CONDITIONS OF SALE
In these Conditions “the Company” means L&S Printing Company Limited. All business undertaken by the Company is transacted subject to the conditions hereinafter set out each of which shall be deemed to be incorporated in any agreement between the Company and its customers. No agent, representative or employee of the Company has authority to alter or vary these conditions.
The Company reserve the right to charge the amount of any Value Added Tax payable whether or not included on the estimate or invoice.
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’sapproval 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 therefore made by the customer shall be charged extra.
DELIVERY AND PAYMENT
a) The Company shall use its reasonable endeavours to meet delivery dates but, unlessotherwise agreed in writing, time shall not be of the essence of the contract. In no circumstances shall the Company be liable for any delay in transit, howsoever caused.
b) Delivery of work shall be deemed to be made when tendered. The customer shall make all arrangements necessary to take delivery of work whenever it is tendered for delivery and upon such tender the Company may invoice the customer.
(i) All work shall be at the customers risk as from delivery.
(ii) In spite of delivery having been made ownership of work shall not pass from the Company until the customer shall have paid for the work in full and no other sums whatever shall be due from the customer to the Company.
(iii) Until the ownership of the work passes to the customer in accordance with sub-clause
(iv) the customer shall hold the work and each part of it on a fiduciary basis as bailee for the Company. The customer shall store the work (at no cost to the Company) separately from all other goods in its possession and marked in such a way that they are clearly identified as the Company’s property.
(iv) Notwithstanding that the work or part of it remains the property of the Company the customer may sell or use the work in the ordinary course of its business at full market value for the account of the Company. Any such sale or dealing shall be a sale or use of the Company’s property by the customer on the customer’s own behalf and the customer shall deal as principal when making such sales or dealings. Until ownership in the work passes from the Company the entire proceeds of sale or otherwise of the work shall be held in trust for the Company and shall not be mixed with other money or paid into any overdrawn bank account and shall be at all material times identified as the Company’s money.
(v) The Company shall be entitled to recover the price of the work together with VAT notwithstanding that ownership in any of the work has not passed from the Company.
(vi) Until such time as ownership in the work passes from the Company the customer shall upon request deliver up such of the work as has not ceased to be in existence or re-sold to the Company. If the customer fails to do so the Company may enter upon any premises owned, occupied or controlled by the customer where the work is situated and re-possess the work. On the making of such request the rights of the customer under Clause (iv) shall cease.
(vii) The customer shall not pledge or in any way charge by way of security for any indebtedness any of the work which is the property of the Company. Without prejudice to the other rights of the Company if the customer does so all sums whatever owing by the customer to the Company shall forthwith become due and payable.
(viii) The customer shall insure and keep insured the work to the full price thereof against “all risks” to the reasonable satisfaction of the Company until the date that ownership of the work passes from the Company and shall whenever requested by the Company produce a copy of the Policy of Insurance. Without prejudice to the other rights of the Company if the customer fails to do so all sums whatever owing by the customer to the Company shall forthwith become due and payable.
(ix) The customer shall promptly deliver the prescribed particulars of this contract to the Registrar in accordance with the Companies Act 1985 part XII as amended.
d) Unless otherwise specified the price quoted is for delivery of the work to the customer’s address as set out in the estimate. Further charges may be made to cover extra costs involved for delivery to any other address and addresses.
e) The Company shall be entitled to charge for all overtime and other additional costs so incurred as a result of the customer causing delay in the supply of copy or materials or movement in delivery dates.
f) 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 Company shall then be entitled to payment for work already carried out, materials specially ordered and other additional costs including storage.
6. CREDIT FACILITIES
Credit facilities are offered only after the receipt of satisfactory credit references (please ask for our “Application for Monthly Credit Account” form), and after a satisfactory trading relationship with the Company has been attained. Until these conditions are met please note that Cash is payable on delivery of the goods. Accounts not settled in 15 days are liable to an excess charge of 2% per month on the total Invoice cost.
7.CLAIMS AND VARIATIONS IN QUANTITY
a) Advice of damage, delay or partial loss of work in transit or of non-delivery must be given in writing to the Company and the carrier by Recorded Delivery within 3 clear days of delivery (or in the case of nondelivery, within 2 days of despatch of the work) and any claim in respect thereof must be made in writing to the Company and the carrier by Recorded Delivery within 5 clear days of delivery (or in the case of non-delivery, within 3 days of despatch). All other claims must be made in writing to the Company by Recorded Delivery within 5 days of delivery. The Company shall not be liable in respect of any claim unless the aforementioned requirements have been complied with except in any 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.
b) Every reasonable endeavour will be made to deliver the quantity ordered but quotations are conditional upon a margin of 10 per cent being allowed for overs and shortages the same to be charged or deducted respectively. All work the subject of claims or complaint (except as to loss) must be retained and made available to the Company for inspection failing which any such claim or complaint cannot be considered.
a) 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.
b) In no circumstances shall the Company be under any liability for negligence or otherwise howsoever in respect of any advice given to the customer.
c) 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 work.
(iii) The Company shall in no circumstances be liable for any loss or damage in excess of the invoice price or any work or any part thereof in respect of which a claim is made.
