1. Sole Contract Terms.
All contracts entered into, or work, or supply of goods and services by ukPRINTonline or ukPRINTonline Colour Graphics (hereinafter collectively and/or individually referred to as ukPRINTonline), shall be subject to these conditions. ukPRINTonline’s employees or agents are not authorised to make any representations concerning the work or supply of goods and services unless confirmed by ukPRINTonline in writing. In entering into the Contract, the Customer acknowledges that it does not rely on and waives any claim for breach of any such representation which is not so confirmed.
a) The Customer shall be responsible to ukPRINTonline for ensuring the accuracy of the terms of any order (including any applicable specification) submitted by the Customer, and for giving ukPRINTonline any necessary information relating to the work within a sufficient time to enable ukPRINTonline to perform the Contract in accordance with its terms.
b) The quantity, quality and description of and any specification for the work shall be as set out in ukPRINTonline’s quotation (if deemed to be accepted by the Customer) or the Customer’s order (if deemed to be accepted by ukPRINTonline).
c) If the goods are to be supplied or any process is to be applied to the goods by ukPRINTonline in accordance with a specification submitted by the Customer, the Customer shall indemnify ukPRINTonline against all loss, damages, costs and expenses awarded against or incurred by ukPRINTonline in connection with or paid or agreed to be paid by ukPRINTonline in settlement of any claim for infringement of any patent, copyright, design, trademark or other industrial intellectual property rights of any other person which results from ukPRINTonline’s use of the Customer’s specification.
All Contracts entered into by ukPRINTonline shall be subject to Value Added Tax where applicable, and ukPRINTonline reserves the right to charge such tax whether referred to or not in any quotation or estimate.
3. Preliminary Work.
All work carried out, whether experimentally or otherwise, at the Customer’s request shall be charged and shall be paid for by the Customer forthwith on demand or in advance if ukPRINTonline so requires.
Copy. A charge may be made to cover any additional work involved where copy supplied is not clear and legible.
Proofs. ukPRINTonline shall incur no liability for any errors not corrected by the Customer on proofs submitted by ukPRINTonline for Customer approval. Customer’s alterations and additional proofs necessitated thereby shall be charged extra. When style, type or layout is left to ukPRINTonline’s discretion, alterations made by the Customer shall be charged extra.
4. Company Imprint.
Unless otherwise specifically requested and agreed to in writing, all work may carry our Company imprint or logo which will be positioned at our discretion.
5. Completion Dates.
No completion dates are guaranteed unless ‘Rush Service’ is specified and paid for and the required date notified in writing. In the event of such a completion date not being met then ukPRINTonline’s liability shall only extend to the refund of the ‘Rush Fee’.
a) The Company shall use its best endeavours to meet delivery dates, but unless otherwise agreed in writing, time shall not be of the essence of the contract. In no circumstances shall the Company be liable for the delay in transit or delivery howsoever caused and shall not be liable to the Customer for consequential loss howsoever arising.
b) Stipulations as to time for delivery of goods or the performance of work or services by ukPRINTonline whether made prior to or incorporated in any Contract, shall constitute solely ukPRINTonline’s opinion as to when ukPRINTonline anticipates being likely to be able to deliver goods or perform services. ukPRINTonline shall not be liable for the consequences.
c) If the Customer fails to take delivery of the goods or fails to give ukPRINTonline adequate delivery instructions at the time stated for delivery (otherwise than by reason of any cause beyond the Customers reasonable control or by reason of ukPRINTonline’s fault), then without prejudice to any other right or remedy available to ukPRINTonline, ukPRINTonline may:-
i) Store the goods until actual delivery and charge the Customer the reasonable costs (including insurance) of storage.
ii) Sell the goods at the best price readily obtainable and (after deducting all reasonable storage and selling expenses) account to the Customer for the excess over the price under the Contract, or charge the Customer for any shortfall below the price under the Contract.
7. Ownership of Goods.
a) The property in any goods supplied by ukPRINTonline shall not pass to the Customer until ukPRINTonline shall have been paid the full price, including any increase in price, therefor. Until such time the Customer shall:
i) have possession of the goods solely as ukPRINTonline’s bailee thereof.
ii) keep the goods separate and identifiably apart from any other goods.
iii) not sell or dispose of the goods save on behalf of ukPRINTonline, and on condition that the proceeds of such sale or disposed equate to the full ukPRINTonline invoiced value, and that the Customer accounts to ukPRINTonline for such proceeds equivalent to such invoiced value.
