KINGSBURY PRESS, TERMS & CONDITIONS OF BUSINESS
- In these Conditions “we”, “our” and “us” shall mean Bluetree Print Ltd T/A Kingsbury Press, company number 13575578, with registered office at Unit A Brookfields Park, Manvers Way, Rotherham, England, S63 5DR.
- “You” shall mean the customer that has placed the order for the Goods to be produced.
- “Business Day” shall mean a day other than a Saturday, Sunday or bank or public holiday when banks generally are open for non-automated business in England.
- “Contract” shall mean any agreement between the two parties to carry out your printing work on these Conditions, including any applicable Order, Specification and Quotation.
- “Experimental Works” shall have the meaning given to it in condition 3.c.
- “Goods” shall mean the work to be produced by us pursuant to the Contract.
- “Intellectual Property Rights” shall mean copyright, rights related to copyright such as moral rights and performers rights, patents, rights in inventions, rights in confidential information, know-how, trade secrets, trade marks, geographical indications, service marks, trade names, design rights, rights in get-up, database rights, databases, domain names, business names, rights in computer software, the right to sue for infringement, unfair competition and passing off, and all similar rights of whatever nature wherever in the world arising and, in each case: whether registered or not; including any applications to protect or register such rights;
including all renewals and extensions of such rights or applications; whether vested, contingent or future, and wherever existing.
- “Order” means an order for the Goods from us as defined in condition 2.a and inclusive of any required Specification.
- “Price” shall mean the price for the Goods shall be as set out in the Quotation or, where no such provision is set out, shall be calculated in accordance with our scale of charges in force from time to time (subject to conditions 6.b and 6.c).
- “Specification” means the technical, visual or other specification for the required quality and characteristics of each of the Goods.
- “Quotation” shall have the meaning given to it in condition 2.f.
These Conditions override any differing conditions which may appear on your Order form or other document issued by you and may be varied only with our consent in writing.
These Conditions apply to and form part of the contract between us and you. No terms or conditions endorsed on, delivered with, or contained in your purchase conditions, Order, confirmation of order, specification or other document shall form part of the Contract except to the extent that we agree in writing. Marketing and other promotional material relating to the Goods are illustrative only and do not form part of the Contract.
You undertake, warrant and represent that you will comply with the Modern Slavery Act 2015 and the Bribery Act 2010.
Any notice given by a party under this Contract shall be in writing (including email), in English and sent to the other party.
- You may at any time provide us with a written order for Goods (an “Order”).
- Each Order by you to us shall be an offer to purchase the Goods, subject to the Contract.
- Where the Goods requested by you under the Order are Goods of the type which require us to agree further details to create a Quotation for you, then:
- you shall submit a draft Order for such Goods to us including any required Specification, in accordance with condition 2.a;
- you shall promptly, and your cost and expense, provide all necessary information, support and assistance as may be required by us from time to time in together considering the draft Order and Specification;
- we shall submit an updated draft Order and/or Specification to you within a reasonable period of time of the date of receipt of the draft Order;
- we shall update and amend the draft Order and/or Specification from time to time as reasonably required as a result of our recommendations, and interactions and discussions with you pursuant to condition 2.c.c; and
- you shall submit the completed Order (inclusive of the Specification) to us when it is agreed.
- Each Order shall form part of and be interpreted in accordance with these Conditions.
- We may accept or reject an Order at our discretion.
- We shall accept an Order by issuing you a Quotation which you are required to accept in writing (including via email) at which point the Contract shall become binding (“Quotation”). The Quotation shall remain in effect and capable of being accepted by you for 30 (thirty) days from the date on which we supplied the Quotation, at which time it shall automatically lapse and be withdrawn.
- Rejection by us of an Order, or by you of a Quotation, including any communication that may accompany such rejection, shall not constitute a counter-offer capable of acceptance by you.
- Following your acceptance of a Quotation in accordance with condition 2.f:
- you shall, without undue delay, provide us with the details, artwork, imagery and other requirements as discussed, as set out in the Quotation, or as set out in condition 12.a; and
- we shall immediately begin to order the materials making up the Goods.
- Following your acceptance of a Quotation, we may provide you with an order to proceed or a proof of concept document, as an example of what the Goods may look like and we may require you to confirm that this document is correct, at which point the design of the Goods shall become binding.
