General Terms and Conditions
The following Terms and Conditions constitute the entire agreement between the parties and supersede any previous agreements, warranties, representations, undertakings or understandings between the parties and may not be varied except in writing.
1. Definitions
a. “Seller” means the party providing the goods or services under these terms and conditions
b. “Buyer” means the party contracting with the Seller to acquire the good and services supplied under these terms and conditions
c. “Work” means all goods (by way of intermediate or finished product) and services supplied by the Seller to the Buyer
d. "Intermediates" means all products produced during the manufacturing process including non-exhaustively discs, film, plate, intellectual property
e. “Preliminary Work” means all work done in the concept and preparatory stages (including non-exhaustively design, artwork, colour matching)
f. “Electronic File” means any text, illustration or other matter supplied or produced by either Party in digitised form on disc, through a modem, or by ISDN or any other communication link.
g. “Periodical Publications” means publications produced at (normally regular) intervals h. “Insolvency” means the Buyer is in a position where it is unable to pay its debts or has a winding up petition issued against it or has a receiver, administrator or administrative receiver appointed to it or being a person commits an act of bankruptcy or has a bankruptcy petition issued against him
2. Payment
a. Estimates are based on the Seller’s current costs of production and, unless otherwise agreed in writing, are subject to amendment to meet any rise or fall in such costs that have taken place by the time of delivery
b. Estimates are given exclusive of tax and the Seller reserves the right to charge and the Buyer will pay any VAT or other tax payable
c. All work carried out shall be charged. This includes all Preliminary Work whether or not the Buyer agrees to that work being taken forward to production
d. Any additional work required of the Seller by reason of the Buyer supplying inadequate copy, incomplete or incorrect instructions or insufficient materials; or late delivery of the same shall be charged
e. Payment shall become due upon delivery of the Work. The Seller, at his absolute discretion, may ask for part or full payment in advance of starting the Work, or at agreed intervals throughout the course of the project.
f. If Credit Facilities have been granted, payment is due by the end of the month following the month of Invoice. If any item(s) remain unpaid by that due date charges will apply, in accordance with s5A and/or s6 of the Late Payment Commercial Debt (Interest) Act 1998 or any subsequent enactment. In addition, all invoices will become due and payable immediately and will be treated as overdue items, with appropriate charges applied and all costs reasonably incurred in collecting the debt payable by the Buyer.
g. Unless otherwise agreed in writing, the price of the Work will be “ex-works” and delivery shall be charged extra
h. Should the Work be suspended or delayed by the Buyer for any reason the Seller shall be entitled to charge for storage and for loss of or wastage of resources that cannot otherwise be used
i. Should the suspension or delay in 2(h) above extend beyond 30 days the Seller shall be entitled to immediate payment for work already carried out, materials specially ordered and any other additional costs
j. For website contracts the seller may request an additional stage payment if all agreed programming work is complete and the site is awaiting content (either or both of text and images) from the buyer. In this case a typical stage payment request will be 50% on commission, 45% on completion of all agreed website programming and 5% upon the launch of the site on the internet.
3. Credit Facilities
Credit facilities may be granted to applicants who complete the Supplierís Credit Account Application Form and who satisfy the Supplierís criteria as set out from time to time. Where facilities are granted the Supplier reserves the right to withdraw them at any time, without having to give their reasons and, in such a case, all outstanding invoices become due and payable immediately.
