The following Terms & Conditions constitute the entire agreement between the parties and supersede any previous agreements, warranties, representations, undertakings or understandings between the parties and may not be varied except in writing.
General Terms and Conditions of Trading of Multiflow Print Limited (“the Company”)
In these General Terms and Conditions, “goods” means all material and work produced or carried out by the Company, including all preliminary, design and other work as well as printed materials.
1. Preliminary and Design Work:- Preliminary work or design work produced, whether experimentally or otherwise, at the Customer’s request will be charged for.
2. Proofs:- The Company will use its reasonable endeavours to ensure that all proofs are correct before they are communicated to the Customer for its final approval. However, it is the sole responsibility of the Customer to ensure that the proofs are free from error before they are finally approved. The Company is not liable for any error to the proofs once they have been finally approved by the Customer. Attending to the Customer’s corrections on and after first proof, including alterations in style, will be charged for. Proofs of all work may be submitted for Customer’s approval, and the Company is not liable for any errors in proofs which are made by the Customer. The Company is not liable for any errors in connection with any handwritten copy that is supplied for typesetting which is subsequently incorrectly set because of errors or indecipherability of that handwriting. Correcting such typesetting will be charged for.
3. Delivery:- In the absence of any written agreement to the contrary, goods will be delivered when completed. Delivery of goods shall be deemed accepted by the Customer when it has been notified by the Company that the goods are complete. Normally, delivery of a Delivery Note is used to notify the Customer although the Company reserves the right to notify by other means where it is expedient to do so. Payment for the goods is due when they are deemed delivered. If the Customer, for whatever reason, suspends incomplete work for a period of over 21 days, the Company reserves the right to charge for the work it has done.
4. Payment :-
(i) Payment is due immediately upon acceptance of delivery of the goods (“the due date”). All payments shall be made in full without deduction in respect of any set-off or counterclaim other than settlement discount. The Company reserves the right to charge interest on late payment at the rate of 8% above the Bank of England Base rate. However, the Company shall not charge any interest if payment is received within 30 days from the due date. Any costs incurred from returned cheques or debt recovery or collection will be charged to the Customer. Nothing in this Clause shall adversely affect the statutory rights of the Company.
(ii) Sometimes, by agreement, the Company retains stocks of goods for a Customer from which the Customer draws from time to time and for which payment under Clause 4 (i) has been deferred. The Customer is liable to pay the Company for all such retained and undrawn stock immediately upon termination of any agreement made in respect of those goods.
5. Risk and Title to Goods:- The risk in all goods shall pass to the buyer upon acceptance of delivery, but title thereto shall remain vested in the Company until it has received payment in full. Until payment all such goods are delivered to the buyer as bailee for the Company upon condition that (1) the goods are kept separately identifiable until sold by the buyer and (2) if sold by the buyer prior to the Company having been paid in full, the buyer shall hold all book debts and/or proceeds of sale receivable for such goods on trust for the Company.
6. Expedited Delivery:- Should delivery of work be required sooner than the normal time requisite for its proper production, every reasonable effort will be made to secure freedom from defects, but reasonable allowance will be made by the Customer in such cases. Should such delivery necessitate overtime being worked or other additional costs being incurred, a charge will be made to cover such increased costs.
7. Quantity Delivered:- Every reasonable endeavour will be made to deliver the correct quantity ordered, but owing to the difficulty of producing exact quantities quotations are conditional upon a margin of 10per cent [10%] measured in fold depths, the same to be charged or deducted as the case may be.
8. Claims:- A claim by a Customer is made in the form of a legible, written complaint made to the Company. The complaint must set out in detail the nature of the claim. A claim is made when it is received by the Company. Any claim whatsoever arising out of or in connection with the damage to, delay or partial loss of goods in transit must be made by the Customer to the Company within four working days of acceptance of delivery of the goods defined in Clause 3. Any claims arising out of or connection with total loss of goods in transit must be made by the Customer to the Company within 21 days of acceptance of delivery of the goods defined in Clause 3. All other claims whatsoever must be made within five working days of acceptance of delivery of the goods defined in Clause 3. In each case, time starts to run from, and includes, the date of acceptance of delivery of the goods. Failure by the Customer to make a claim within any the prescribed period will (a) deem the Customer liable to make full payment for the goods and (b) prevent the Customer from recovering any damages, loss or compensation from the Company in respect of any matter that would have been the subject of a claim.
