PRINTWORKS COVENTRY TERMS AND CONDITIONS OF TRADING
APPLICATION OF THESE TERMS AND CONDITIONS
These Terms and Conditions apply to all supplies of goods and/or services or any partof either of them provided by Printworks Coventry to the Customer unless otherwise agreed in writing by a duly authorised representative of Printworks Coventry.
Printworks Coventry’s employees and agents are not authorised to make any representations in relation to goods or services offered by Printworks Coventry (unless that employee or agent provides written confirmation that they are a duly authorised representative of Printworks Coventry).
- Any quotation given by Printworks Coventry will only be binding if given in writing on Printworks Coventry notepaper (by a duly authorised representative of Printworks Coventry) and the quotation has not expired. A written quotation will be based on samples and materials provided and on the basis ofinstructions given by the Customer. Printworks Coventry reserve the right toamend any quotation given to reflect any incomplete inaccurate or changed instructions or samples or materials given by the Customer. Any verbal quotation is an estimate only and will not be binding unless and until confirmed by Printworks Coventry in writing. Any quotation is valid for aperiod of 30 days only from its date of issue by Printworks Coventry, (provided that Printworks Coventry has not previously withdrawn it and subject to the provisions of condition 2 below) and shall be deemed to be an offer by Printworks Coventry to provide goods and/or services upon these terms andconditions to the Customer. Any order made in respect of a written quotation shall be deemed to be an acceptance of the offer set out in that written quotationby the Customer.
- The Customer must ensure that any quotation it wishes to accept, its order and any applicable specification are complete and accurate. The quantity and description of the goods or services shall be as set out in Printworks Coventry’s written quotation or the Customer’s order as accepted.
- Subject to condition 4(B) a Business Customer (a Customer who is dealing with Printworks Coventry in the course of its business) may not cancel an order which Printworks Coventry has accepted except with the agreement in writing of Printworks Coventry and any Customer cancelling any order hereby agrees to indemnify Printworks Coventry in full against all losses (including loss of profits), costs (including the costs of all labour and materials used until the date of cancellation), damages, charges and expenses incurred by Printworks Coventry as a result of the cancellation.
- Printworks Coventry may cancel an order at any time prior to delivery upon notice to the Customer whereupon a refund of any monies paid for the relevant goods and/or services will be promptly made.
- The price payable will (subject to condition 2) be as stated in Printworks Coventry’s written quotation and/or the order as accepted.
- The price payable (unless specifically stated otherwise) is exclusive of:
- any costs of packaging and carriage of goods; and
- any value added tax or other applicable sales tax or duty;
PRELIMINARY OR PREPARATION WORK
- For the avoidance of doubt, all works services or goods supplied at the Customer’s request including work and/or services of a preliminary or preparatory nature unless specifically stated otherwise are not complimentary.
- If there is any increase or decrease in the cost to Printworks Coventry in providing/fulfilling the order due to:
- any factor beyond the reasonable control of Printworks Coventry, this includes (without limitation) increase in the cost of materials and other production costs;
- any change in delivery, dates, quantities or specifications for the Order requested by the Customer;
- any delay caused by any instructions of the Customer or failure of the Customer togive Printworks Coventry adequate information or instructions;
- any corrections, amendments and alterations in style or content to material provided by the Customer, other than typographical errors of Printworks Coventry, and for additional proofs necessitated thereby;
- additional costs incurred as a result of materials provided by the Customer proving unsuitable;
the price/quotation shall be recalculated to take account of the resulting increased or decreased cost of meeting/fulfilling the order.
- Notwithstanding the provisions of condition 2(A) above:
- in the case of Business Customers, the relevant price/quotation shall only be adjusted upwards if, before Printworks Coventry has incurred the additional cost, it has notified the Customer in writing of such increase and the Customer has agreed to the increase in writing. If the parties are then unable to agree any such increase to the price then the order shall be cancelled and Printworks Coventry shall be entitled to invoice the Customer for all works services or supplies carried out and/or made before the date of such cancellation; and,
- in the case of all Consumer Customers, the relevant price/quotation shall only be adjusted upwards if, before Printworks Coventry has incurred the additional cost, it has notified the Customer in writing of such an increase and has given the Customer the right to withdraw from the order within 3 days of receipt of such notice in default of which it shall be deemed to have accepted the revised price and Printworks Coventry shall be entitled to invoice the Customer for all works services or supplies carried out and/or made before the date of such cancellation.
- If there is any increase or decrease in the cost to Printworks Coventry in providing/fulfilling the order due to:
Proofs and Errors
Proofs are available for the Customer’s approval on request. No responsibility or liability will be accepted by Printworks Coventry for:
- any errors not corrected by the Customer after inspecting the proofs or where the Customer declines to make such request; or
- any work for which the Customer has given instructions which requires or allows Printworks Coventry to exercise a degree of artistic licence;
and the Customer shall not be entitled to reject such work although Printworks Coventry shall rectify any such error at the Customer’s cost.
