TERMS AND CONDITIONS OF SALE
1 General - These conditions of sale comprise the basis on which Printdirect sells Materials and in any resulting contract will take precedence over the Buyer’s conditions of purchase. No variation of, addition to or deletion from these conditions of sale shall be effective unless in writing and signed by Printdirect. Where an order for Materials is to be delivered in instalments each instalment shall comprise a separate contract. Any relaxation or concession that may be granted by Printdirect shall not invalidate, impair nor compromise these conditions of sale. Any contract may not be assigned by either party.
In these conditions of sale:
• ‘Printdirect’ shall be Printdirect UK Limited.
• ‘the Buyer’ shall be the person, firm, company or corporation by whom the orders placed or with whom the contract is made.
• ‘the Materials’ shall be all or any part of the print materials supplied by Printdirect to the Buyer under the Contract.
• the term “Contract” shall relate to both long term contractual agreements and to individual orders.
2 Proofs - The Seller requires the Buyer to complete and sign a proof that confirms the specifications of the Buyer for the Materials to be printed. The Seller is not liable for any errors on the proofs that are not corrected by the Buyer.
3 Printer’s Design - Printdirect may have to adjust the layout, style, type and design of the Materials in order to print the Materials. The Buyer authorises Printdirect to carry out such work where necessary and Printdirect shall not be liable for any such alterations Printdirect makes. Printdirect shall be entitled to make an additional charge of 0.5% plus VAT of the value of the order for carrying out such works.
4 Buyer’s Warranty - The Buyer warrants to Printdirect that it owns or has the right to reproduce the content in the proofs. The Buyer indemnifies Printdirect against any liability Printdirect may incur as a result of the breach of this warranty by the Buyer
5 Illegal Matter
(i) Printdirect shall not be required to print any matter which in their opinion is or may be of an illegal or libellous nature or an infringement of the proprietary or other rights of any third party
(ii) Printdirect reserves the right to refuse to print any matter which in its opinion may be prejudicial or detrimental to the reputation of Printdirect’s business.
(iii) Printdirect shall be indemnified by the Buyer in respect of any claims, costs and expenses arising out of any libellous matter or any infringement of copyright, patent, design or of any other proprietary or personal rights contained in any material printed for the Buyer.
6 Full Colour Printing
Every effort will be made to obtain the best possible colour reproduction on Buyer’s work but because of the nature of the processes involved, Printdirect shall not be required to guarantee an exact match in colour texture between the Buyer’s original colour photograph or transparency and the Materials.
Buyers who require colour reproduction of a specific standard and who wish to check the colour reproduction prior to printing, must order a colour proof, in writing when placing the order. This will be charged as an extra.
It is the Buyer’s own responsibility to ensure that the colour photograph(s) or transparency(cies) submitted are suitable for the work in hand. The company cannot accept liability for unsatisfactory results caused by unsuitable or inferior photographic originals.
7 Materials Supplied by the Buyer
(i) Printdirect may reject any paper, plates or other materials supplied or specified by the Buyer which appear to be unsuitable. Additional costs incurred if materials are found to be unsuitable during production may be charged except that if the whole or any part of such additional costs could have been avoided but for unreasonable delay by Printdirect in ascertaining the unsuitability of the materials then that amount shall not be charged to the Buyer.
(ii) Where materials are so supplied, Printdirect will take every care to secure the best results, but responsibility will not be accepted for imperfect work caused by defects in or unsuitability of materials so supplied or specified.
(iii) Quantities of materials supplied shall be adequate to cover normal spoilage.
8 Buyers Property
(i) Except in the case of a Buyer who is not contracting in the course of a business nor holding himself out as doing so, the Buyer’s property and all property supplied to Printdirect by or on behalf of the Buyer shall while it is in the possession of Printdirect or in transit to or from the Buyer be deemed to be at the Buyer’s risk, unless otherwise agreed and the Buyer should insure accordingly.
(ii) Printdirect shall be entitled to make a reasonable charge for the storage of any of the Buyer’s property left with Printdirect before receipt of the order or after notification to the Buyer for completion of the work.
