Standard Conditions of Contract of Wallace Print Ltd
(Please note these contain a retention of the title clause)Definitions
(a) Printer means -Wallace Print Ltd
(b) Customer means -Name of the person or company to whom the estimate is addressed
(c) Third Parties -means all those persons and agents acting for or on behalf of the Customer.
1. Price variation: Not withstanding 2. below, estimates are based on the Printer's current costs of production and, unless otherwise agreed, are subject to amendment on or at any time after acceptance to meet any rise or fall in such costs.
2. Estimate: While every care is taken to ensure estimates are accurate and correct the Printer reserves the right to amend any accidental error or omission at any time.
3. 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 Printer reserves the right to charge the amount of any value added tax payable whether or not included on the estimate or invoice.
4. Preliminary work: All work carried out, whether experimentally or otherwise, at Customer's request shall be charged at normal rates.
5. Copy: A charge may be made to cover any additional work involved where copy supplied is not clear and legible.
6. Proofs: Proofs of all work submitted for Customer's approval and the Printer 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 Printer's judgement changes there from made by the Customer shall be charged extra.
7. Delivery and payment:
(a) Delivery of work shall be accepted when tendered and payment for the work shall be made whichever is the earlier of 30 days from delivery of the work or 30 days from the date when an invoice is sent to the Customer.
(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 to cover any extra costs involved for delivery to a different address
(c) Should expedited delivery be required an extra will 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 printer shall then be entitled to payment for work already carried out, materials specially ordered and any other additional costs including storage.
8. Passing of property and risk:
(a) Risk of loss or damage to or deterioration of the goods shall pass to the Customer on the same being delivered to the Customer (or his nominated bailee or agent) at the address specified in the estimate and the Printer shall have no responsibility for the goods thereafter.
(b) Notwithstanding that the goods are at the risk of the Customer the goods shall remain the Printers sole and absolute property as legal and equitable owner until all sums due from the Customer to the Printer in respect of the goods and all other goods sold or supplied by the Printer to the Customer have been paid in full.
(c) The Customer acknowledges that so long as the Customer is in possession of any property of the Printer the customer shall hold such property as the bailee of the Printer and shall keep such property separately stored and/or marked so as to be clearly identifiable as the property of the Printer and shall be kept free of lien, charge or encumbrance.
(d) the Printer shall be entitled to recover the goods if:
(i) payment for the goods or any other debt due from the Customer to the Printer in respect of supplies of goods or works is overdue to payment or
(ii) the Customer is a sole trader or partnership and the sole trader or any of the partners or the partnership fails to comply with a statutory demand served by the Printer on the Customer pursuant to section 268 of the Insolvency Act 1986 or a petition for bankruptcy order to be made against any of them is presented to the court; or
(iii) the Customer is a company and an administrative receiver or receiver is appointed over the whole or any part of its assets or the Customer commences winding-up or an administration order is made up; or
(iv) any distress or execution shall be levied on the Customer's property or assets: and for such purpose the Printer's servants or agents may enter the premises where the goods are or are reasonably believed to be and may take possession of and sell the same and shall apply the sale proceeds after deducting there from the cost of recovering the goods and selling the same first in discharging all debts due from the Customer to the Printer in respect of supplies of goods or works and secondly in paying the surplus to the Customer
(e) the Customer shall not be deemed to be the agent of the Printer for any purpose and shall indemnify the Printer against any liability that the Printer may incur to third parties (whether in contract tort or otherwise and including all expenses of the Printer attributable thereto) in connection with the goods, other than the liability which would have arisen if the preceding paragraphs of this condition had not formed part of the contract of sale.
(f) The Printer's right hereunder and each of them shall continue notwithstanding the termination of the contract of sale by reason of repudiation, frustration, or otherwise howsoever arising.
(g) The Customer is under a duty to notify all third parties of this clause 8 as to the Printer's rights in the goods including ownership until payment in full has been made.
9. Variations in quantity: Every endeavour will be made to deliver the correct 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 percent and 8 per cent respectively for quantities exceeding 50,000) the same to be charged or deducted.
10. Claims: Advice of damage, delay or partial loss of goods in transit or of non-delivery must be given in writing to the Printer and the carrier within three clear days of delivery(or, in the case of non-delivery, within 28 days of dispatch of the goods) and any claim in respect thereof must be made in writing to the printer and the carrier
within seven clear 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 and the claim made as soon as reasonably possible.
)a) The Printer shall not be liable for any loss to the Customer arising from delays in transit not caused by the Printer.
(b) 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 the express terms of the Contract, for any indirect, special or consequential loss or damage (whether for loss of profit 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 Goods or their use or resale by the Customer, and the entire liability of the Printer under or in connection with the Contract shall not exceed the price of the Goods, except as expressly provided in the Conditions.
12. Standing material:
(a) Metal, film, glass and other materials owned by the Printer and used by it in production of type, plates, moulds, stereotypes, electrotypes, filmsetting, 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 distributed and lithographic, photogravure or other work effaced immediately after the order is executed unless written arrangements are made to the contrary. In the latter event, rent may be charged.
13. Customer's 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 Printer by or on behalf of the Customer shall while It is in the possession of the Printer or in transit to or from the Customer be deemed t to be at Customer's risk unless otherwise agreed and the Customer shall insure accordingly.
(b) The Print shall be entitled to make a reasonable charge for the storage of any Customer's property left with the Printer before receipt of the order or after notification to the Customer of completion of the work.
(c) The Printer shall be entitled to exercise a lien over all the Customer's property until the Printer has been paid in full in respect of all claims the Printer may have against the Customer and or third parties.
14. Materials supplied by the Customer:
(a) The Printer may reject any paper, plates 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 reasonable 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 take every 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.
15. 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 his debts or has a winding-up petition issued against it or being a person who commits an act of bankruptcy or has a bankruptcy petition issued against him, the Printer without prejudice to other remedies shall:
(a) 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 it, and
(b) in respect of all unpaid debts due from the Customer have a general lien on all goods and property in its possession (whether worked on or not) and shall be entitled on the expiration of 14 day's notice to dispose of such goods or property in such manner and at such price as it thinks fit and to apply to the proceeds towards such debts.
16. Illegal matter:
(a) The Printer shall not be required to print any matter which in it's opinion is or may be of an illegal or libelous nature or an infringement of the proprietary or other rights of any individual or corporation.
(b) The Printer shall be indemnified by the Customer in respect of any claims, cost and expenses arising out o any libelous matter or any other 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.
17. Force majeure: The Printer shall be under no liability of he shall unable to carryout any provision of the contract for any reason beyond his 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 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 be written notice to the printer elect to terminate the contract and pay for work done and materials used, but subject thereto shall otherwise accept delivery, when available.
18. Law: These conditions and all other express terms of the contract shall be governed and construed in accordance with the laws of England.
19. Interest: The Printer reserves the right to charge interest at the annual rate of 5%above the base rate from time to time of the Printer's bankers (both before and after judgment) and that such interest may be claimed by the Printer from the date of invoice until the date payment.