iv) deliver the goods up to ukPRINTonline whenever ukPRINTonline so requires. Without prejudice to the foregoing, risk in all goods supplied by ukPRINTonline shall pass to the Customer on delivery by ukPRINTonline, and if the Customer fails to do so forthwith, to enter upon any premises of the Customer of any other Third Party where the goods are stored and repossess the goods. The Customer shall not be entitled to pledge or in any way charge by way of security for any indebtedness any of the goods which remain the property of ukPRINTonline, but if the Customer does so all monies owing by the customer to ukPRINTonline shall (without prejudice to any other right or remedy of ukPRINTonline) forthwith become due and payable.
b) The entire copyright throughout the world in all printing plates, litho positives and negatives, digital or other artwork, designs, photographic transparencies, negatives or positives and any other artistic craftsmanship made by or for ukPRINTonline pursuant to or in implementation of any Contract with the Customer shall belong to ukPRINTonline. ukPRINTonline states that unless the Customer honours any obligation to make payment to ukPRINTonline for any of the above, it will not reproduce any such items for any competitor or potential competitor for the business of the Customer.
8. Payment Terms.
Unless otherwise agreed ukPRINTonline requires full payment before commencement of any work.
a) Contract Work
i) On certain classes of work, ukPRINTonline reserves the right to insist upon payment being received prior to commencement of work.
ii) New Customer accounts; An advance payment of 33% will be required with an order unless otherwise agreed with an authorised representative of ukPRINTonline, with the balance payable before or on delivery, at ukPRINTonline’s discretion.
iii) Approved credit accounts: Approval must be in writing. Payment must be made by the 28th of the month following the date of invoice and accounts are strictly net.
iv) Any sum due but not paid shall bear interest at the rate of 3 per cent per month. Such accrual shall commence from the day following the day on which the account became due.
Should work be suspended at the request of, or delayed through the fault of the Customer for a period of 30 days, ukPRINTonline shall be entitled to payment for work already carried out, materials specially ordered and any other additional costs, including storage which have been incurred.
c) The Customer shall pay the price of the goods within 30 days of the date of ukPRINTonline’s invoice notwithstanding that delivery may not have taken place and the property and the goods has not passed to the Customer. The time of payment of the price shall be of the essence of the Contract.
Receipts for payment will be issued only upon request.
9. Variations in Quantity.
Every endeavour will be made to deliver the correct quantity ordered, but printing estimates are conditional upon margins of 5 percent for work in one colour only, and 10 percent for other work being allowed for overs or shortage (4 percent, and 8 percent respectively for quantities exceeding 50,000) the same to be charged or deducted. Estimates for binding are conditional upon the margins for allowances agreed by the Joint Consultative Committee of the British Printing Industries Federation and the Publisher’s Association on the 12 July 1972 or as subsequently varied by that Committee or any successor thereto.
Any dispute or claim regarding the invoice or the goods supplied must be made to ukPRINTonline in writing within 7 days of invoice date or delivery date, whichever is the latest. Any claim arising regarding non delivery must be made within 14 days of the invoice date. Claims outside this limit will not be entertained. ukPRINTonline 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;
(i) it was not possible to comply with the requirements, and
ii) advice (where required) was given and the claim made as soon as reasonably practicable.
a) Subject as expressly provided in these conditions and except where the goods are sold to a person dealing as a consumer (within the meaning of the Unfair Contract of Terms Act 1977) all warranties, conditions, or other terms implied by statute or common law are excluded to the fullest extent by law.
b) Where the goods are sold under a consumer transaction (as defined by the Consumer Transactions (restrictions on statements) Order 1976) the statutory rights of the Customer are not affected by these conditions.
c) Except in respect of death or personal injury caused by ukPRINTonline’s negligence. ukPRINTonline shall not be liable to the Customer by reason of any mis-representation or any implied warranty condition or other term or any duty at common law or under the express terms of the Contract for any consequential loss or damage (whether for loss of profit or otherwise) costs expenses or other claims for consequential compensation whatsoever (and whether caused by the negligence of ukPRINTonline, its employees or agents or otherwise) which arise out of or in connection with the supply of the goods or the use or resale by the customer, except as expressly provided in these conditions.
