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Terms of Trading
1 Price
1.1 The price quoted excludes VAT (unless otherwise stated). VAT will be charged at the rate applying at the time of
delivery.
1.2 Our quotations lapse after 30 days (unless otherwise stated).
1.3 The price quoted excludes delivery (unless otherwise stated).
1.4 Unless otherwise stated, the price quoted is an illustrative estimate only and the price charged will be our price
current at the time of delivery.
1.5 Rates of tax and duties on the goods will be those applying at the time of delivery.
1.6 At any time before delivery we may adjust the price to reflect any increase in our costs of supplying the goods.
2 Delivery
2.1 All delivery times quoted are estimates only.
2.2 If we fail to deliver within a reasonable time after the quoted delivery time, you may (by informing us in writing)
cancel the contract, however:
2.2.1 you may not cancel if we receive your notice after the goods have been dispatched; and
2.2.2 if you cancel the contract, you can have no further claim against us under that contract.
2.3 If you accept delivery of the goods after the estimated delivery time, it will be on the basis that you have no claim
against us for delay (including indirect or consequential loss, or increase in the price of the goods).
2.4 We may deliver the goods in installments. Each installment is treated as a separate contract.
2.5 We may decline to deliver if:
2.5.1 we believe that it would be unsafe, unlawful or unreasonably difficult to do so; or
2.5.2 the premises (or the access to them) are unsuitable for our vehicle.
3 Risk
3.1 The goods are at your risk from the time of delivery.
3.2 Delivery takes place either:
3.2.1 at our premises (if you are collecting them or arranging carriage); or
3.2.2 at your premises or address specified by you (if we are arranging carriage).
3.3 You must inspect the goods on delivery. If any goods are damaged or not delivered, you must write to tell us
within five days of delivery or the expected delivery time. You must give us (and any carrier) a fair chance to
inspect the damaged goods.
3.4 Failure to accept delivery will incur a charge to your account of £10 per week per pallet for the goods being held
until delivery is made. Goods are held at your risk.
4 Payment terms
4.1 You are to pay us in cash or in cleared funds on placing the order, unless you have an approved credit account.
4.2 If you have an approved credit account, payment is due no later than 30 days after the date of our arranged
delivery otherwise agreed in writing.
4.3 Should you refuse or delay delivery this shall not effect the date of arranged delivery. Payment is due no later
than 30 days after the date of our arranged delivery
4.4 If you fail to pay us in full on the due date we may:
4.4.1 suspend or cancel future deliveries;
4.4.2 cancel any discount offered to you;
4.4.3 charge you interest at the rate set under s.6 of the Late Payment of Commercial Debts (Interest) Act
1998;
a. calculated (on a daily basis) from the date of our invoice until payment;
b. before and after any judgment (unless a court orders otherwise);
4.4.4 claim fixed sum compensation from you under s.5A of that Act to cover our credit control overhead
costs; and
4.4.5 recover (under clause 4.8) the cost of taking legal action to make you pay.
4.5 If you have an approved credit account, we may withdraw it or reduce your credit limit or bring forward your due
date for payment. We may do any of those at any time without notice.
4.6 You do not have the right to set off any money you may claim from us against anything you may owe us.
4.7 While you owe money to us, we have a lien on any of your property in our possession.
4.8 You are to indemnify us in full and hold us harmless from all expenses and liabilities we may incur (directly or
indirectly including financing costs, including legal costs on a full indemnity basis and the cost of instructing a
debt recovery agency to recover a debt due to us if any) following any breach by you of any of your obligations
under these terms.
5 Title
5.1 Until you pay all debts you may owe us:
5.1 1 all goods supplied by us remain our property;
5.1.2 you must store them so that they are clearly identifiable as our property;
5.1.3 you must insure them (against the risks for which a prudent owner would insure them) and hold the
policy on trust for us;
5.1.4 you may use those goods and sell them in the ordinary course of your business, but not if:
a. we revoke that right (by informing you in writing); or
b. you become insolvent.
5.2 You must inform us (in writing) immediately if you become insolvent.
5.3 If your right to use and sell the goods ends you must allow us to remove the goods.
5.4 We have your permission to enter any premises where the goods may be stored:
5.4.1 at any time, to inspect them; and
5.4.2 after your right to use and sell them has ended, to remove them, using reasonable force if necessary.
5.5 Despite our retention of title to the goods, we have the right to take legal proceedings to recover the price of
goods supplied should you not pay us by the due date.