- In some cases, the Goods that you request under the Quotation may be a new concept or otherwise a request that we have not completed before (“Experimental Works”) for example, where you request that bespoke material types or sizes are used to create the Goods. If this is the case, we will let you know, prior to providing a Quotation that the Goods shall be provided on an experimental basis and that it will be considered an Experimental Works. You will be obliged to pay the Price for such Experimental Work(s) carried out, whether the end product is produced (in part or in full) or not, unless otherwise agreed in writing.
Proofs, Dummies and Samples
- Proofs and samples of Goods may be submitted for your approval, either electronically or in a hard copy (or both). Such proofs and samples are to ensure that you are satisfied with the colour and content of the Goods.
- If you are not satisfied with the design or any element of the proof or sample(s), you must notify us in writing without undue delay. Where such proof or sample is provided, we shall not be liable for any errors, defects or non-compliance with any Specification in the final Goods delivered and/or printed, which were visible or otherwise discoverable on a proof or a sample, which has not been promptly notified to us or corrected by you.
- Any further material, dummies corrections, including alterations in style, and the cost of additional proofs or samples necessitated by such corrections set out in condition 4.b will be charged in addition to the Price. We will notify you of such additional costs, prior to making any amendments. A dummy product is a model or a prototype version of the Goods based substantially on the specifications to help you visualise how a print
project will look when it is complete. Should you order a Dummy, this will be specified on the Quotation.
- You hereby acknowledge and agree that the print quality of the Goods (compared with any proof or sample) may be adversely affected where any materials supplied by you or any third party on your behalf are not in a format to give optimum print quality from the lithographic printing process and we accept no responsibility in respect of this.
- Without prejudice to the provisions of these Conditions, you accept and agree that we have no liability whatsoever for failing to meet any delivery dates where your input, artwork, film, products, processing instructions or proofs, have not been delivered to us by the date required (or in reasonable time for processing to commence according to our timetable).
- We deliver Goods to the UK and internationally. Delivery may be completed by us or one of our third party couriers, depending on your delivery location.
- Delivery shall be deemed to take effect either when: (i) the Goods leave our premises (for deliveries); or (ii) we give you notice that the Goods are ready for collection.
- We may deliver the Goods in instalments. Any delay or defect in an instalment shall not entitle you to cancel any other instalment. You shall not be entitled to reject a delivery of the Goods on the basis that an incorrect volume of the Goods has been supplied.
- Should expedited delivery be agreed and necessitate overtime or other additional cost, an extra charge may be made.
- Delivery dates shall be indicative only. Unless otherwise specifically agreed in writing between the parties any delivery date specified in the Contract is an estimate only and delivery will not entitle you to terminate without liability.
- If you fail to accept delivery of the Goods, or collect the Goods by the specified date/time (as the case may be) then we shall store the Goods pending delivery or collection and you shall pay all reasonable storage, redelivery, transport, any insurance or other costs incurred by us.
Price & Payment
- All Prices shall be net of tax (unless otherwise expressly set out) and we shall be entitled to add to any Quotation and invoice the amount of any of the following charges (which are excluded from the Price): packaging, delivery, storage, samples and any purchase, sales value added (VAT), customs, export tax or other tax payable.
- After a Contract has been entered into, we may increase the Prices with immediate effect by written notice to you where there is an increase in the direct cost to us of supplying the relevant Goods which exceeds 5% and which is due to any factor beyond our control.
- Prior to entering into a Contract, we may increase the Prices (including displayed Prices) at any time, without notification to you. Prices stated in a Quotation are based on the current costs of production and are subject to amendment by us 30 days or more after the date of the Quotation, to meet any rise or fall in such costs.
- Unless otherwise agreed by us in writing, we shall invoice you for the Goods, partially or in full, at any time following acceptance of the Quotation. Payment shall be made by you in full without deduction by way of set-off or otherwise within 30 days of the date of our invoice and shall be made in pounds sterling and to the bank account nominated by us.
- Time of payment is of the essence. Where sums due under these Conditions are not paid in full by the due date, we (without limiting our other rights) shall have the right to charge interest at 4% per annum above the base rate of the Bank of England from time to time in force, calculated on a daily basis.
