TERMS AND CONDITIONS
Serious Graphics Limited (Registered in England & Wales 08999002) – STANDARD TERMS AND CONDITIONS
Your attention is drawn to the provisions of these Conditions in bold type, which exclude or limit the Printer’s liability.
1.1 In these Conditions:
‘Delivery Address’ means the delivery address referred to in the Print Buyer’s Offer or the Printer’s Offer (as applicable) which has been subject to Acceptance.
‘Goods’ means the goods to be supplied by the Printer to the Print Buyer pursuant to the Transaction.
‘Input Material’ means the Printer’s Input Material or the Print Buyer’s Input Material (as applicable).
‘Print Buyer’ means the person/company for whom the Printer has agreed to provide the Goods and the Services in accordance with these Conditions.
‘Print Buyer’s Input Material’ means all information, data, drawings, designs, templates and layouts provided by the Print Buyer to the Printer for the purpose of the Printer performing its obligations under a Transaction.
‘Printer’ means Serious Graphics Limited, a company registered in England.
‘Printer’s Input Material’ means all information, data, drawings, designs, templates and layouts created by the Printer or provided by the Printer to the Print Buyer in the course of the Printer performing its obligations under a Transaction (excluding the Print Buyer’s Input Material or any material derived from the Print Buyer’s Input Material).
‘Services’ means the printing, copying and/or reprographic services to be provided to the Print Buyer by the Printer pursuant to the Transaction.
‘Writing’ includes facsimile transmissions and e-mails.
1.2 In these Conditions all words and expressions shall have the meanings given to them in the Transaction Terms and Conditions unless the context requires otherwise.
1.3 In these Conditions words importing one gender include each other gender; references to persons include bodies corporate, firms and unincorporated associations; and the singular includes the plural and vice versa.
1.4 The headings in these Conditions are included for convenience only and shall not affect their interpretation.
2. BASIS OF AGREEMENT
2.1 The Printer shall provide the Goods and the Services to the Print Buyer subject to these Conditions, which shall govern the Transaction unless agreed otherwise in Writing in the course of the Transaction Process.
2.2 These Conditions incorporate the Transaction Terms and Conditions. In the event of any conflict between these Conditions and the Transaction Terms and Conditions, the Transaction Terms and Conditions shall prevail.
2.3 No variation to these Conditions shall be binding unless agreed in Writing between the Print Buyer and an authorised representative of the Printer.
2.4 The Printer’s employees or agents are not authorised to make any representations concerning the Goods and/or the Services unless confirmed by an authorised representative/officer of the Printer in Writing. In entering into the Transaction the Print Buyer acknowledges that it does not rely on any such representations which are not so confirmed.
2.5 The Printer may at any time correct without liability any typographical, clerical or other error or omission in any sales literature, quotation, price list, acceptance of offer, invoices or other document or information issued by it.
3. QUOTATIONS AND ORDERS
3.1 Any Offer provided by either party to the other is valid for the Acceptance Period specified in the Offer.
3.2 The Print Buyer is responsible to the Printer for ensuring the accuracy of the terms of any order or the Print Buyer’s Input Materials submitted to the Printer, including (without limitation) any applicable specification submitted to the Printer, and for giving the Printer any necessary information relating to the Goods and/or Services within a sufficient time to enable the Printer to perform the Transaction in accordance with its terms.
3.3 No Offer which has been subject to Acceptance may be cancelled by the party which provided the Acceptance except with the agreement in Writing of the party which made the Offer.
4.1 The Printer may at its discretion submit proofs of work to the Print Buyer for approval and it shall not be liable for any errors not corrected by the Print Buyer in respect of any such proofs.
4.2 Without prejudice to Condition 5.2, the Printer shall be entitled to increase the price of the Goods and/or the Services to reflect any change in the Print Buyer’s instructions following the submission of proofs, including (without limitation) the cost of further proofs.
5.1 The price of the Goods and Services shall be the price agreed between the parties in the course of the Transaction Process.
5.2 The Printer reserves the right, by giving notice to the Print Buyer, at any time before delivery in accordance with Condition 8, to increase the price of the Goods and/or the Services to reflect any increase in the cost to the Printer of supplying them which is due to any change in delivery dates requested by the Print Buyer or changes in the quantities or specifications for the Goods and/or Services requested by the Print Buyer or any delay caused by the Print Buyer or failure of the Print Buyer to give adequate information or instructions or unclear or illegible copy.
5.3 Unless agreed otherwise the price of the Goods and Services is exclusive of transport to the Delivery Address. Any change to the Delivery Address shall attract additional charges.
5.4 The price of the Goods and Services is exclusive of value added tax or any other applicable sales tax, which shall be payable by the Print Buyer in addition.