4. Delivery
a. Delivery of the Work shall be accepted when tendered
b. Unless otherwise agreed in writing completion and delivery times are a guide only and, whilst the Seller will make every effort to adhere to proposed timescales, time is not of the essence in any contract with the Buyer
c. Unless otherwise agreed in writing, (in which case an extra charge may be made) delivery will be to kerbside at the Buyer’s address and the Buyer will make arrangements for off-loading and for any additional transportation to its storage facility
d. Subject to any agreement as per 4(c) above, delivery involving difficult access and/or unreasonable distance rom vehicular access shall entitle the Seller to make an extra charge to reflect its extra costs e. Should expedited delivery be agreed the Seller shall be entitled to make an extra charge to cover any overtime or any other additional costs
5. Materials supplied or specified by the Buyer
5.1 Electronic Files
a. It is the Buyer’s responsibility to maintain a copy of any original Electronic File provided by the Buyer
b. The Seller shall not be responsible for checking the accuracy of supplied input from an electronic file unless otherwise agreed in writing
c. Without prejudice to clause 5.2(b), if an electronic file is not suitable for outputting on equipment normally adequate for such purposes without adjustment or other corrective action the Seller may make a charge for any resulting additional cost incurred or may reject the file without prejudice to his rights to payment for work done/material purchased
d. Upon agreeing to build a website, a decision needs to be made between the Seller and the Buyer, as to who will be providing the hosting platform. If the Buyer is arranging their own hosting then the Buyer must ensure that their chosen hosting provider is using a platform and software that will be compatible with the content management system that the Seller will supply upon completion of the contracted work. Full requirements for the platform can be given upon request.
5.2 Other Materials
a. Metal, film and other materials owned by the Buyer and supplied to the Seller for the production of type, plates, film-setting, negatives, positives, electronic files and the like shall remain the Buyer’s exclusive property. However where the content is generated by the Seller, the Seller may, in order to protect his intellectual property rights and at his absolute discretion, replace such material with unused material of a similar or better quality.
b. The Seller may reject any film, discs, paper, plates, electronic files or other materials supplied or specified by the Buyer which appear to him to be unsuitable for the purpose intended. 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 Seller in ascertaining the unsuitability of the materials then that amount shall not be charged to the Buyer.
c. Without prejudice to clause 5.2.b, where materials are so supplied or specified, and the Seller so advises the Buyer, and the Buyer instructs the Seller in writing to proceed anyway, the Seller will use reasonable endeavours to secure the best results, but shall have no liability for the quality of the end-product(s)
d. Quantities of materials supplied shall be adequate to cover normal spoilage. Any costs incurred as a result of shortages, including re-starting jobs, duplicating masters etc will be charged in addition to the estimated price
5.3 Risk and storage
a. Buyer’s property and all property supplied to the Seller by or on behalf of the Buyer shall while it is in the possession of the Seller or in transit to or from the Buyer be deemed to be at Buyer’s risk unless otherwise agreed in writing and the Buyer should insure accordingly.
b. The Seller shall be entitled to make a reasonable charge for the storage of any Buyer’s property left with the Seller before receipt of the order or after notification to the Buyer of completion of the work.
5.4 Finished Goods
a. The risk in the Work and all goods delivered in connection with the Work shall pass to the Buyer on delivery and the Buyer should insure accordingly.
b. On completion of the Work, the Seller will store the Buyer's materials and Work for a maximum of one month, after which time they will be destroyed without further notice.
6. Materials and equipment supplied by the Seller
a. Metal, film and other materials owned by the Seller and used in the production of intermediates, type, plates, film-setting, negatives, positives, electronic files and other production processes, together with items thereby produced, shall remain the Seller’s exclusive property.
b. Type shall be distributed and film and plates, tapes, discs, electronic files or other work destroyed immediately after the order is executed unless written arrangements are made to the contrary. In the latter event, storage shall be charged.
c. The Seller shall not be obliged to download any digital data from his equipment or supply the same to the Buyer on disc, tape or by any communication link.
7. Retention of Title
a. The Work remains the Seller’s property until the Buyer has paid for it and discharged all other debts owing to the Seller.
b. If the Buyer becomes subject to Insolvency and the Work has not been paid for in full the Seller may take the goods back and, if necessary, enter the Buyer’s premises to do so, or to inspect and/or label the goods so as to identify them clearly
c. If the Buyer shall sell the goods before they have been paid for in full he shall hold the proceeds of sale on trust for the Seller in a separate account until any sum owing to the Seller has been discharged from such proceeds.
Registered in England. No. 5972974 Registered Office: Woodhouse Grange, Sutton on Derwent, York, YO41 4DF