12. Insolvency of the Customer.
a) This clause applies if:-
i) The Customer makes any voluntary arrangement with its creditors or becomes subject to an administration order or (being an individual or firm) becomes bankrupt or (being a Company) goes into liquidation (otherwise than for the purposes of amalgamation or reconstruction) or
ii) An encumbrancer takes possession or a receiver is appointed, of any of the property or assets of the customer or
iii) The Customer ceases or threatens to cease to carry on business or
iv) ukPRINTonline reasonably apprehends that any of the events mentioned above is about to occur in relation to the Customer and notifies the Customer accordingly.
b) Without prejudice to any other right or remedy available to ukPRINTonline, ukPRINTonline shall be entitled to cancel the Contract or suspend any further deliveries under the Contract without any liability to the Customer and if the goods have been delivered but not paid for the price shall become immediately due and payable, notwithstanding any previous agreement or arrangement to the contrary.
13. Standing Material.
a) Metal, film, glass and other materials owned by ukPRINTonline and used by it in the 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 be distributed, negatives destroyed 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.
14. Customer’s Property.
a) Except in Contracts with persons dealing as consumers, the Customer’s property and all property supplied to ukPRINTonline by or on behalf of the Customer, shall while it is in the possession of ukPRINTonline or in transit to or from the Customer, be deemed to be at the Customer’s risk unless otherwise agreed and the Customer should insure accordingly.
b) ukPRINTonline shall be entitled to make a reasonable charge for the storage of any Customer’s property left with ukPRINTonline before receipt of the order or after notification to the Customer of completion of the work.
c) Whilst every care is taken, ukPRINTonline and its agents cannot accept any responsibility for loss or damage to artwork, photographs, transparencies etc. Any liability shall be limited to the replacement cost of the basic material.
15. Materials supplied by the Customer.
a) ukPRINTonline 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.
b) Where materials are so supplied, ukPRINTonline 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 must be adequate to cover normal spoilage.
a) If the Customer shall be in default under this or any other Contract between the Customer and ukPRINTonline Ltd, or if ukPRINTonline has reason to believe that the Customer will be unable or unwilling to discharge its obligations to ukPRINTonline as they arise then ukPRINTonline may
i) cease work without any liability; for any default caused and
ii) give notice thereof to the Customer whereupon the Customer shall pay forthwith for all goods and services supplied by ukPRINTonline 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.
b) ukPRINTonline shall have a general lien on all items, materials, goods belonging to the Customer in ukPRINTonline’s possession or under its control, to secure payment of all sums due from the Customer failing to comply in full with any written demand for payment of any sum due for a period in excess of 14 days from the date of the demand.
17. Illegal Matter.
a) ukPRINTonline shall not be required to print any matter which in its opinion is or may be of an illegal or libelous nature or an infringement of the proprietary or other rights of any third party and reserves the right to refuse to print any matter which in its opinion may be prejudicial or detrimental to the good of ukPRINTonline’s business.
b) The Customer shall indemnify ukPRINTonline in respect of any claims, costs and expenses, legal or otherwise, arising out of any libelous matter or any infringement or 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 for legal advice in settlement of any claim.
18. Full Colour Printing.
Every effort will be made to obtain the best possible colour reproduction on Customer’s work but because of the nature of the processes involved, ukPRINTonline shall not be required to guarantee an exact match in colour or texture between the Customer’s original colour photograph or transparency and the printed article. Customers who require colour reproduction of a specific standard and who wish to check the colour reproduction prior to printing, must order a colour proof, in writing when placing the order. This will be charged as extra. It is the Customer’s own responsibility to ensure that the colour photograph(s) or transparency(ies) submitted are suitable for the work in hand. ukPRINTonline cannot accept liability for unsatisfactory results caused by unsuitable or inferior photographic originals.
19. Force Majeure.
ukPRINTonline shall be under no liability if it should be unable to carry out any provision of the Contract for any reason beyond its 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. During the continuance of such a contingency, the Customer may by written notice to ukPRINTonline, elect to terminate the Contract and pay for work done and materials used, but subject thereto shall otherwise accept delivery when available.
20. General Clauses.
a) All Contracts between the Customer and ukPRINTonline shall be governed by English Law.
b) The marginal headings or notes are indicative only and form no part of these terms and conditions for the purpose of interpretation or enforcement thereof.
c) 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 be notified pursuant to this provision to the party giving the notice.
d) No waiver by ukPRINTonline of any breach of the Contract by the Customer shall be considered as a waiver or any subsequent breach of the same or any other provision.
e) 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.
f) Any dispute arising under or in connection with these conditions or the sale of the goods, shall be referred to arbitration by a single arbitrator appointed by agreement, or (in default) nominated on the application of either party by the President for the time being of the British Printing Industries Federation, in accordance with the rules of that Federation.
ukPRINTonline will make every effort to maintain any quoted prices but all prices are subject to confirmation by ukPRINTonline upon receipt of order, and we reserve the right to increase prices and alter specifications without prior notice.