(iii) Whilst every care is taken, Printdirect and their agents cannot accept any responsibility for loss or damage to artwork, photographs, transparencies etc. Any liability shall be limited to the replacement cost of the basic material.
9 Standing Material
(i) Metal, film, glass and other materials owned by Printdirect and used by it in the production of type, plates, moulds, stereotypes, electrotypes, film setting, negatives and the like shall remain his exclusive property. Such items when supplied by the Buyer shall remain the Buyer’s property.
(ii) Type may be distributed, negatives destroyed and lithographic, photogravure or other work effaced immediately after the order is executed unless written arrangements are made to the contrary. In the latter event, rent may be charged.
10 Price and Taxes - Materials will be invoiced at the price notified to the Buyer on the date of order. Prices will be subject where applicable to VAT, Excise Duty, and any other government Tax or Duty.
11 Delivery Charges -Where Printdirect deems a delivery charge payable, it will be set out separately as an expense on any quotation/estimate and on the invoice.
12 Time for Delivery - Printdirect makes no agreement as to time of delivery. Any delivery times indicated in an order are estimated only and Printdirect accepts no liability for late delivery.
13 Special Delivery - All orders placed which require delivery within 48 hours of placing the order are subject to a special delivery charge equivalent to 10% plus VAT of the order value.
14 Address for Delivery and Point of Delivery - Printdirect shall deliver to the address provided by the Buyer. Printdirect accepts no liability if the delivery cannot be made or is not accepted at the address. Undelivered items will be retained by the carrier. The Buyer will be required to collect the Materials from the carrier
Where Materials are collected by the Buyer from Printdirect’s premises, any collection vehicle, or container provided by the Buyer or its agent must comply with all the relevant legislation and regulations (including health and safety). Notwithstanding that Printdirect may inspect such containers and deliver into them, Printdirect shall in no circumstances be responsible for their suitability or condition nor liable for any damage or loss resulting from their use.
The “point of delivery” for Materials delivered by Printdirect shall be the point at which the Materials are placed with the carrier or post office.
The “point of delivery” for Materials collected by the Buyer from Printdirect shall be the point at which the Materials are placed on the Buyer’s transport or picked up by the Buyer.
15 Variations in Quantity - Every endeavour will be made to deliver the correct quantity ordered, but estimates are
conditional upon margins of 5 per cent for work in one colour only and 10 per cent for other work being allowed for overs or shortage (4 per cent and 8 per cent respectively for quantities exceeding 50,000) the same to be charged or deducted.
16 Price Variations - Printdirect reserves the right to vary prices of Materials and delivery charges at any time without notice. Printdirect will notify price changes in writing as soon as practical. Once Materials have been ordered Printdirect will not alter the price for those Materials or relevant delivery charges.
17 Credit Accounts - Printdirect may at its discretion open and close credit account facilities for the Buyer on such terms as Printdirect may determine
18 Payment - Printdirect accepts payment by cheque, credit card or by bank transfer. Printdirect requires the Buyer to pay before despatch of the Materials or to provide security satisfactory to Printdirect. Otherwise payment is due to be made by the Buyer without right of set-off or counterclaim so as to be received by Printdirect at its business address not later than 31 days from the date of invoice, unless otherwise stipulated by Printdirect or agreed in writing. Any credit given by Printdirect may be terminated at any time without notice.
19 Interest and Administration Charges - Printdirect reserves the right to charge interest on overdue accounts at the rate of up to four per cent (4%) per annum above the base lending rate for the time being of National Westminster Bank plc, such interest being calculated from the due date for payment until the date on which payment is received by Printdirect. Printdirect will charge £15 for payment received from the Buyer that fails to clear.
20 Quality and Purpose - Printdirect warrants that the Materials shall comply with the proofs. All other warranties or conditions as to quality or description (statutory or otherwise) are excluded except in so far as such exclusion is prevented by law.