Delivery, Payment and Risk
- Delivery of the goods and/or provision of the services shall be made at the Printworks Coventry Premises or such other place as agreed by the parties in writing. The Customer will take delivery of the goods and/or services within 7 days of Printworks Coventry giving it notice that the goods and/or services are ready for delivery/completed.
- Any dates specified by Printworks Coventry for delivery of the goods or performance of the services are approximate only and may not be made of the essence unless specifically agreed by Printworks Coventry as such in writing. If no dates are specified, delivery will be within a reasonable time.IMPORTANT
- Subject to the other provisions of these conditions Printworks Coventry shall have no liability to the Customer for any loss (including loss of profit), costs, damages, charges or expenses caused directly or indirectly by any delay in the delivery of the goods and/or provision of the services (except in the case of Consumer Customers if caused by Printworks Coventry’s negligence or breach of contract).
- In the case of Business Customers, any delay or failure in delivery or performance will not entitle the Customer to cancel the order unless and until the Customer, has given 7 days written notice to Printworks Coventry requiring delivery or performance to be made within a reasonable period (and in the case of Consumer Customers if they have given reasonable notice to Printworks Coventry requiring delivery or performance to be made within a reasonable period) and Printworks Coventry has not fulfilled the delivery or performed within that period. If the Customer cancels the order in accordance with this condition4(D) then:
- Printworks Coventry will refund to the Customer any sums which the Customer has paid to Printworks Coventry in respect of that order (or part of order) which has been cancelled; and
- the Customer will be under no liability to make any further payments under condition 4(F) in respect of the order (or part of order) which has been cancelled.
- If the Customer fails to take delivery of goods when they are ready for delivery or to provide any instructions, documents or authorisations required to enable the goods to be delivered on time (except where Printworks Coventry is atfault) risk in goods will pass to the Customer and the Customer hereby agreesto fully insure the same, the goods will be deemed to be delivered and (withoutprejudice to its other rights) Printworks Coventry may store or arrange for thestorage of the goods until actual delivery and charge the Customer for allrelated costs and expenses (including, without limitation, storage andinsurance) it incurs.
- Printworks Coventry may invoice the Customer:
- for goods provided when or at any time after notifying the Customer that the goodsare ready for delivery;
- forservices provided on or at any time after performance of the services commences;
- notwithstanding the provisions in conditions 4(F)(i) and (ii), in the event that an order is suspended or delayed as a result of any act or omission on the part of the Customer for a period in excess of thirty days, for any part of the order which has been processed/delivered and/or performed.
- Payment is due in pounds sterling, or such other currency agreed in advance by Printworks Coventry in writing, immediately after issue of such invoice and Printworks Coventry shall be entitled to recover the payment notwithstanding delivery may not have taken place and legal title has not passed to the Customer (except in the case of approved credit account Customers with whom alternative arrangements have been agreed in writing by Printworks Coventry). Time of payment shall be of the essence.
- For Business Customers Printworks Coventry may deliver goods in separate instalments and/or perform any services in stages. Each separate instalment or stage shall be invoiced and paid for in accordance with the provisions of these terms and conditions. Each instalment or stage shall be a separate contract and no cancellation or termination under clause 4(D) of any one contract relating to an instalment or stage shall entitle the Customer to repudiate or cancel any other contract, instalment or stage.
- All sums payable to Printworks Coventry under any order shall become due immediately upon termination/cancellation of the order.
- All payments to be made by the Customer under the order shall be made in full without any set-off, restriction or condition and without any deduction for or on account of any counterclaim.
- If the Customer fails to make any payment when payment is due then without prejudice to any other right or remedy available to Printworks Coventry, Printworks Coventry shall be entitled to:
- cancel the order or suspend any performance of the order;
- appropriate any payment made by the Customer as Printworks Coventry may think fit (notwithstanding any purported appropriation by the Customer);
- charge the Customer with all costs and expenses involved in collecting the overdue payment together with interest (both before and after any judgement) on the amount unpaid at the rate of 2% per month above Barclay’s Bank plc base rate or such higher rate as provided for by legislation from the due date until payment in full is made (part of a month being treated as a full month for the purpose of calculating interest).
- Legal title in the Goods shall not pass to the Customer until Printworks Coventry receives payment in full (in cash or cleared funds) of all sums whether in respect of the goods, services or otherwise due owing or incurred including VAT. Until legal title passes the Customer shall hold the goods on a fiduciary basis as Printworks Coventry’s bailee and shall store the goods (at no cost to Printworks Coventry) separately from all other goods of the Customer or any third party in such a way that they remain readily identifiable as Printworks Coventry’s property. Where the Customer’s right to possession has terminated the Customer grants Printworks Coventry, its agents and employees an irrevocable licence at any time to enter any premises where the goods are or may be stored to recover them. On termination of the contract, howsoever caused, Printworks Coventry’s (but not the Customer’s) rights contained in this condition 4 shall remain in effect.
