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TERMS AND CONDITIONS THINKPRINT (UK) LIMITED
1. Interpretation
A) In these Conditions the term “Company” means Thinkprint (UK) Limited and the terms “Print” include reproduction by any process.
B) “Buyer” shall mean the person, firm or company who accepts a quotation of the Company for sale of good or whose order of goods is accepted by the Company.
C) “Goods” means the goods including any instalment of the goods which the Company is to supply in accordance with these conditions.
D) The acceptance of any tender, quotation or estimate or the placing of any order, requisition or indent for Goods sold or supplied or for work to be done or to be procured by the Company is subject to the following Conditions which are deemed to be incorporated therein.
E) Unless the Buyer’s order, requisition or indent in the acceptance of a current tender or quotation of the Company, there shall be no binding contract until the Buyer order, requisition or indent has been received and accepted by the Company.
F) In the event of the Buyer’s order, requisition or indent containing conditions which are at a variance with these Conditions of Sale, these Conditions of sale shall, unless otherwise agreed in writing prevail.
G) The headings form no part of these Conditions of Sale and shall not affect their interpretation.
2. Price Variation
Estimates are based on the Company’s current costs of production and, unless otherwise agreed, are subject to amendment on or at any time after acceptance to meet any rise or fall in such costs.
If, from the original quote, further costs are to be incurred regarding extra type setting, more detailed logos or different substrates, the Company will endeavour, if possible to advise the Buyer of increases but cannot be held responsible for such eventualities.
3. Tax
Expect in the case of a buyer who is not contracting in the course of a business nor holding himself out as doing so, the Company reserves the right to charge the amount of any value added tax payable whether or not included on the estimate or invoice.
4. Copy A further charge may be added to cover additional work involved where copy supplied is not clear and legible.
5. Design and other Preliminary Work
A) All preliminary and additional work carried out at the Buyer’s request whether of a design or experimental nature or otherwise and not specifically included in any quotation will be charged for the rates specified by the Company from time to time.
B) Designs submitted by the Company remain the property and copyright of the Company unless otherwise agreed in writing.
6. Proofs
Proofs of all work unless otherwise specified by the Buyer will be submitted for the Buyer’s approval and the Company shall incur no liability for any errors not corrected by the Buyer in proofs so submitted. The buyer’s alterations and additional proofs necessitated thereby shall result in an extra charge payable by the buyer. When style, type or layout are left to the Company’s judgement, changes therefrom made by the buyer may be subject to a charge payable by the buyer. Where the buyer hasspecified that no proof is required, the art work, bromides supplied to the buyer shall be deemed to constitute the proof and shall be examined as such by the buyer. Any buyer’s change and alterations necessitated thereby shall result in an extra charge being made to and payable by the Buyer. The Company shall not incur any liability of an nature whatsoever to the buyer or any third party or parties for any errors, omissions, defects or other faults in the artwork, bromides or material supplied nor shall the printer incur any liability to the buyer or to any third party or parties for any claims, damages, expenses, costs, losses and consequential losses of any nature whatsoever arising whether directly or indirectly out of the buyer’s failure to require a proof.
7. Delivery and Payment
A) Delivery of the goods shall be made to the buyer collecting the Good’s at the Company’s premises at any time after the Company has notified the buyer that the Goods are ready for collection or if some other place for delivery is agreed by the Company delivering the Goods there.
B) Payment shall become due upon notification of the Company that the Goods are ready for delivery notwithstanding that delivery has not taken place and the property in the Goods has passed to the Buyer. Time of payment of the price shall be of the essence of the Contract.
C) If the buyer fails to make any payments within 30 days of the same becoming due then (without prejudice to any other right or remedy available to the Company) the Company may cancel the contract or suspend any further deliveries
D) The Company will be entitled to reimbursement of all external or additional costs and expenses reasonably incurred in the enforcement of its rights under this clause including but not limited to the payment of debt recovery and/or legal fees and expenses whether incurred before or after legal proceedings.
E) Under The Late Payment of Commercial Debts (Interest) Act 1998, charge the Client interest (both before and after any judgement) on the amount unpaid, at the rate of 4% per annum above (National Westminster Bank Plc) base rate from time to time, until payment in full is made (a part of a monthbeing treated as a full month for the purpose of calculating interest)
F) In consideration of Thinkprint (UK) Limited providing goods and services to the Buyer, the directors of the Buyer, as at the date hereof, indemnify Thinkprint (UK) Limited in respect of all fees due from the Buyer. The directors shall be so liable personally as principal debtors, not as guarantors, and their liability shall continue whether or not the monies due to Thinkprint (UK) Limited by the Buyer are irrecoverable for any reason whatsoever.