Unless otherwise specified, Printdirect does not warrant the fitness of the Materials for any particular purpose, even though that purpose is known, and no such warranty is to be implied from any advice or recommendation given by Printdirect, its employees and agents.
Printdirect’s liability in contract or in tort for any loss or damage (other than death or personal injury arising from Printdirect’s negligence) arising directly or indirectly out of the supply or use of the Materials shall be limited to the invoiced value of the delivery from which the loss or damage arises.
Minor defects on print or binding on occasional pages and that do not affect the quality of the whole Materials shall not entitle the Buyer to reject the whole Materials, save that Printdirect may offer a discount under clause 22.
In no circumstances will Printdirect be liable for any consequential loss or damage no matter how arising.
Printdirect will reconsider the limits of liability in this clause by agreement with the Buyer if it is possible to insure against higher limits of liability.
21 Time for Claims - Any claim for defect in the Materials will be considered within 14 days of delivery of the Materials to the Buyer. Printdirect will have no liability for claims made outside this period.
22 Remedy for Claims - If Printdirect accepts that the Materials are defective then Printdirect at its discretion will:
(i) reprint the Materials at no cost to the Buyer ; or
(ii) discount the costs of the Materials supplied.
23 Cancellation of Order - An order once placed cannot be cancelled. The Materials will be delivered and invoiced.
24 Long Standing Buyers - If the Buyer is a “Long Standing Buyer” the following provisions shall apply. For the purposes of this clause Long Standing shall mean any Buyer that has purchased materials from the Seller on more than 25 occasions and/or any Buyer whose total purchases from the Seller exceed £100,000 in any 12 month period.
Long Standing Buyers shall be deemed to have long term contracts with the Seller not capable of termination without the Buyer giving the Seller reasonable notice to terminate the long term contract.
Such periods of notice shall be:
3 months where the Long Standing Buyer has been a Long Standing Buyer for 24 months prior to the date of termination.
6 months where the Long Standing Buyer has been a Long Standing Buyer for 48 months prior to the date of termination.
9 months where the Long Standing Buyer has been a Long Standing Buyer for 72 months prior to the date of termination.
12 months where the Long Standing Buyer has been a Long Standing Buyer for 96 months or more prior to the date of termination.
25 Insolvency - If the Buyer ceases to pay his debts in the ordinary course of business or cannot pay his debts as they become due or being a company is deemed to be unable to pay its debts or has a winding-up petition issued against it or being a person commits an act of bankruptcy or has a bankruptcy petition issued against him Printdirect without prejudice to other remedies shall:
(i) 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 will be an immediate debt due to him; and
(ii) in respect of all unpaid debts due from the Buyer have a general lien on all goods and 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 he thinks fit and to apply the proceeds towards such debts.
26 Passing of Risk - The risk in the Materials shall pass to the Buyer at the point of delivery as defined in clause 14 above. Printdirect shall be entitled to treat the risk as having been passed if the Buyer refuses to take delivery of the Materials when delivery falls due.
27 Retention of Title - Notwithstanding delivery, the property in the Materials shall remain vested in Printdirect until the Buyer has paid for them in full. In the period from the delivery of the Materials down to such payment the Buyer holds the Materials as a bailee for Printdirect and undertakes to store Materials in such a way as they may be clearly identified as the property of Printdirect.
Should payment of any invoice become overdue or should the Buyer become insolvent, go into liquidation, have a winding up order made against it or have an administrator or an administrative receiver appointed over its assets, income or any part thereof or enter into an arrangement with its creditors, all sums owed to Printdirect shall become immediately due and payable and Printdirect shall be entitled to recover and resell the Materials the property in which remains vested in it and may enter upon the Buyer’s premises for that purpose.
28 Force Majeure - Neither Printdirect nor the Buyer shall be responsible for any failure to fulfil any term of the Agreement, if fulfilment has been delayed, hindered or prevented by any circumstances whatsoever which is not within the control of Printdirect or the Buyer as the case may be.
29 Proper Law - The construction, validity and performance of this contract shall be prepared by the law of England.