- Where Printworks Coventry is not the manufacturer of the goods ordered or provider of the ordered services Printworks Coventry will endeavour to transfer to the Customer the benefit of any warranty or guarantee given to Printworks Coventry.
- Printworks Coventry warrants that (subject to the other provisions of these terms and conditions) upon delivery:
- any goods will be of satisfactory quality within the meaning of the Sale of Goods Act 1994; and
- any services will be performed by appropriately qualified and trained personnel, with reasonable care and diligence
- Upon delivery the Customer shall be required to check the goods and/or services immediately for any immediately apparent defects. Printworks Coventry shall not be liable for a breach of the warranty in condition 5(B) unless the Customer gives written notice of any apparent defect to Printworks Coventry within 7 days of the date of delivery and Printworks Coventry is given a reasonable opportunity after receiving the notice of examining such goods and the Customer (if asked to do so by Printworks Coventry) returns such goods to Printworks Coventry’s place of business for the examination to take place there.
- If the Customer makes a valid claim against Printworks Coventry based on a defect in the quality of goods, Printworks Coventry shall at its option repair or replace such goods (or the defective part), or refund the price of such goods at the relevant proportion of the price paid or payable. If Printworks Coventry complies with this condition it shall have no further liability for a breach of warranty in condition (B) in respect of the quality of such goods.
- If the Customer is dealing as a Business Customer:
- to the maximum extent permissible in law, all conditions and warranties which are implied by statute or otherwise by general law into this contract in relation to goods or services or supplies are hereby excluded;
- Printworks Coventry shall not be liable to the Customer by reason of any representations (unless fraudulent), or any implied warranty, condition or other term, or any duty at common law, or under the express terms of the contract, for any indirect, special or consequential loss or damage (whether for loss of profit or otherwise), costs, expenses or other claim for compensation whatsoever (whether caused by Printworks Coventry’s negligence or otherwise) which arise out of or in connection with the supply of goods or services or supplies.
- If the Customer is a Consumer Customer and goods and/or services are provided to the Customer then
- to the maximum extent permissible in law, all conditions and warranties which are implied by statute or otherwise by general law into this contract in relation to goods or services are hereby excluded;
- under no circumstances shall Printworks Coventry be liable for any business related loss (which includes without limitation, any loss of contracts, loss of profits, loss of revenue or loss of anticipated savings in expenditure) as a result of either Printworks Coventry’s breach of contract or Printworks Coventry’s negligence or otherwise.
- Nothing in conditions 5(E) or (F) excludes, or attempts to exclude, Printworks Coventry’s liability in respect of death or personal injury caused by Printworks Coventry’s negligence.
- The total liability of Printworks Coventry to the Customer in contract, tort (including negligence or breach of statutory duty), statute or otherwise (other than for death or personal injury arising due to the negligence of Printworks Coventry, its employees or agents), in connection with the performance or contemplated performance of the order shall be limited for Business Customers to the price quoted and for Consumer Customers to twice the price quoted.
Customer’s Own Materials
- Printworks Coventry may reject any unsuitable materials (including without limitation any paper, plates, computer disks or CD-Roms) supplied or specified by the Customer and Printworks Coventry reserves the right to refuse to undertake any works, services or supplies which infringes or appears to infringe the copyright or other intellectual property rights of any third party or which in its opinion contains any material which is an any way unlawful.
- Any Customer’s artwork or other materials supplied to Printworks Coventry remain at the Customer’s risk and Printworks Coventry accepts no liability for damage, destruction or loss thereof. In the case of Consumer Customers, Printworks Coventry agree to take reasonable care of such art work or other materials while the same are in their possession although it is the responsibility of the Customer to ensure that such items are covered by their own insurance.
- Printworks Coventry shall have a lien over any materials supplied to it by the Customer against payment of all monies due to it by the Customer from time to time and shall be entitled (if any sum is not paid on the due date) to dispose of such property as Printworks Coventry shall in its discretion think appropriate towards settlement of the sums due, subject to reasonable notice having been given to the Customer of their intention to dispose of such property.
- The Customer warrants that any design or other material furnished by it or any design material created by Printworks Coventry pursuant to the Customer’s instructions is and/or will not defamatory or obscene or be such as will cause Printworks Coventry to infringe any intellectual property rights of any third party or any legislation for the time being in force in the United Kingdom in the performance of the order.