G) Any dates quoted for delivery are approximate and the Company shall not be liable for any delay in delivery. Time for delivery shall not be of the essence unless agreed by the Company in writing. The goods may be delivered by the Company in advance of the quoted dated upon giving reasonable notice to the Buyer.
H) Every endeavour will be made to deliver the correct quantity ordered, but estimates are conditional upon margins of five per cent for work in one colour only and 10% for other work being allowed for overs or shortages (4 per cent and 8 per cent) respectively for the quantities exceeding 50,000 the same to be charged or deducted.
I) Where goods are to be delivered by instalments each delivery shall constitute a separate Contract and failure by the Company to deliver any one or more instalments in any claim by the buyer in respect of one or more instalments shall not entitle the Buyer to treat the Contract as repudiated.
J) If the buyer fails to take delivery of the Goods or fails to give the Company adequate delivery instructions at the time stated for delivery then without prejudice to it’s other rights of remedies of the Company may:
i) Store the goods until actual delivery and charge the Buyer the reasonable costs thereof (including insurance) and
ii) Sell the Goods at the best price reasonably obtainable and after deduction of all reasonable storage and sale expenses charge the Buyer for any shortfall below the price payable to the Buyer.
8. Claims
Advice of damage, delay or partial loss of Goods in transit or of non delivery must be given in writing to the Company and the carrier within three clear days of delivery, (or, in the case of non-delivery, within 28 days of despatch of the Goods) and any claim in respect thereof must be made in writing to the Company and to the carrier within seven clear days of delivery (or, in the case of non-delivery, within 42 days of despatch). All other claims must be made in writing to the Company within 28 days of delivery. The company shall not be liable in respect of any claims unless the aforementioned requirements have been complied with expect in any particular case where the customer proves that
i) It was not possible to comply with requirements and
ii) Advice (where required) was given and the claim made as soon as reasonably possible
9. Liability
A) The buyer agrees that the following terms and conditions and warranties otherwise expressly stated herein and whether statutory or otherwise expressed or implied are deemed to be inconsistent here with and are expressly excluded:
i) As to the quality of the Goods or any services
ii) As to the performance of the Goods and services
iii) As to the fitness for any particular purpose of the Goods and services sSave and expect as they
impose liability on the Company for death or personal injury resulting from the negligence of the
Company, it’s servants or agents.
B) The buyer further agrees that subject as aforesaid the Company shall not under any circumstances be liable in any way whatsoever whether in contract tort or otherwise for any of the following matters:
i) Consequential loss (including loss or profit) damage, detention or injury of any kind whatsoever and however arising
ii) Any personal injury or damage to property whatsoever and howsoever arising.
C) In lieu of any warranty or condition, statutory or otherwise expressed or implied as to the quality, performance or fitness for any particular purpose of the Goods or service to the Company agrees that if work is defective by reason of default of the Company to use reasonable skill and care, the Company shall as it’s sole discretion either rectify such defect at it’s own expense or refund the charge made by the Company for setting and producing the defective work. Under no circumstances whatsoever shall the Company be under any further liability of any kind.
10. Standing Materials
A) Metal, film and other materials owned by the Company and used by it in the production of plates, film setting negatives, positives, and the likes remain exclusive property. Such items when it is supplied by the Buyer shall remain the Buyer’s property.
B) Metal plates owned by the Company will be held for 18 months (unless obsolete by the date) unless written arrangements are made to the contrary. In the latter event the cost of storage may be charged.
11. Customers Property
A) Expect in the case of a Buyer who is not contracting in the course of a business nor holding himself out as doing so, customer’s property and all property supplied to the printer by or on behalf of the buyer shall while it is in the possession of the printer or in transit to or from the buyer be deemed to be at buyer’s risk unless otherwise agreed and the buyer should insure accordingly.
B) The company shall be entitled to make a reasonable charge for the storage of any Buyer’s property left with the Company before receipt of the order or after notification to the Customer of completion of the work.
12. Materials supplied by the Buyer
A) The Company may reject any paper, copy film, plates or other materials supplied or specified by the Buyer which appear to him to be unsuitable but the Company shall be under no liability to check the quality or suitability of the same. Additional costs incurred if materials are found to be unsuitable during production may be charged to the company.