- If any additional costs are incurred by us, or you suspend or delay a print job as a result of changing, requesting or amending further elements of the Goods set out under the Quotation, we shall be entitled to recoup all such additional costs as a result, from you. In which case we will invoice for these additional costs in accordance with condition 6.b.
- At your written request, we will provide you with a costing summary in relation to the Goods, the detail and content of such costing summary to be determined at our sole discretion, but which will cover the following headline areas: materials, pre-press, press, post-press, despatch, storage and packaging.
Variations in Quantity
- Every endeavour will be made to deliver the exact quantity of Goods ordered but, notwithstanding the terms included in any Quotation, all Quotations are conditional upon a margin of 10 per cent (10%) for overs or unders due to the manufacturing processes. For example, should you order 100 books and we are ultimately only able to deliver 99 due to the manufacturing process, we shall deliver the 99 books, subject to condition 7.b.
- Unless otherwise specified in writing, the default position shall be that any overs or unders referred to in condition 7.b. shall be charged at the run-on rate as set out in the Quotation. For example, should you order 100 books and we are only able to deliver 99 books, unless specified otherwise, we shall refund you for the 100th book on a pro-rata basis based on the Price set out in the Quotation.
- Upon delivery, the risk in the Goods (for example of loss and damage) passes to you but ownership does not.
- Until payment has been made in full and cleared funds to us for all sums due under this Contract including the Price and or any other payments due or payable: (1) legal and beneficial ownership in the Goods remains with us and you shall hold them on a fiduciary basis as our bailee; (2) you must store the Goods separately from all other materials in your possession, in such a way that they remain readily identifiable as our property; (3) take all reasonable care of the Goods and keep them in the condition in which they were delivered; and (4) insure the Goods from the date of delivery.
- We will be entitled to repossess the Goods if this or any other contract with you terminates for the reasons set out in condition 13 below. We will then be entitled to sell the items and use the monies in part satisfaction of any indebtedness or outstanding payments due from you to us.
- All complaints must be made in writing to us within 3 days of delivery or collection (as the case may be).
- Failing such notice, the Goods shall be deemed to be in accordance with the Contract and you shall be deemed to have accepted the Goods and be liable to pay for them in full.
- Subject to conditions 9.h and 9.i below, we shall not be liable for:
- loss of profits;
- loss of revenue;
- loss or corruption of data;
- loss or damage to equipment;
- loss of use;
- loss of production;
- loss of contract;
- loss of commercial opportunity;
- loss of savings, discount or rebate;
- harm to reputation or loss goodwill;
- waisted expenditure; or,
- any indirect loss, special loss or consequential loss.
- Subject to conditions 9.h and 9.i below, where work produced by us is defective for any reason, including due to our negligence or where the Goods do not materially comply with any Specification agreed in writing between you and us, you may return the Goods to us (at your expense) within the time limit specified in condition 9.a. In such circumstances, our total liability in relation to such defect or non-compliance with specification shall be limited to rectifying such defect or non-compliance.
- If we are unable to rectify any defect or non-compliance in accordance with condition 9.d above and subject to conditions 9.h and 9.i below, our total liability to you in respect of: (1) any breach of our contractual obligations arising under the Contract; and (2) any representation, statement or tortious act or omission including negligence arising under or in connection with the Contract, shall be limited to a sum equal to our charges for the work or that part of it so affected.
- You agree to afford us not less than 30 days in which to remedy any complaint. If we remedy the complaint, we shall have no further liability to you.
- Except as expressly stated herein, all conditions, warranties, representations and/or undertakings, express or implied, statutory or otherwise are excluded.
- Our total liability to you under this Contract shall not exceed the total Price paid by you.
- Notwithstanding any other provision of the Contract, the liability of the parties shall not be limited in any way in respect of the following:
- death or personal injury caused by negligence;
- fraud or fraudulent misrepresentation; or
- any other losses which cannot be excluded or limited by applicable law.
- Metal plates, “pre-RIPped” electronic artwork and “RIPped” flies/data and other materials used or created by us in the production of plates shall remain our exclusive property. For the avoidance of doubt, any electronic or other files or material as provided by you shall remain your property.
- Unless agreed otherwise in writing by us prior to the completion of the works, we may discard or destroy any materials used in relation to production of the Goods immediately after the Order is executed (including any materials provided by you). Should we agree to store any such materials (e.g. dye) then we shall store the materials pending delivery, use or collection and you shall pay us all reasonable storage, redelivery, transport, any insurance or other costs incurred by us.