6. TERMS OF PAYMENT
6.1 The Printer may invoice the Print Buyer for the price of the Goods and the Services at any time on or after delivery in accordance with Conditions.
6.2 The Print Buyer shall pay the price of the Goods and Services within 30 days of the date of the Printer’s invoice without any set off or other deductions whatsoever by cheque or cleared funds.
6.3 If the Print Buyer fails to make any payment within 7 days of the due date then, without prejudice to any other right or remedy available to it, the Printer may:
6.3.1 cancel the Transaction and suspend any further deliveries to the Print Buyer;
6.3.2 appropriate any payment made by the Print Buyer to such invoices as the Printer may think fit (notwithstanding any purported appropriation by the Print Buyer); and/or
6.3.3 charge the Print Buyer interest (both before and after judgement) on the amount outstanding on a daily basis at the rate of 4 % per annum above the base rate of the Bank of England from time to time until all outstanding amounts are paid in full plus any Statutory Fees.
7. INTELLECTUAL PROPERTY RIGHTS
7.1 Unless agreed otherwise in the course of a Transaction Process, all Intellectual Property Rights in the Printer’s Input Material, the Goods and the product of the Services (excluding the Print Buyer’s Input Material) shall be the property of the Printer, subject to a non-exclusive royalty-free licence for the Print Buyer to use the Goods and the product of the Services for the purpose for which the Goods and/or the Services were purchased, as notified by the Print Buyer to the Printer.
7.2 Each party (the ‘Indemnifying Party’) will indemnify the other party (the ‘Indemnified Party’) against any damages, costs and other liabilities that may be awarded against or payable by the Indemnified Party to any third party in respect of any claim or action that the Indemnified Party’s use of the Indemnifying Party’s Input Material in accordance with these Conditions infringes the Intellectual Property Rights of any third party provided that the Indemnified Party:
7.2.1 gives notice to the Indemnifying Party of any such suspected Intellectual Property Rights infringement forthwith upon becoming aware of the same;
7.2.2 gives the Indemnifying Party the sole conduct of the defence to any claim or action in respect of an Intellectual Property Rights infringement and does not at any time admit liability or otherwise settle or compromise or attempt to settle or compromise the said claim or action except upon the express instructions of the Indemnifying Party; and
7.2.3 acts in accordance with the reasonable instructions of the Indemnifying Party and gives to the Indemnifying Party such assistance as it shall reasonably require in respect of the conduct of the said defence including without prejudice to the generality of the foregoing the filing of all pleadings and other court process and the provision of all relevant documents.
8. DELIVERY AND PERFORMANCE
8.1 Delivery of the Goods shall be made by the Printer delivering the Goods to the Delivery Address supplied by the print buyer. The Services shall be supplied by the Printer to the Print Buyer in accordance with any specification agreed by the parties.
8.2 Any dates quoted by the Printer for delivery of the Goods and/or Services are approximate only and the Printer shall not be liable for any delay of up to 10 Working Days in delivery of the Goods and/or Services howsoever caused. Time for delivery of the Goods and/or Services shall not be of the essence. The Printer shall have no liability to the Print Buyer if any information provided to the Print Buyer as to the progress of the provision of the Services is incorrect or if any delay is caused by the Print Buyer’s action or inaction.
8.3 Subject to the Printer giving the Print Buyer prior reasonable notice the Printer may deliver the Goods and/or Services to the Print Buyer in advance of the quoted delivery date.
8.4 Where the Printer undertakes work in instalments each delivery shall constitute a separate contract and failure by the Printer to deliver any one or more instalments in accordance with the Transaction shall not entitle the Print Buyer to treat the Transaction as a whole as repudiated.
8.5 The Printer may at its discretion refuse to print any matter or to supply any part of the Goods and/or Services which it believes is or is likely to be contrary to any Laws or of a libellous nature or which may infringe the proprietary or intellectual property rights of any third party.
9. RISK AND PROPERTY
9.1 Risk of damage to or loss of, the Goods shall pass to the Print Buyer upon delivery of the Goods at the Delivery Address or collection of the Goods by the Print Buyer.
9.2 Notwithstanding delivery and/or the passing of risk in the Goods, the Goods shall remain the property of the Printer until the Print Buyer has paid to the Printer all sums outstanding under the Transaction and all other contracts between the parties.
9.3 If the Goods are combined with goods the property of the Print Buyer or are incorporated therein, the product thereof shall become and/or shall be deemed to be the sole and exclusive property of the Printer. If the Goods are combined with goods the property of any person other than the Print Buyer or are incorporated therein, the product thereof shall become or shall be deemed to be owned by the Printer in common with that other person.