5.6 You are not our agent. You have no authority to make any contract on our behalf or in our name.
6 Proofs
6.1 If you request proofs whether electronic web based (soft proofing) or hard copy proofs we will send these to you
before completing your order.
6.2 You must check proofs carefully and tell us if you approve the proofs or if you require any changes. We may
charge you for variations to your order.
6.3 If we do not hear from you within 14 days of us sending you proofs we may treat you as having approved them.
6.4 We will not be liable for any loss, which arises out of the production of goods where you have approved a proof.
7 Warranties
7.1 We warrant that the goods:
7.1.1 comply with their description on our order confirmation form; and
7.1.2 are free from material defect at the time of delivery (as long as you comply with clause 7.3).
7.2 We give no other warranty (and exclude any warranty, term or condition that would otherwise be implied) as to
the quality of the goods or their fitness for any purpose.
7.3 If you believe that we have delivered goods that are defective in materials or workmanship, you must:
7.3.1 inform us (in writing), with full details, as soon as possible; and
7.3.2 allow us to investigate (we may need access to your premises and product samples).
7.4 If the goods are found to be defective in material or workmanship (following our investigations), and you have
complied with those conditions (in clause 7.3) in full, we will (at our option) repair the goods replace the goods or
refund the price.
7.5 We are not liable for any other loss or damage arising from the contract or the supply of goods or their use, even
if we are negligent, including (as examples only);
7.5.1 direct financial loss, loss of profits or loss of use; and
7.5.2 indirect or consequential loss
7.6 Our total liability to you (from one single cause) for damage to property caused by our negligence is limited to £5
million pounds.
7.7 You will indemnify us in respect of all loss, damage, costs or expenses (directly or indirectly and including
finance costs and legal costs on a full indemnity basis), which we may incur in connection with any threatened or
actual civil claim or prospective or actual criminal proceedings.
7.8 For all other liabilities not referred to elsewhere in these terms our liability is limited in damages to the price of
the goods.
7.9 Nothing in these terms restricts or limits our liability for death or personal injury resulting from negligence.
8 Specification
8.1 If we produce goods to your specifications, you must ensure that:
8.1.1 your specifications are accurate;
8.1.2 any tool, material or image forming part of your specifications is of good quality and resolution;
8.1.3 goods produced in accordance with your specifications will be fit for the purpose for which you intend to
use them; and
8.1.4 your specifications will not result in the infringement of any rights of a third party or the commission of a
criminal offence.
8.2 There may be variations in the shade of reproductions of colour images for which we are not liable. If you wish
to avoid variations you should request a proof.
8.3 All materials or tools we buy or make to produce the goods are our property. We may dispose of materials or
tools when the goods have been paid for.
8.4 Any tools or materials, which you supply to us for the production of the goods, are held at your risk. We may
charge you for their storage if we hold them before receiving your order or after delivering the goods. You must
allow for reasonable spoilage or wastage of some consumable materials if they are supplied by you.
8.5 When applying the EAN sample or any other Code of Publications we undertake to apply the Symbol or Code
according to the specification provided but have no liability to you in relation to the readability of the Symbols or
Code.
8.6 We may supply the goods in quantities of 5% more or less than the quantity ordered and charge you for the
quantity delivered.
9 Samples
9.1 We may require you to pay us a refundable cash deposit before supplying you with samples or albums.
9.2 If we supply you with samples or albums you must return them to us on demand:
9.2.1 at your expense; and
9.2.2 in the condition in which you received them.
10 Electronic Files, Media and Papers Supplied
10.1 We may reject any electronic files, media paper or other materials supplied by you, which may appear to be
unsuitable. You will incur additional costs if electronic files, media or materials are found to be unsuitable during
production.
10.2 You shall warrant that any electronic files supplied to us for processing will have been checked for correctness
in respect of final size, bleed, font usage, picture usage and trapping. Colour management must not be used
when saving files.
10.3 Where electronic files, media or materials are supplied or specified by you, responsibility for defective work will
not be accepted by us unless this is due to our failure to use all reasonable skill and care.
10.4 Quantities of consumables materials supplied by you must be adequate to cover normal spoilage.
11 Electronic Information
11.1 You undertake that no electronic files, data, applications or programs (‘Data’) you supply to us will:
11.2 contain any malicious or damaging software (viruses, worms, logic bombs, time locks, time bombs, Trojan
horses or bugs, as examples only);
11.2.1 infringe any copyright or other third party rights of any kind;
11.2.2 be defamatory; or
11.2.3 be in breach of any laws of any country of the world.
11.3 We may destroy any Data you supply to us which appear to us to breach clause 1.
11.4 You must keep a back up copy of all Data you supply to us (in a format that will enable its recovery in the event
of its loss or corruption).