- The provisions of condition 10.b shall not apply to any electronic files and “pre-RIPped” or “RIPped” files/data used in the production of the Goods which we shall archive for at least 6 months following delivery of the Goods.
- Without prejudice to all other remedies we shall, in respect of all unpaid debts due from you, have a general lien on all Goods and property in our possession (whether worked on or not) and shall be entitled on the expiration of 14 days notice to dispose of such goods and property as we think fit and to apply any proceeds towards such debts.
While every care and precaution against loss of, or damage to, originals or articles (or other similar materials) entrusted to us in accordance with this Contract will be taken, our liability shall be as set out in condition 9. Where such value is considered insufficient written notice must be given that insurance may be arranged on any one specific original to the cost of which will be passed on to you.
Material and Details Supplied by the Customer
- You will provide to us any materials to be used as components for the Goods. We may reject any paper, film, digital information, pdfs, hard copy artwork, computer media or other materials supplied or specified by you which appear to us to be unsuitable for the Goods. In the event that materials are found to be unsuitable during production (for example, paper that is unsuitable for running on the printers) we may charge you additional costs for the work incurred but not successfully completed.
- Where materials are so supplied or specified by you, we shall not be liable for any defective work produced by us or non-compliance to a Specification by us.
- Quantities of materials supplied shall be adequate to cover normal spoilage.
- We may terminate this Contract and/or any Quotation (and/or any other contract and/or Order currently subsisting with you) at any time by giving notice to you if:
- you have failed to pay any amount due to us under the Contract on the due date and such amount remains unpaid for a period of 30 days; or
- you commit a material breach of the Contract and such breach is not remediable; or
- you breach the Contract and you fail to remedy any other breach within 30 days upon being required so to do in writing; or
- any consent, licence or authorisation held by you is revoked or modified such that you are no longer able to comply with your obligations under the Contract or receive any benefit to which you are entitled.
- Either party may terminate the Contract at any time by giving notice in writing to the other party if the non-terminating party:
- stops carrying on all or a significant part of its business, or indicates in any way that it intends to do so;
- is unable to pay its debts either within the meaning of section 123 of the Insolvency Act 1986 or if the terminating party reasonably believes that to be the case;
- becomes the subject of a company voluntary arrangement under the Insolvency Act 1986;
- becomes subject to a moratorium under Part A1 of the Insolvency Act 1986;
- becomes subject to a restructuring plan under Part 26A of the Companies Act 2006;
- becomes subject to a scheme of arrangement under Part 26 of the Companies Act 2006;
- has a receiver, manager, administrator or administrative receiver appointed over all or any part of its undertaking, assets or income;
- has a resolution passed for its winding up;
- has a petition presented to any court for its winding up or an application is made for an administration order, or any winding-up or administration order is made against it;
- is subject to any procedure for the taking control of its goods that is not withdrawn or discharged within seven days of that procedure being commenced;
- has a freezing order made against it;
- is subject to any recovery or attempted recovery of items supplied to it by a supplier retaining title to those items; and/or
- is subject to any events or circumstances analogous to those in conditions 13.b.i to 13.b.xii in any jurisdiction.
- If you become aware that any event has occurred, or circumstances exist, which may entitle us to terminate the Contract under this condition 13, you shall immediately notify us in writing.
- Termination of this Contract shall not affect the accrued rights or remedies of either party at any time up to the date of termination.
Intellectual Property and Confidentiality
- You warrant to us that everything in the Goods you are entitled to use, and we will have no liability to you as a result of you breaking this requirement.
- You will indemnify us, keep us indemnified, and hold us harmless against all costs (including legal fees), expenses, liability, damages and losses incurred by us in connection with or as a result of:
- any third-party claims or proceedings whatsoever (including claims settled by us or our sub-contractor(s) in our/their discretion);
- your breach of these Conditions and/or arising out of the Goods (or any modification thereof); and
- any action, demand or claim that our provision of the services and the Goods, or our use or possession of the Goods, which is solely or partially based on your instructions or the information you have provided to us under this Contract, infringes the Intellectual Property Rights of any third party.
