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
2. a) “Seller” means the party providing the goods or services under these terms and conditions
3. b) “Buyer” means the party contracting with the Seller to acquire the good and services supplied under these

terms and conditions

1. c) “Work” means all goods (by way of intermediate or finished product) and services supplied by the Seller to

the Buyer

1. d) “Intermediates” means all products produced during the manufacturing process including non-exhaustively

discs, film, plate, intellectual property

1. e) “Preliminary Work” means all work done in the concept and preparatory stages (including non-exhaustively

design, artwork, colour matching)

1. 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.

1. g) “Periodical Publications” means publications produced at (normally regular) intervals
2. 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

1. 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

1. 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

1. 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

1. 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

1. e) Payment shall become due before delivery of the Work. The Seller, at his absolute discretion, may ask for

part or full payment in advance of starting the Work.

1. 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 clause 5a and/

or clause 6 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.

1. g) Unless otherwise agreed in writing, the price of the Work will be “ex-works” and delivery shall be charged

extra

1. 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

1. i) Should the suspension or delay in clause 2h above extend beyond 14 days the Seller shall be entitled to

immediate payment for work already carried out, materials specially ordered and any other additional costs

3 Credit Facilities

Credit facilities may be granted to applicants who complete the Supplier’s Credit Account Application Form and

who satisfy the Supplier’s 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

1. a) Delivery of the Work shall be accepted when tendered
2. b) 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

1. c) Subject to any agreement as per clause 4c above, delivery involving difficult access and/or unreasonable

distance from vehicular access shall entitle the Seller to make an extra charge to reflect its extra costs

1. d) 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

1. a) It is the Buyer’s responsibility to maintain a copy of any original Electronic File provided by the Buyer
2. b) The Seller shall not be responsible for checking the accuracy of supplied input from an electronic file unless

otherwise agreed in writing

5. c) Without prejudice to clause 5.2b, 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

5.2 Other Materials

1. 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.

1. 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.

5. c) Without prejudice to clause 5.2b, 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)

1. 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

1. 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.

1. 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

1. 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.

1. 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

1. 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.

1. 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.

1. 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

1. a) The Work remains the Seller’s property until the Buyer has paid for it and discharged all other debts owing

to the Seller.

1. 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

1. 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.

1. d) Where the Buyer is in breach of these Terms or performs any act of Bankruptcy or Insolvency the Seller

reserves the right to approach the Buyer’s customer and to offer the Work directly to them, notwithstanding

the fact that this will involve advising the Buyer’s customer that the Buyer is in breach or in default.

8 Proofs and variations

1. a) The Seller shall incur no liability for any errors not corrected by the Buyer where the Buyer has been

provided with proofs. The Buyer’s alterations and additional proofs necessitated thereby shall be charged

extra. When style, type or layout is left to the Seller’s judgement, changes therefrom made by the Buyer

shall be charged extra.

1. b) Where the Buyer specifically waives any requirement to examine proofs the Seller is indemnified by the

Buyer against any and all errors in the finished Work

1. c)Colour proofsDue to differences in equipment, paper, inks and other conditions between colour proofing

and production runs, a reasonable variation in colour between colour proofs and the completed job will be

deemed acceptable unless otherwise agreed in writing.

1. d)Variations in quantityEvery endeavour will be made to deliver the correct quantity ordered, but estimates

are conditional upon margins of 10 per cent for work being allowed for overs or unders the same to be

charged or deducted, unless otherwise agreed in writing.

9 Claims

1. a) Advice of damage, delay or loss of goods in transit or of non-delivery must be given in writing to the Seller

and the carrier within three clear days of delivery (or, in the case of non-delivery, within 3 days of notification

of despatch of the goods) and any claim in respect thereof must be made in writing to the Seller and the

carrier within seven clear days of delivery (or, in the case of non-delivery, within 7 days of notification of

despatch). All other claims must be made in writing to the Seller within 14 days of delivery. The Seller

shall not be liable in respect of any claim unless the aforementioned requirements have been complied

with except in any particular case where the Buyer proves that (i) it was not possible to comply with the

requirements and (ii) the claim was made as soon as reasonably possible.

1. b) If the Work is defective so that the Buyer may in law reject it, said rejection must take place within 7 days

of delivery of the goods, failing which the Buyer will be deemed to have accepted the Work

1. c) In the event of all or any claims or rejections the Seller reserves the right to inspect the Work within seven

days of the claim or rejection being notified.

10 Insolvency

Without prejudice to other remedies, if the Buyer becomes insolvent, the Seller shall have the right not to

proceed further with the contract or any other work for the Buyer and be entitled to charge for work already

carried out (whether completed or not) and materials purchased for the Buyer, such charge to be an immediate

debt due to him. Any unpaid invoices shall become immediately due for payment.

11 General Lien

Without prejudice to other remedies, in respect of all unpaid debts due from the Buyer the Seller shall have a

general lien on all goods and property of or provided by the Buyer in his possession (whether worked on or

not) and shall be entitled on the expiration of 14 days’ notice to dispose of such goods or property as agent for

the Buyer in such manner and at such price as he thinks fit and to apply the proceeds towards such debts, and

shall when accounting to the Buyer for any balance remaining be discharged from all liability in respect of such

goods or property.

12 Illegal matter

1. a) The Seller shall not be required to print any matter which in his opinion is or may be of an illegal or libellous

nature or an infringement of the proprietary or other rights of any third party.

1. b) The Seller shall be indemnified by the Buyer in respect of any claims, costs and expenses arising out of

the printing by the Seller for the Buyer of any illegal or unlawful matter including matter which is libellous or

infringes copyright, patent, design or any other proprietary or personal rights. The indemnity shall include

(without limitation) any amounts paid on a lawyer’s advice in settlement of any claim that any matter is

libellous or such an infringement.

13 Periodical publications

A contract for the printing of a periodical publication may not be terminated by either party unless 13 weeks

notice in writing is given in the case of periodicals produced monthly or more frequently or 26 weeks notice in

writing is given in the case of other periodicals. Notice must be given after completion of work on any one issue.

Nevertheless the Seller may terminate any such contract forthwith should any sum due thereunder remain

unpaid.

14 Force majeure

The Seller shall be under no liability if he shall be unable to carry out any provision of the contract for any

reason beyond his reasonable control including (without limiting the foregoing): Act of God; legislation; war; fire;

flood; drought; inadequacy or unsuitability of any instructions, electronic file or other data or materials supplied

by the Buyer; 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 Buyer may by written notice to the Seller elect to

terminate the contract and pay for work done and materials used, but subject thereto shall otherwise accept

delivery when available.

15 Data Protection

The Buyer is hereby notified that the Seller may transfer personal information about the Buyer to a Credit Agency

pursuant to clause 2f above

16 Law

These conditions and all other express and implied terms of the contract shall be governed and construed in

accordance with the laws of England and the parties agree to submit to the jurisdiction of the courts of England

and Wales

17 Notices

All specifications and notices relied on by either party and all variations to this agreement must be in writing and

include a duly authorised signature.

18 Consumers

Nothing in these Terms shall affect the rights of Consumers

19 Severability

All clauses and sub-clauses of this Agreement are severable and if any clause or identifiable part thereof is

held to be unenforceable by any court of competent jurisdiction then such enforceability shall not affect the

enforceability of the remaining provisions or identifiable parts thereof in these Terms and Conditions.

iCOM Print. 2019.