- In the event that the Customer has requested the production of original design work Printworks Coventry may engage the services of third party designers in producing such supplies, works or services.
- In the event that Printworks Coventry are required to provide original design work (whether or not such original artwork incorporates the Customer’s materials):
- all proofs or preliminary design work remain Printworks Coventry’s copyright at all times and may not be used or re-produced by the Customer in any form in whole or in part;
- upon the final proof and/or design being agreed, the final proof and any part of the final proof, remain Printworks Coventry’s copyright until Printworks Coventry have been paid in full for providing the original design work and the Customer may not use or reproduce in whole or in part the original design work until full payment is made to Printworks Coventry.
- Upon receipt of full payment:
- in the event that Printworks Coventry has created the original design work Printworks Coventry shall assign to the Customer copyright in such work;
- the Customer shall provide irrevocable authorisation to Printworks Coventry to use the original design work for any business promotional purposes of the Printworks Coventry business only;
- in the event that Printworks Coventry has engaged third party designers to produce the original design work and where that third party designer has assigned copyright in such work to Printworks Coventry, Printworks Coventry shall grant a non-exclusive royalty free licence of the copyright in the original design work to the Customer but cannot warrant that the designer who is commissioned to produce the work will not offer such work or any part of it to any third party.
- The Customer shall fully indemnify Printworks Coventry in respect of all costs, claims, liabilities and expenses (including any amount paid in settlement on legal advice and Printworks Coventry’s own legal costs) arising from any breach of the Customer’s warranty in clause 7(A).
- The Customer shall promptly notify Printworks Coventry in the event of any claim being made or action brought against a Customer arising out of a breach of the Customer’s warranty in clause 7(A).
- The Customer warrants, in compliance with the Data Protection Act 1998, and any other relevant legislation, that it has obtained all necessary consents from data subjects for the use of such data subjects’ personal data which it requires Printworks Coventry to process in the provision of goods and/or services.
- Printworks Coventry shall only process such personal data for the purpose of providing the services and/or goods in respect of the order.
The order will terminate immediately should the Customer become insolvent, fail or become unable or admit in writing their inability to pay their debts, institute or have instituted against them proceedings seeking a judgement of insolvency or bankruptcy; have a resolution passed for its winding up or liquidation; seeks or becomes the subject of the appointment of an administrative receiver or similar official in respect of its assets; enter into any arrangement or composition with its creditors; cease or threaten to cease to carry on any significant part of its business; suffer a change of management or ownership which Printworks Coventry deems to be against its interests;
If the Customer is in breach of any of its obligations under these terms and conditions then Printworks Coventry may without prejudice to any of its other rights immediately suspend the performance of any order placed by the Customer and shall be entitled to charge the Customer, and the Customer shall immediately become liable to pay, for any works, services and supplies already carried out (whether completed or not) including the cost of any materials purchased on behalf of the Customer.
Failure or delay by Printworks Coventry to exercise or enforce any rights hereunder shall not be deemed to be a waiver of any such right nor operate so as to bar the exercise or enforcement thereof at time or times thereafter.
Illegality and Severance
If any provision of these terms and conditions is held by an competent authority to be invalid or unenforceable in whole or in part then that provision shall, to the extent required, be severed from the order and shall be ineffective without as far as possible modifying any other provision or part of the order and this shall not affect any other provisions of the order which shall so far as is reasonably possible remain in full force and effect.
These provisions constitute the entire agreement between Printworks Coventry and the Customer and replace all prior agreements, understandings, statements and communications between Printworks Coventry and the Customer.
Printworks Coventry will make every effort to carry out the Customer’s instructions and the order but shall be under no liability if unable to carry out any provision of the order for any reason beyond Printworks Coventry’s reasonable control (without limiting the foregoing) including the inability to secure labour, materials or supplies, breakdown of machinery, or as a result of the Act of God, war, labour dispute, fire, flood, drought, legislation, failure of power supply or any other cause beyond Printworks Coventry’s reasonable control. During the continuance of such instance of Force Majeure the Customer may by notice in writing to Printworks Coventry elect to terminate the order and pay for works, services and/or supplies provided or used up to such notice but subject thereto shall otherwise accept delivery when available.
Printworks Coventry may assign, licence or subcontract all or any part of its rights or obligations under the order.
The formation, existence, construction, performance, validity and all aspects whatsoever of the order or of any term of the contract shall be governed by English Law. The English Courts shall have non-exclusive jurisdiction to settle any disputes which may arise out of or in connection with the order.
These terms and conditions do not and will not affect the statutory rights of a Consumer Customer. No provision which would be void by virtue of Sections 6 or 20 of the Unfair Contract Terms Act 1977 (as amended) or by virtue of the Unfair Contract Terms in Consumer Contracts Regulations 1994 shall apply to any order made by a Consumer Customer.