Each sub condition under this condition 14.b, includes (but is not limited to) all claims or proceedings for breach of contract, tortuous acts, infringements of any Intellectual Property Rights, copyrights, registered designs, design rights, trademarks, patents, confidential information and data protection.
- Both parties shall keep in strict confidence all confidential information, technical or commercial know-how, specifications, inventions, processes, data or initiatives which are of a confidential nature and have been disclosed by the other party and any other confidential information concerning the disclosing party’s business or its products and the parties shall restrict disclosure of such confidential material to such of its employees, agents or sub-contractors as need to know the same for the purpose of discharging the recipient party’s obligations and shall ensure that such employees, agents or sub-contractors are subject to like obligations of confidentiality.
Any Order may be cancelled by you either before or after work has been commenced provided all costs incurred by us up to the time of cancellation are paid and you compensate us for our loss of profit, including but not limited to, any losses or expenses incurred by reason of such cancellation (including all charges incurred as a result of returning any pre-ordered materials and/or preparatory work in relation to the Goods).
- We shall not be required to print any matter which in his opinion is or may be of an illegal or libellous nature, morally offensive, politically extreme, anti government or otherwise unacceptable.
- You shall indemnify us, keep us indemnified, and hold us harmless from and against any claims, costs (including legal fees), losses, damages, liability and expenses: (i) arising out of any libellous matter printed for you or on your instruction, or any infringement of copyright, patent or design; and (ii) incurred by u as a result of or in connection with your breach of your obligations under this Contract.
Delivery and Payment
Delivery of work shall be accepted from the date of the Order and thereupon or on notifications that the work has been completed the ownership shall pass and payment shall become due as per payment terms agreed with Kingsbury Press.
- Every effort will be made by us to carry out our obligations under the Contract. but you acknowledge and agree that its due performance is subject to cancellation by us.
- Neither party shall have any liability under or be deemed to be in breach of the Contract for any delays or failures in performance of the Contract which result from Force Majeure. The party subject to the Force Majeure event shall promptly notify the other party in writing when such the event causes a delay or failure in performance and when it ceases to do so. If the Force Majeure event continues for a continuous period of more than 30 days, either party may terminate the Contract by written notice to the other party.
- For the purposes of this condition, “Force Majeure” shall mean an event or sequence of events beyond a party’s reasonable control preventing or delaying it from performing its obligations under the Contract (such as an inability to secure materials or supplies) including, but not limited to, an act of God, fire, flood, lightning, drought, earthquake or other natural disaster, war, riot or civil unrest, interruption or failure of supplies of power, fuel, water, transport, legislation or government restriction, equipment or telecommunications service, or material required for performance of the Contract, strike, lockout or boycott or other industrial action including those involving us or our suppliers’ workforce, but excluding your inability to pay or circumstances resulting in your inability to pay.
The parties agree that the Contract, any Quotation and any documents entered into pursuant to it constitutes the entire agreement between them and supersedes all previous agreements, understandings and arrangements between them, whether in writing or oral in respect of its subject matter. If there is a conflict between the terms of these Conditions and the terms of the Quotation, the terms of the Quotation shall prevail.
No Partnership or Agency
The parties are independent persons and are not partners, principal and agent or employer and employee and the Contract does not establish any joint venture, trust, fiduciary or other relationship between them, other than the contractual relationship expressly provided for in it. None of the parties shall have, nor shall represent that they have, any authority to make any commitments on the other party’s behalf.
- No failure, delay or omission by us in exercising any right, power or remedy provided by law or under the Contract shall operate as a waiver of that right, power or remedy, nor shall it preclude or restrict any future exercise of that or any other right, power or remedy.
- We may without your consent assign the benefit and burden of our rights and obligations. No notice of such assignment need be given to you. You may not assign your rights and obligations without obtaining our consent.
Third Party Rights
A person who is not a party to the Contract shall not have any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any of the provisions of the Contract.
If and insofar as any part or provision of this Contract is or becomes void or unenforceable it shall be deemed not to be or never to have been or formed a part of this Contract and the remaining provisions of this Contract shall continue in full force and effect.
These Conditions and all other express terms of the Contract shall be governed and constructed in accordance with the Laws of England. All disputes arising in connection with the Contract shall be submitted to the non-exclusive jurisdiction of the English Courts.