1.1 In these conditions
“The Company” means The Printing Works.
“Conditions” means the standard Terms and Conditions of sales set out in this document and (unless the context otherwise requires) includes any special Terms and Conditions agreed in writing between the company and the customer.
“Customer” means the person or company stated overleaf on the quotation.
“Goods” means the goods (including any installment of the Goods) which the company is to supply in accordance with these Conditions.
“Writing” includes telex cable, facsimile transmission and comparable means of communication.
1.2 The headings in these conditions are for convenience only and shall not affect their interpretation.
2. GENERAL – The quotation overleaf is subject to the following terms and conditions, and the placing of an order with the company is to be deemed to be an acceptance of such terms and conditions by the customer.
3. QUOTATIONS AND PRICE VARIATIONS – Quotations do not constitute an offer by the company to supply the goods or carry out the work referred to therein and no order placed in response to a quotation will be binding unless accepted by the company in writing. All such acceptances by the company will be subject to availability of the necessary materials. All prices quoted are provisional until the order has been accepted by the company in writing and being based upon the prices and costs of materials, labour and overhead expenses current at the date of quotation may be varied by the company at any time before or after acceptance of the order to correspond with any variation in such prices or costs which may occur at any time before delivery of the order to the customer is completed.
4. TAX – 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 company reserves the right to charge the amount of any value added tax payable whether or not included in the estimate or invoice.
5. SAMPLES AND SPECIFICATIONS
a) Samples of all work may be submitted for customer’s approval and the company shall incur no liability for any faults or errors in work if the same faults or errors appeared in samples approved by the customer.
b) Where any specification is altered by the customer an extra charge shall be made by the company to cover any extra costs arising therefrom including, if necessary, the cost of additional samples.
6. DELIVERY AND PAYMENT
a) Delivery of work (including part deliveries) shall be accepted when tendered and thereupon, or if earlier on notification that the work has been completed, payment shall become due.
b) Unless otherwise specified the price quoted is ex-works.
c) Should expedited delivery be agreed an extra sum 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 company shall then be entitled to payment for work already carried out, materials specially ordered and other additional costs including storage.
e) Any delivery dates given by the company are approximate only and no liability can be accepted for any loss, injury, damage or expenses consequent upon any delay in delivery from any cause whatsoever, nor shall any delay entitle the customer to cancel any order or to refuse to accept delivery. Time for delivery shall not be of the essence unless previously agreed by the company in writing.
7. VARIATIONS IN QUANTITY – Every endeavor will be made to deliver the nominal quantity ordered, but estimates are conditional upon margins of 5 per cent for work involving one process and 10 per cent for other work being allowed for overs or shortages (4 per cent and 8 per cent respectively for quantities exceeding 50,000) the same to be charged or deducted.
8. CLAIMS – Advice of damage, delay or partial loss of goods in transit or of non-delivery must be given in writing to the company and the carrier within three days of delivery (or, in the case of non-delivery, within 14 days of dispatch of the goods) and any claim in respect thereof must be made in writing to the company and the carrier within seven clear days of delivery (or, in the case of non-delivery, within 21 days of dispatch). All other claims must be made in writing to the company within 28 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 particular case where the customer proves that (a) it is not possible to comply with the requirements and (b) advice (where required) was given and the claim made as soon as reasonably possible.
9. LIABILITY – The company shall not be liable for any loss to the customer arising from delay in transit not caused by the company.
10. CUSTOMER 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 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 customer’s risk unless otherwise agreed and the customer should insure accordingly.
b) Unless otherwise agreed, the company is not responsible for counting or checking goods or materials supplied to the company by or on behalf of the customer and the company shall not be liable for any deficiency in the quantity or the condition of such goods and materials. Any information supplied by the company about the quantity of such goods or materials will be based on advice notes, delivery notes and other documents issued by or on behalf of the customer and the company shall not be liable for errors in the information which the company supplies which is based on erroneous documentation issued by or on behalf of the customer. If a count of sheets or materials is requested and made without a specific charge the company does not in any way warrant or guarantee the accuracy of such a count.
c) The company shall be entitled to make a reasonable charge for 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.
d) The customer shall insure the finished goods for their full reinstatement value from the time when the work is tendered or if earlier from the date of notice from the company that the work has been completed.
11. MATERIALS SUPPLIED BY THE CUSTOMER
a) The company may reject any paper, blocks 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 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 care to ensure 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.
d) The company shall be entitled to make an extra charge where production is interrupted as a result of a break in supply of material from the customer.
12. INSOLVENCY – 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 company 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 or not) and materials purchased for the customer, such charge to be an immediate debt due to the company and
ii) In respect of all unpaid debts due from the customer have a general lien on all goods and property in the company’s 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 the company thinks fit and to apply the proceeds towards such debts.
iii) RETENTION OF TITLE – Title to the goods shall not pass to the customer until payment in full of the price therefore. Until such payment the customer shall have possession of the goods as bailee for the company and shall store the goods in such a way as to enable them to be identified as the property of the company provided that if the customer is purchasing the goods for resale the customer may as agent for the company sell and deliver the goods to a third party in the ordinary course of the customer’s business on condition that until such payment as aforesaid the customer shall hold all proceeds of such sales in trust for the company and in a separate account. The customer hereby assigns to the company all rights and claims which the customer may have against the customer’s customers arising from such sales until payment is made in full as aforesaid.
13. ILLEGAL MATTER
a) The company shall not be required to hold or work on any matter which in the company’s opinion is or may be of an illegal or libelous nature or an infringement of the proprietary or other rights of any third party.
b) The company shall be indemnified by the customer in respect of any claims, costs and expenses arising out of any libelous matter or any infringement of copyright, patent, design or of any other proprietary or personal rights contained in any material held or worked on for the customer. The indemnity shall extend to any amounts paid on lawyer’s advice in settlement of any claims.
14. SET OFFS – The company shall have the right at any time to set off any account owing from the customer to the company (or any of its associated or affiliated companies) against any amounts due and owing to the customer (or any of its associated companies including agents and representatives).
15. FORCE MAJEURE – The company shall be under no liability if the company shall be unable to carry out any provisions of the contract for any reason beyond the company’s 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 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 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 and the company shall be at liberty to cancel or suspend the contract without incurring any liability for any loss or damage resulting there from.
16. EXCLUSION OF WARRANTIES – Whilst every care is taken in providing suitable goods and good workmanship the company gives no condition or warranty as to their quality or fitness for any purpose and all express or implied warranties or conditions, statutory or otherwise, as to quality, fitness or that they will correspond to any particular sample or description or otherwise are expressly excluded and the company shall not be liable for any loss or consequential damage except where the goods are sold to a person dealing as a consumer (within the meaning of the Unfair Contract Terms Act 1977).
a) These conditions and all other express terms of the contract shall be governed and constructed in accordance with the law of England.
b) 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 pursuant to this provision to the party giving notice.
c) No waiver by the company of any breach of the contract by the customer shall be considered as a waiver of any subsequent breach of the same or any other provision.
d) 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 thereby.