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.
terms and conditions
discs, film, plate, intellectual property
design, artwork, colour matching)
form on disc, through a modem, or by ISDN or any other communication link.
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
subject to amendment to meet any rise or fall in such costs that have taken place by the time of delivery
VAT or other tax payable
to that work being taken forward to production
or incorrect instructions or insufficient materials; or late delivery of the same shall be charged
part or full payment in advance of starting the Work.
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.
for storage and for loss of or wastage of resources that cannot otherwise be used
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.
kerbside at the Buyer’s address and the Buyer will make arrangements for off-loading and for any additional
transportation to its storage facility
distance from vehicular access shall entitle the Seller to make an extra charge to reflect its extra costs
overtime or any other additional costs
5 Materials supplied or specified by the Buyer
5.1 Electronic Files
otherwise agreed in writing
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
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.
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.
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)
of shortages, including re-starting jobs, duplicating masters etc will be charged in addition to the estimated
5.3 Risk and storage
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.
the Seller before receipt of the order or after notification to the Buyer of completion of the work.
5.4 Finished Goods
and the Buyer should insure accordingly.
month, after which time they will be destroyed without further notice.
6 Materials and equipment supplied by the Seller
plates, film-setting, negatives, positives, electronic files and other production processes, together with items
thereby produced, shall remain the Seller’s exclusive property.
immediately after the order is executed unless written arrangements are made to the contrary. In the latter
event, storage shall be charged.
Buyer on disc, tape or by any communication link.
7 Retention of Title
to the Seller.
the goods back
trust for the Seller in a separate account until any sum owing to the Seller has been discharged from such
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
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.
Buyer against any and all errors in the finished Work
and production runs, a reasonable variation in colour between colour proofs and the completed job will be
deemed acceptable unless otherwise agreed in writing.
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.
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.
of delivery of the goods, failing which the Buyer will be deemed to have accepted the Work
days of the claim or rejection being notified.
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
nature or an infringement of the proprietary or other rights of any third party.
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
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
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
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.
Nothing in these Terms shall affect the rights of Consumers
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.