9. Standing Matter and Printer’s Materials:- Type may be distributed and/or lithographic or other work effaced by the Company immediately after the order is complete, unless written arrangements are made between the Company and the Customer to the contrary beforehand. Rent for the agreed retention of type or lithography shall be charged to and paid by the Customer. Lithographic machine plates remain the property of the printer.
10. Specifications:- The Customer shall be responsible for ensuring that any artwork, sketches, specifications, descriptions or information or other instructions supplied by the Customer or by any agent or representative of the Customer in connection with the manufacture or sale of any goods are accurate, unambiguous and clearly legible and meet the Customer’s requirements, and the Customer shall indemnify and hold the Company harmless in respect of any liability, loss, injury, damage, demand, cost, charge of expense which may be incurred or sustained by the Company by reason of or arising directly or indirectly out of any claim in respect of any inaccuracy ambiguity or illegibility in respect of such artwork, sketches, specifications, descriptions or information or otherwise in relation thereto.
11. Customer’s Property and Customer Supplied Material:- Customer’s property will be held, worked on, stored and transported at Customer’s risk. Every reasonable care will be taken to obtain the best results where materials are supplied by Customers (whether it is owned by the Customer or not), but the Company accepts no responsibility or liability caused by defects to work caused by defects in, or any unsuitability of, such material.
12. Overprint:- Unless otherwise specifically agreed, the Company shall be entitled to affix to or print on any goods, legends bearing the name and/or trading name of the Company.
13. Illegal Matter and Customer’s Indemnity:- The Company shall not be required to accept, set or print anything of whatever nature which, in its opinion, is illegal, potentially illegal, or libellous. The Customer shall indemnify the Company against any claims, costs and expenses arising howsoever (including legal fees) from such material and/or from any infringement of copyright, patent or design.
14. Periodical Publications:- In the absence of any agreement to the contrary, quotations are given upon the condition that not less than three month’s notice is given to terminate the contract for printing of monthly publications and not less than one month’s notice in the case of weekly publications.
15. Limitations on Liability:- The Company shall not be liable for any exemplary, special, consequential, incidental or indirect loss or damage or for any lost profits howsoever or to whomsoever caused. The Company is not liable for any claims made by third parties. Any liability for defective goods is limited to the simple cost of rectifying that defective work.
16. Force Majeure:- The Company is not liable for any failure to perform or delay in performance of its obligations caused by Act of God, outbreak of hostilities, riot, civil disturbance, acts of terrorism, the act of any government or authority, fire, explosion, flood, bad weather, default of suppliers or contractors, theft, malicious damage, strike, lockout or industrial action of any kind or any cause or circumstance whatsoever beyond its reasonable control.
17. Cost Variation:- Quotations are estimates and not budgets or agreed contract prices. They are calculated by reference to the current cost of production (materials, working hours and wages). The Company will make all reasonable efforts to keep to the quotations it has made, but reserves the right to amend or vary any quotation on of after acceptance by the Customer to meet any recognised rise or fall in such cost.
18. Lien:- Without prejudice to its other rights and remedies, the Company exercises a general lien in respect of all its legal entitlements (including the entitlement to payment) over all goods, and also any property belonging to the Customer, in its possession.
19. Restriction of Trade :- Any restriction of trade agreement must be in writing.
20. Governing Law:- These terms and conditions and any contract entered into between the Company and the Customer are governed and construed in accordance with the laws of England and Wales. Any disputes arising out of or in connection with these terms and conditions and any such contract will be resolved by under the exclusive jurisdiction of the English and Welsh Courts.