LIABILITY FOR DATA DIVULGED OR CORRUPTED THROUGH HACKING, ETC
In the case of a customer who supplies data to the printer by e-mail, ISDN or other electronic means, the customer shall indemnify the printer against any claim by any person, firm or corporation in respect of or resulting from the divulgence of or corruption to
a) any data held by the printer in connection with the contract which divulgence or corruption occurs directly or indirectly as a result of unlawful access by any person whatsoever (other than the printer or his employees) by electronic means to the printer’s computers and/or ancillary equipment and
b) any data (to whomsoever belonging) held by the printer which divulgence or corruption occurs directly or indirectly as a result of access by the customer or his employees by electronic means to the printer’s computers and/or ancillary equipment. Provided always that the customer shall have retained a security duplicate of data supplied to the printer and makes the same available to the printer on request, the printer shall restore at the printer’s expense any data lost as a result of any such unlawful access by any person other than the customer, its employees or agents. This clause shall not in any event apply in the case of a customer who is not contracting in the course of a business nor holding himself out as doing so.
10. STANDING MATERIAL
a) Metal, film, glass, tapes (paper and magnetic) and other materials owned by the Company and used by it in the production of type, plates, moulds, stereotypes, electrotypes, film-setting, negatives, positives and the like shall remain its exclusive property. Such items when supplied by the customer shall remain the customer’s property.
b) Type may be distributed and lithographic, photogravure, tapes or other work effaced immediately after the order is executed unless written arrangements are made to the contrary. In the latter event, the Company shall be entitled to charge a reasonable rent.
11. CUSTOMER’S PROPERTY
a) Except in contracts with persons dealing as consumers, customer’s property and all property supplied to the Company 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 the customer’s risk unless otherwise agreed in writing and the customer shall insure accordingly.
b) The Company shall be entitled to make a reasonable charge for the storage of any customer’s property left with the Company before receipt of the order or after notification to the customer of completion of the work.
12. MATERIALS SUPPLIED BY THE CUSTOMER
a) The Company may reject any paper, plates or other materials supplied or specified by the customer which appear to it 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 should have been avoided but for unreasonable delay by the Company 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 Company will take every reasonable 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 shall be in default under this or any other contract between the customer and the Company or if the Company has reason to believe that the customer will be unable or unwilling to discharge its obligations to the
Company as they arise then the Company may
(a) cease work without any liability for any default caused and (b) give notice thereof to the customer whereupon the customer shall pay forthwith for all goods and services supplied by the Company under this or any other contract with the customer (whether or not payment would otherwise be due) and a proper charge for all goods used or provided and work carried out prior to cessation of work as aforesaid.
The Company shall have a general lien on all property of the customer in the Company’s possession (whether or not paid for) for any sums owed and, after fourteen days’ notice in writing to the customer and subject to the relevant legislation, the Company may dispose of such property as it sees fit and apply the proceeds (if any) towards payment of any sums owed.
15. ILLEGAL MATTER
a) The Company may refuse to print any work if in its opinion it contains matter likely to result in civil or criminal proceedings. Any work seized or ordered to be destroyed or made the subject of any injunction shall thereupon be deemed to have been delivered to the customer, and the Company shall be paid for the same and for all other work carried out on or before the date of such seizure order or injunction as if so delivered.
b) The Company shall be indemnified by the customer in respect of any claims, costs and expenses arising out of any illegal or 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 including costs.
16. PERIODICAL PUBLICATIONS
A contract for the printing of a periodical publication may not be terminated by either party unless 6 weeks’ notice in writing is given in the case of periodicals produced monthly or more frequently or 4 weeks’ notice in writing is given in the case of other periodicals. Notice may be given at any time but wherever possible should be given after the completion of work on any one issue. Nevertheless, the Company may terminate any such contract forthwith should any sum due thereunder remain unpaid.
17. FORCE MAJEURE
The Company shall be under no liability if it shall be unable to carry out any provision of the contract for any reason beyond its reasonable 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. If such contingency continues for a period of thirty days or more the customer may by written notice to the Company elect to terminate the contract and pay for work done and materials used, but subject thereto shall otherwise accept delivery when available.
Both the Company and the customer shall have the right at any time by giving notice in writing to the other to terminate this contract forthwith upon the happening of one or more of the following events:
a) If the other shall fail to make any payment within seven days of the due date or to remedy any other breach forthwith upon being so required in writing.
b) If the other shall enter into bankruptcy or liquidation whether compulsory or voluntary (other than for the purposes of amalgamation or reconstruction) or compounds with or enters into a scheme of arrangement for the benefit of its creditors or has a receiver appointed of all or any part of its assets or takes or suffers any similar action in consequence of debt.
a) Termination of this contract for whatever causes shall not affect the rights or remedies of either party in respect of any antecedent breach or in respect of any sum of money owing or to become owing by the other.
b) No waiver by the Company of any breach by the customer of any of these conditions shall preclude the Company from relying on such breach in the event of any continuation or repetition thereof.
The Company may sub-contract any or all of its obligations, but shall remain liable to the customer therefore.
21. The customer may not withhold payment of any invoice or other amount due to the Company by reason of any right of set-off or counterclaim which the customer may have orallege to have or for any reason whatever.
22. Any provision of these conditions which is or may be void or unenforceable shall to the extent of such invalidity or unenforceability be deemed severable and shall not affect any other provisionof these conditions.
This contract shall be governed by and construed in accordance with the laws of England.
The headings shall not affect the meaning or interpretation of these conditions.