KINGSBURY PRESS, TERMS & CONDITIONS OF BUSINESS
a) In these conditions “We” shall mean Kingsbury Press. “Goods” shall mean the work to be produced by us pursuant to the Contract. “You” shall mean the customer that has placed the order for the Goods to be produced, and “Contract” means any agreement between the two parties to carry out your printing work on these conditions.
b) 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.
c) 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.
Work carried out whether experimentally or otherwise, at your request, will be charged unless otherwise agreed.
Any corrections, including alterations in style, and the cost of additional proofs necessitated by such corrections will be charged extra. Proofs of all work may be submitted for your approval, and in that event no responsibility will be accepted by us for any errors in them not corrected by you. You hereby acknowledge that the print quality of the Goods (compared with any proof) 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).
a) Delivery shall be deemed to take effect either when (1) the Goods leave our premises or (2) we give you notice that the Goods are ready for collection.
b) Should expedited delivery be agreed and necessitate overtime or other additional cost, an extra charge may be made.
c) 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 unless you give at least 14 days notice in writing of your intention to do so.
d) In the event of delay, you shall be responsible for any storage, and/or transport and any insurance or other costs incurred by us.
PRICE & PAYMENT
a) All quotations and invoices 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: packaging, delivery, storage, samples and any purchase, sales value added or other tax payable.
b) Quotations are based on the current costs of production and are subject to amendment by us 30 days after acceptance to meet any rise or fall in such costs.
c) 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.
d) We shall have the right to charge interest at 1.5% per month calculated daily on overdue accounts.
e) If any additional costs are incurred or you suspend or delay a print job, we shall be entitled to recoup all our additional costs as a result from you.
f) 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 correct quantity ordered, but quotations are conditional upon a margin of 10 per cent for overs or shortages.
a) Upon delivery the risk in the Goods (for example of loss and damage) passes to you but ownership does not.
b) Until payment has been made in full to us for all sums due under this contract or any other (1) legal and beneficial ownership in the Goods remains with us and you shall hold them on a fiduciary basis as our bailee; and (2) you must store the Goods separately in such a way that they remain readily identifiable as our property.
c) We will be entitled to repossess the Goods if this or any other contract with you terminates for the reasons set out in clause 17 below. We will then be entitled to sell the items and use the monies in part satisfaction of any indebtedness.
a) All complaints must be made in writing to us within 3 days of delivery.
b) 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.
c) We shall not be liable for loss of profits, goodwill or any type of indirect loss or consequential loss.
d) Where work is defective for any reason, including negligence, other than death or personal injury, or where the Goods do not comply with any specification agreed between you and us, you may return the Goods to us (at your expense) within the time limit specified in clause (a). Our liability (any) in relation to such defect or non-compliance with specification shall be limited to rectifying such defect or non-compliance.
e) If we are unable to rectify any defect or non-compliance in accordance with clause 8.4, our 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 provided that where you show the same to have resulted from our negligence or fraudulent misrepresentation our liability for death or personal injury shall be unlimited.
f) 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.
g) Except as expressly stated herein, all conditions, warranties, representations and/or undertakings, express or implied, statutory or otherwise are excluded.
a) 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.
b) We may discard or destroy any materials used in relation to production of the Goods immediately after the order is executed unless written arrangements are made to the contrary. In the latter event, rent may be charged.
c) The provisions of clause (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.
d) 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 entrusted to us will be taken, liability for loss or damage shall be limited to the invoice value of the reproduction element of that particular original or article. 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 the client.
MATERIAL SUPPLIED BY THE CUSTOMER
a) We may reject any paper, film, digital information, computer media or other materials supplied or specified by you which appear to us to be unsuitable. Additional costs incurred by materials which are found to be unsuitable during production may be charged.
b) Where materials are so supplied or specified, responsibility for defective work will not be accepted by us unless this is due to our failure to use reasonable skill or care.
c) Quantities of materials supplied shall be adequate to cover normal spoilage.
a) Nevertheless we may terminate such contract and/or any order (and/or any other contract and/or order currently subsisting with you) forthwith if (a) any sum due from you to us (whether under this contract or otherwise) remains unpaid; or (b) you fail to remedy any other breach within 30 days upon being required so to do in writing, or (c) the other shall (being an individual) commit any act of bankruptcy or compound or make any arrangement with their creditors, or being a company has a winding up petition presented or enters into liquidation, whether compulsory or voluntary (other than for the purpose of amalgamation or reconstruction) scheme of arrangement for the benefit of its creditors or has a receiver appointed of all or any part of its assets or takes or suffers any similar action in consequence of debt or has a petition for an administration order presented in relation to it.
b) Termination of this Contract shall not affect the rights or remedies of either party.
INTELLECTUAL PROPERTY AND CONFIDENTIALITY
a) 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 fully and effectually and will keep us indemnified, against all costs, expenses, damages and losses in connection with any third-party claims or proceedings whatsoever (including claims settled by us or our sub-contractor in our/their discretion) in respect of the Goods. This includes (but not by way of limitation) 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.
b) Both parties shall keep in strict confidence all 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 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).
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 nonexclusive jurisdiction of the English Courts.
a) The Printer 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.
b) The printer shall be indemnified by the customer in respect of any claims, costs and expenses arising out of any libellous matter printed for the customer or any infringement of copyright, patent or design.
Every effort will be made to carry out the contract but its due performance is subject to cancellation by the printer or to such variation as he may find necessary as a result of inability to secure labour, materials or supplies or as a result of any Act of God, War, Strike, Lockout or other labour dispute, Fire, Flood, Drought, Legislation or other cause (whether of the foregoing class or not) beyond the printer’s control.
DELIVERY AND PAYMENT
Delivery of work shall be accepted from the date of 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.