, flood, tempest, fire or accident, war or threat of war, sabotage, insurrection, civil disturbance, terrorism, requisition, acts, restrictions, regulations, bye-laws, prohibitions or measure of any kind on the part of any governmental, parliamentary or local authority, import or export regulations or embargoes, strikes, lock-outs or other industrial actions or trade disputes (whether involving employees of the Seller or of a third party), difficulties in obtaining raw materials, labour, fuel, parts or machinery and power failure or breakdown in machinery.
(a) Metal, film, glass and other materials owned by the Printer and used by him in the production of plates, moulds, stereotypes, electrotypes, film-setting, negatives, positive and the like shall remain his exclusive property. Such items when supplied by the Customer shall remain the Customer’s property. (b) Customer’s property and all property supplied to the Printer by or on behalf of the Customer shall, whilst it is in the possession of the Printer or in transfer to or from the Customer, be deemed to be at Customer’s risk unless otherwise agreed and the Customer must insure such property accordingly. (c) 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 an order or after notification to the Customer of completion of the Work. Any intellectual property rights in design Work created for the Customer by the Printer shall remain the exclusive property of the Printer unless otherwise agreed in writing.
(a) The Printer may reject any paper, plates or other materials supplied or specified by the Customer which appear to him to be unsuitable for the purposes for which they are intended. Additional cost incurred if materials are found to be unsuitable during production may be charged to the Customer 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 use reasonable endeavours 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 must be adequate to cover normal spoilage. The Printer reserves the right to order or acquire such extra materials as may be required to complete the Work and to charge the Customer for such materials.
If the Customer makes any voluntary arrangement with its creditors or (being an individual or firm) becomes bankrupt or (being a company) becomes subject to an administration order or goes into liquidation (whether voluntary or involuntary and otherwise than for the purposes of amalgamation or reconstruction), or an encumbrancer takes possession, or a receiver is appointed, of any of the property or assets of the Customer, or the Customer ceases, or threatens to cease, to carry on business (or the Printer reasonably apprehends that any of the events mentioned above is about to occur in relation to the Customer and notifies the Customer accordingly) or the Customer commits any breach of these Conditions or fails to pay any sum due then, without prejudice to any other right or remedy available to the Printer, the Printer shall be entitled to cancel any contract for provision of Work or suspend any further deliveries without any liability to the Customer, and if the Work has been delivered but not paid for, all amounts shall become immediately due and payable notwithstanding any previous agreement or arrangement to the contrary and the Printer shall have a lien on all Work and other property of the Customer in its possession and shall be entitled to dispose of such Work and property as it sees fit and to apply the proceeds to the amount owed. If any Work has been commenced but not delivered, the Printer shall have the right to charge for Work already undertaken, whether or not completed, together with any materials purchased.
(a) The Printer shall not be obliged to print any matter which in his opinion is or may be of an illegal or libellous or defamatory nature or an infringement of the proprietary or other rights of any third party. (b) The Printer shall be indemnified by the Customer in respect of any losses, damages, liabilities, costs and expenses suffered by the Printer as a result of any claims made or threatened against the Printer that the Work infringes the intellectual property rights of any other person or that the Work contains any illegal, libellous or defamatory materials. Such indemnity shall include payment of any legal or other professional fees incurred by the Printer as a result of such threats or claims.
(a) Any notice required or permitted to be given by either party to the other under these Conditions shall be in writing addressed to that other party at its registered office or principal place of business or such other address as may at the relevant time have been notified to the party giving the notice. (b) No waiver by the Printer of any breach of these Conditions by the Customer shall be considered as a waiver of any subsequent breach of the same or any other provision. (c) If any provision of these Conditions is held by any competent authority to be invalid or unenforceable in whole or in part, the validity of the other provisions of these Conditions and the remainder of the provision in question shall not be affected. (d) These Conditions shall be governed by the laws of England, and the Customer agrees to submit to the exclusive jurisdiction of the English courts. (e) Whenever under these Conditions any sum of money shall be recoverable from or payable by the Customer, the same may be deducted from any sum then due or which at any time may become due to the Customer under these Conditions.
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