B) Where materials are so supplied, or specified, the Company will take every care to secure the best results but responsibility will not accepted for imperfect work caused by defects, shortfalls in compliance with specified requirements or unsuitability of materials or specified.
C) Quantities of materials supplied shall be adequate to cover normal spoilage.
D) Whilst every endeavour will be made to supply material in accordance with the quality of the samples submitted or quoted for this cannot be guaranteed.
13. Risk and Property
A) The risk of damage for or loss of the Goods shall pass to the Buyer:
i) In relation to Goods to be delivered at the Company’s premises at the time wWhen the Company notifies the Buyer that the goods are ready for collection.
ii) In any other case at the time of delivery or if the Buyer wrongfully fails to take delivery at the time when the Company tenders delivery of the Goods.
B) Notwithstanding delivery and passing of the risk in the Goods the property in the Goods shall not pass to the Buyer until payment is made in full for them and all other monies owed by the Buyer to the Company have been paid in full and unconditionally.
C) Until such a time as the property in the Goods passes to the Buyer the Buyer shall hold the Goods on a fiduciary basis as Bailee of the Company. In this capacity the Buyer is entitled to resell the Goods in it’s ordinary course of business.
D) Until such as time as the property in the Goods passes from the Company proceeds of sale or otherwise of the Goods (whether tangible or intangible) including insurance proceeds shall be held in the trust for the Company and kept separate from any monies or properties of the Buyer or 3rd parties (and in the case of the tangible proceeds, properly stored protected and insured.)
E) The buyer hereby assigns to the Company all rights and claims which the Buyer may have agreed against the Buyer arising from such sales until payment is made in full of the prices of the Goods.
F) Until such time as they are resold or property to them passes to the Buyer the Goods shall be kept separate from those of the Buyer and property stored, protected insured and identified as the Company’s property.
G) Until such a time as the property in the Goods passes to the Buyer (and provided the Goods are still in existence and have not been resold) the Company shall be entitled at any time to require the Buyer to deliver up the Goods to the Company, and if the Buyer fails to do so forthwith to enter upon any premises of the Buyer or third party where the Goods are stored and repossess the Goods.
H) The 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 Company but if the Buyer does so all monies owing by the Buyer to the Company shall (without prejudice to any other right or remedy of the Company) forthwith become due and payable.
14. Insolvency
A) This clause applies if:
i) The Buyer makes any voluntary arrangements with it’s Creditors or becomes subject to winding up petition or an Administration Order of (being an individual or firm) become bankrupt or (being a Company) goes into Liquidation (otherwise than for the purpose of amalgamation or reconstruction) or
ii) An encumbrance takes possession or a Receiver is appointed to any of the Property or assets of the Buyer or
iii) The Buyer ceases or threatens to cease to carry on business or
iv) The Company reasonably apprehends that any of the events mentioned above is about to occur in relation to the Buyer and notifies the Buyer accordingly.
B) If this clause applies then without prejudice to any right or remedy available to the Company it shall have the right not to proceed further with any contract or any other work for the customer or cancel any contract or suspend any deliveries without any liabilities to the Buyer and if the Goods have been delivered but not paid for the price shall become immediately due and payable notwithstanding any previous arrangements to the contrary and the Company shall 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, and in respect of all unpaid debts due from the Buyer have a general lien on all goods land property 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 in such manner and at such price as the Company thinks fit and to apply the proceeds towards such debts.
15. Illegal Manner
A) The Company shall not be required to produce any matter which in it’s opinion is or may be of illegal or libellous matter or an infringement of the property or other rights of any third party and which would otherwise involve any criminal or tortuous liability of any kind.
B) The Company shall be fully indemnified by the Buyer in respect of any claims, costs and expenses arising out of libellous of matter the infringement of copyright, patent, design, trade or service work or any other proprietary or personal rights contained in any materials printer for the Buyer. The in demnity shall extend to any amounts paid in settlement of any claim.
16. Force Majeure
The Company shall be under no liability or deemed to be in breach if it shall be unable to carry out any provision of the contract for any reason beyond it’s reasonable control including (without limiting the foregoing) Act of God, legislation, war, fire, flood, drought, failure of power supply, lock out, strike or any other action taken by employees in contemplation of furtherance of a dispute or owing to any liability 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 Company, elect to terminate the contract and pay for work done and materials used but subject thereto shall otherwise accept delivery when available.
17. Law
These conditions and all other express terms of the contract shall be governed and constructed in accordance with the laws of England