9.4 Until such time as the property in the Goods passes to the Print Buyer, the Print Buyer shall hold the Goods as the Printer’s fiduciary agent and bailee, and shall keep the Goods separate from those of the Print Buyer and third parties and properly stored, protected and insured and identified as the Printer’s property, but shall be entitled to resell or use the Goods in the ordinary course of its business.
9.5 In the event of the Print Buyer becoming insolvent or having a receiver appointed of the whole or any part of its property or compounding with its creditors or going into liquidation or in the event of payment for any Goods being overdue then and in any such event it shall be lawful for the Printer, its servants, officers or representatives to enter upon the Print Buyer’s premises and recover possession of any Goods of the Printer for which the Printer has not been paid and to take away such Goods.
9.6 Until such time as the property in the Goods passes to the Print Buyer (and provided the Goods are still in existence and have not been resold), the Printer shall be entitled at any time to require the Print Buyer to deliver up the Goods to the Printer, and if the Print Buyer fails to do so forthwith, to enter upon any premises of the Print Buyer or any third party where the Goods are stored and repossess the Goods.
9.7 In the event of any Goods being sold or otherwise disposed of by the Print Buyer before the Printer has been paid for them in full, then the entire proceeds of sale thereof and/or any other monies received by the Print Buyer or by a factor or by any other person (except a purchaser of goods in good faith without notice of this Condition 9) in connection with the sale, disposal or factoring of the Goods or of invoices dealing with the Goods (whether such monies are received by the Print Buyer’s own customers or from factors or other third parties) shall be held in trust for the Printer and shall not be mingled with other monies or paid into any overdrawn bank account and shall be at all times identifiable as the Printer’s monies unless and until all monies referred to in Condition 9.2 have been fully paid. The Print Buyer shall give written notice of this Condition to any factor or other person except a purchaser of goods in good faith.
9.8 In the event of certain Goods having been paid for by the Print Buyer and other Goods not having been so paid for the onus of proof shall be on the Print Buyer to show that any Goods remaining in its possession are Goods for which it has paid.
9.9 This Condition 9 does not entitle the Print Buyer to return the Goods or to refuse or delay payment on the grounds that the property has not yet passed nor shall it constitute an agency.
9.10 The Print Buyer appoints the Printer his agent with full authority to execute on his behalf any document or instrument which may be required in order to perfect the Printer’s title and interest in the Goods.
9.11 The Print Buyer 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 the Printer, but if the Print Buyer does so all moneys owing by the Print Buyer to the Printer shall (without prejudice to any other right or remedy of the Printer) forthwith become due and payable.
10. USE OF MATERIALS
10.1 The Print Buyer shall at its own expense retain duplicate copies of all materials supplied by it to the Printer in any form whatsoever, including (without limitation) any electronic format, and insure them against accidental loss or damage. The Printer shall have no liability for loss or damage of such materials, howsoever caused.
10.2 The Printer may charge the Print Buyer a reasonable fee for the storage of the Goods following the due date for delivery of the Goods if the Print Buyer refuses or is unable to take delivery of the Goods.
10.3 If the Print Buyer submits any materials to the Printer by means of an electronic file which is not suitable for outputting on equipment normally adequate for such purposes without adjustment or other corrective action the Printer may charge the Print Buyer for any additional costs incurred as a result.
10.4 Metal, film, glass and other materials owned by the Printer and used by it in the production of type, plates, moulds, stereotypes, lectrotypes, film-setting, negatives, positives and the like shall remain its exclusive property. Any such items supplied by the Print Buyer for the purposes of the Transaction shall remain the Print Buyer’s property.
10.5 Type may be distributed and lithographic, photographic or other work effaced immediately after the order is executed unless otherwise agreed by the Printer in Writing, in which event a further fee may be charged.
11. WARRANTIES AND LIABILITY
11.1 The Printer will use its reasonable endeavours to supply the correct quantity of Goods and/or Services ordered, but quantities of Goods and/or Services to be delivered are subject to tolerance margins of 5 per cent for work in one colour only and 10 per cent for other work being allowed for excess or shortage (4% and 8% respectively for quantities exceeding 50,000) the same to be added to or deducted from the price.
11.2 Subject to Condition 11.1, the Printer shall use its reasonable endeavours to deliver the Goods and the Services in accordance with any specification agreed with the Print Buyer but the Printer does not warrant that the Goods and/or Services will be fit for any particular purpose or of satisfactory quality and all implied warranties and conditions relating to the Goods and/or the Services are hereby excluded to the fullest extent permissible by law.
11.3 The Printer shall be under no liability in respect of any defect in the Goods and/or Services arising from any drawing, design or specification supplied by the Print Buyer.