12 Export terms
12.1 Clause 12 of these terms applies (except to the extent that it is inconsistent with any written agreement between
us) where we supply the goods over an international border or overseas.
12.2 The ‘Incoterms’ of the International Chamber of Commerce, which are in force at the time when the contract is
made, apply to exports, but these terms prevail to the extent that there is any inconsistency.
12.3 Unless otherwise agreed, the goods are supplied ex works our place of manufacture.
12.4 Where the goods are to be sent by us to you by a route including sea transport we are under no obligation to
give a notice under section 32(3) of the Sale of Goods Act 1979.
12.5 You are responsible for arranging testing and inspection of the goods at our premises before shipment (unless
otherwise agreed). We are not liable for any defect in the goods which would be apparent on inspection unless a
claim is made before shipment. We are not liable for any damage during transit.
12.6 We are not liable for death or personal injury arising from the use of the goods delivered in the territory of
another State (within the meaning of s.26 (3) (b) Unfair Contract Terms Act 1977).
13 Cancellation
13.1 You may not cancel the order unless we agree in writing (and clauses 2.2.2 and 13.2 then apply).
13.2 If the order is cancelled (for any reason) you are then to pay us for all stock (finished or unfinished) that we may
then hold (or to which we are committed) for the order.
13.3 We may suspend or cancel the order, by written notice if:
13.3.1 you fail to pay us any money when due (under the order or otherwise);
13.3.2 you become insolvent;
13.3.3 you fail to honour your obligations under these terms.
13.4 Periodical Publications – Neither party may terminate a contract of periodical publications unless written notice
is given as follows:
Nature of Publication Length of notice (given at any time)
Weekly, Fortnightly, Monthly 13 weeks
Quarterly and Bi Monthly 26 weeks
13.5 If you fail to give the appropriate notice required as above then you shall be liable to pay us, as liquidated and
ascertained damages, 60% of the value of the invoice or invoices that would have been raised for the
contracting printing excluding VAT for the notice period.
14 Waiver and variations
14.1 Any waiver or variation of these terms is binding in honour only unless:
14.1.1 made (or recorded) in writing;
14.1.2 signed by a Director on behalf of each party; and
14.1.3 expressly stating an intention to vary these terms.
14.2 All orders that you place with us will be on these terms (or any that we may issue to replace them). By placing
an order with us, you are expressly waiving any printed terms you may have to the extent that they are
inconsistent with our terms.
15 Force majeure
15.1 If we are unable to perform our obligations to you (or able to perform them only at unreasonable cost) because
of circumstances beyond our control, we may cancel or suspend any of our obligations to you, without liability.
15.2 Examples of those circumstances include act of God, accident, explosion, war, terrorism, fire, flood, transport
delays, strikes and other industrial disputes and difficulty in obtaining supplies.
16 General
16.1 English law is applicable to any contract made under these terms. The English and Welsh courts have nonexclusive
jurisdiction.
16.2 If you are more than one person, each of you has joint and several obligations under these terms.
16.3 If any of these terms are unenforceable as drafted:
16.3.1 it will not affect the enforceability of any other of these terms; and
16.3.2 if it would be enforceable if amended, it will be treated as so amended.
16.4 We may treat you as insolvent if:
16.4.1 you are unable to pay your debts as they fall due; or
16.4.2 you (or any item of your property) become the subject of:
a. any formal insolvency procedure (examples of which include receivership, liquidation,
administration, voluntary arrangements (including a moratorium) or bankruptcy);
b. any application or proposal for any formal insolvency procedure; or
c. any application, procedure or proposal overseas with similar effect or purpose.
16.5 All brochures, catalogues and other promotional materials are to be treated as illustrative only. Their contents
form no part of any contract between us and you should not rely on them in entering into any contract with us.
16.6 Any notice by either of us, which is to be served under these terms, may be served by leaving it at or by
delivering it to (by first class post or by fax) the other’s registered office or principal place of business. All such
notices must be signed.
16.7 No contract will create any right enforceable (by virtue of the Contracts (Rights of Third Parties) Act 1999) by
any person not identified as the buyer or seller.
16.8 The only statements upon which you may rely in making the contract with us, are those made in writing by
someone who is our authorised representative and either:
16.8.1 contained in our estimate (or any covering letter) and not withdrawn before the contract is made; or
16.8.2 which expressly state that you may rely on them when entering into the contract.
16.9 Nothing in these terms affects or limits our liability for fraudulent misrepresentation.