11.4 The Printer shall not be liable for indirect loss of profits, loss of data, goodwill or any other type of special, indirect or consequential loss or third party claims occasioned by delay in delivering the Goods and/or Services or for any loss to the Print Buyer arising from delay in transit, whether as a result of the Printer’s negligence or otherwise. 11.5 Where the Goods and/or Services are defective for any reason, including negligence, the Printer’s liability (if any) shall be limited to rectifying such defects at its own expense. Where the Printer rectifies defective work the Print Buyer shall not be entitled to any further remedy or claim in respect of the work done.
11.6 Advice of damage, delay or partial loss of Goods in transit or of non-delivery must be given in Writing to the Printer within three days of delivery or performance (or, in the case of delivery, within three days of the date that the Goods were due to be delivered and, in the case of partial non-delivery, within 14 days of the date that the Goods are delivered). Any such claim must be made in writing to the Printer within seven clear days of delivery or performance (or in the case of non-delivery within 14 days of despatch). All other claims must be made in writing to the Printer within 14 days of delivery or performance. The Printer shall not be liable in respect of any claim unless these requirements have been complied with except in any particular case where the Print Buyer 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 possible.
11.7 Nothing in these Conditions shall exclude or limit the Printer’s liability for death or personal injury as a result of its negligence or its liability resulting from its fraud.
11.8 Subject to the provisions of Condition 11.7, the Printer shall not be liable to the Print Buyer by reason of any breach of its contractual obligations arising under any Transaction or any is-representation, mis-statement or tortuous act or omission including negligence arising under or in connection with a Transaction for any sum exceeding 125% of the price payable by the Print Buyer to the Printer under the Transaction in respect of any single incident or series of connected incidents.
12. FORCE MAJEURE
The Printer shall not be liable for any failure or delay to carry out the Transaction for any reason beyond its reasonable control, including (without limitation), 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 Transaction.
13. BREACH AND INSOLVENCY
13.1 either party makes any voluntary arrangement with its creditors or (being an individual or firm) becomes bankrupt or (being a company) becomes subject to an administration order or goes into liquidation (otherwise than for the purposes of amalgamation or reconstruction);
13.2 an encumbrancer takes possession, or a receiver, is appointed of any of the property or assets of either party; 13.3 either party ceases, or threatens to cease, to carry on business; or
13.4 either party reasonably apprehends that any of the events mentioned above is about to occur in relation to the other party and notifies the other party accordingly;
13.5 either party commits a material breach of its obligations under these Conditions or this Transaction which (in the case of a breach capable of remedy) is not remedied within 20 Working Days of receipt of a written notice to remedy the same. Then without prejudice to its other rights and remedies under these Conditions and/or at law the party not affected by the circumstances described in this Condition 13 shall be entitled to cancel the Transaction and/or suspend any further deliveries under the Transaction without any liability to the other party, and if the Goods and/or the Services have been delivered but not paid for, the price of them shall become immediately due and payable.
The Printer shall be entitled to a general lien over all goods and property of the Print Buyer in its possession and shall be entitled on the expiration of 14 days notice to dispose of such goods or property in such manner and at such price as it thinks fit and to apply the resulting sums against any sums owed to it.
15.1 The Transaction is personal to the Printer and the Print Buyer who may not assign, transfer, declare on trust or otherwise dispose of any of its rights under the Transaction to any other person without the prior consent in Writing of the other party.
15.2 Nothing in these Conditions is expressly or impliedly intended to confer on any third party any right to enforce any of its provisions pursuant to the Contracts (Rights of Third Parties) Act 1999.
15.3 Any notice required or permitted to be given by either party to the other under these Conditions shall be in writing and addressed to the Printer at its registered office and to the Print Buyer at the address given on its order or to such other address as may at the relevant time have been notified to the party giving notice pursuant to this provision.
15.4 No waiver by either party of any breach of these Conditions by the other party shall be considered as a waiver of any subsequent breach of the same or any other provision.
15.5 Any provisions of these Conditions which is held invalid or unenforceable shall be ineffective to the extent of such invalidity or unenforceability without invalidating or rendering unenforceable the remaining provisions of these Conditions.
15.6 The Transaction and these Conditions are subject to the laws of England and Wales and both parties agree to submit to the exclusive jurisdiction of the English Courts.
15.7 These Conditions (together with the terms set out in the Particulars and the Transaction Terms and Conditions) contain the entire agreement between the parties with respect to the subject matter of the Transaction, supersede all previous agreements and understandings between the parties with respect to such subject matter, and may not be modified except as agreed in writing between the Printer and the Print Buyer.
15.8 Goods that have been made to the Customer’s specification or are clearly personalised are excluded from the right to cancel per the Consumers Contracts Regulations 2013.
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