Terms and Conditions
1 Interpretation
1.1 In these conditions:
“Associate” means any associated company as defined by section 416 of the Income and Corporation Taxes Act 1988 or any subsidiary or holding company as defined by Section 736 of the Companies Act 1985.
“Customer” means the person who accepts a quotation of the Printer for the sale of goods or supply of services or whose order for goods or request for supply of services is accepted by the Printer.
“Origination Materials” mean typesetting paste-up artwork film planning colour separation films negatives positives plates blocks cutting and creasing die.
“Printer” means Livesey Limited whose registered office is at 101 Longden Road Shrewsbury SY3 9EB.
1.2 Any reference in these Conditions to any provision of a statute shall be construed as a reference to that provision as amended re-enacted or extended at the relevant time.
1.3 The headings in these Conditions are for convenience only and shall not affect their interpretation.
2 Price
2.1 The price of the goods or services to be supplied shall be the Printers quoted price or where no quotation has been give the price shall be a fair price (in the reasonable opinion of the Printer) for the goods or services (including preliminary work)
to be supplied.
2.2 Quotations are based on the current costs of production and are subject to amendment by and at the discretion of the Printer on or any time after acceptance to meet any rise or fall in such costs.
2.3 All quotations are based on the Printers understanding of the Customers requirements. It is the responsibility of the Customer to ensure that all requirements are stated clearly in writing.
2.4 The Printer shall be entitled to charge value added tax in addition to the price of the goods or services.
2.5 The Customer shall pay a fair price (in the reasonable opinion of the Printer) for all work produced at the request of the Customer by the Printer (including preliminary work whether experimental or otherwise) where such work is abortive or not
included in any quotation.
3 Payment
3.1 Unless otherwise agreed in writing payment for goods supplied shall become due on delivery of the goods or the supply of the services or the date on which the Printer notifies the Customer that the goods are ready for collection or the date on
which the Printer properly delivers an invoice in respect of goods or services (whichever first occurs).
3.2 The Printer shall be entitled to charge the Customer interest (both before and after judgment) on any amount overdue at the rate of two percent per month until payment in full is made (a part of a month being treated as a full month for the purpose
of calculating interest).
3.3 The Printer shall be entitled to appropriate any payment made by the Customer to such of the goods or services supplied (or goods or services supplied under any other contract between the Customer and the Printer or goods or services supplied
under any contract between an Associate of the Customer and the Printer) as the Printer may think fit (notwithstanding any purported appropriation by the Customer or its Associate).
3.4 If the Customer fails to make any payment on the due date then without prejudice to any other rights or remedy available to the Printer the Printer shall be entitled to cancel the contract and any other contracts (with the Customer or any Associate
of the Customer) or suspend any further deliveries to the Customer or its Associates.
3.5 The Printer shall in respect of all unpaid debts due from the Customer have a general lien on all goods and property of the Customer or its Associates in his hands and shall be entitled on the expiration of 14 days notice to dispose of such goods
or property as he thinks fit and to apply the proceeds towards such debts.
3.6 Goods not collected within six months of the date of order may be disposed of without prejudice to the right of the Printer to claim all amounts due from the Customer in respect of the order.
3.7 Except where included in any quotation the Printer shall be entitled to make an additional charge in respect of
3.7.1 alterations to the Customers requirements following the submission of proofs
3.7.2 any alteration to style or type of layout when at the time of the original order this was left to the Printer’s judgment
3.7.3 additional work involved where copy supplied by or on behalf of the Customer is not clear and legible
3.7.4 any agreement (not contemplated by an quotation) for expedited production and delivery and any consequent additional costs incurred by the Printer
3.7.5 the manufacture and or supply to the Customer of Original Materials.
3.8 Should work be suspended at the request of or delayed through any default of the Customer for a period of 30 days the Printer shall then be entitled to payment for work already carried out materials specially ordered and other additional costs
including storage.
3.9 In the event that the Customer fails to pay the Printer in whole or in part the Printer may set off against any amounts due from the Customer any amount due from the Printer to the Customer or any of its Associates.
4 Orders and Specifications
4.1 The Customer shall be responsible to the Printer for ensuring the accuracy of the terms of any order (including any applicable specification) submitted by the Customer and for giving the Printer any necessary information relating to the goods or
services to be supplied within a sufficient time to enable the Printer to perform the contract in accordance with its terms.
4.2 Proofs of all work may be submitted for the Customer’s approval and the Printer shall incur no liability for any errors or lack of clarity not corrected in proofs submitted.
4.3 Every endeavour will be made to deliver the correct quantity ordered but quotations are conditional upon a margin of 10 percent being allowed for excess or shortage the same to be charged for or deducted
4.4.1 Unless the supply of Origination Materials is included in any quotation all Origination Materials shall remain the exclusive property of the Printer. Any Origination Materials supplied by the Customer shall remain the property of the Customer.
4.4.2 Type may be distributed and other work effaced immediately after the order is executed unless written arrangements are made to the contrary. In the latter event a reasonable rent may be charged. Origination Materials may be disposed of or reused
if not used for or on behalf of the Customer for six months.
4.5.1 The Printer may reject any paper Origination Materials or other material supplied or specified by the Customer which appear to him to be unsuitable. Additional cost incurred if materials are found to be unsuitable during production may be charged
except that if the whole or any part of such additional cost could have been avoided but for unreasonable delay by the Printer in ascertaining the unsuitability of the materials then that amount shall not be charged to the Customer.
4.5.2 Where materials are so supplied or specified the Printer will use its reasonable endeavours to ensure good results but responsibility will not be accepted for imperfect work caused by defects in or unsuitability of materials so supplied or specified.
4.5.3 It is the responsibility of the Customer to ensure that where it is supplying materials to the Printer the quantities of materials supplied shall be adequate to cover normal spoilage and setting up.
4.6.1 Customer’s property and all property supplied to the Printer by or on behalf of the Customer will be held at the Customer’s risk.
4.6.2 The Printer shall be entitled to make a reasonable charge for the storage of any Customer’s property left with the Printer before receipt of the order or after notification to the Customer of completion of the work.
4.7.1 The Printer shall not be required to print any matter which in his opinion is or may be of an illegal or libellous nature.
4.7.2 The Printer shall be indemnified by the Customer in respect of any claims cost and expenses arising out of any illegal or libellous matter printed at the request of the Customer or any infringement of copyright patent or design or other proprietary
or personal rights.
4.8 Layout and style shall be left to the discretion of the Printer unless specific instructions to the contrary are given by the Customer.
5 Delivery
5.1 Unless otherwise agreed in writing by the Printer dates quoted for delivery are approximate and the Printer shall not be responsible for any loss caused by delay in delivery howsoever caused. Time for delivery shall not be of the essence.
5.2 Where the goods are to be delivered in instalments or the services are to be supplied at intervals each delivery or supply shall constitute a separate contract and failure by the Printer to deliver any one or more of the instalments or supply the services
in accordance with these Conditions or any claim by the Customer in respect of any one or more instalments shall not entitle the Customer to treat the contract as a whole as repudiated.
5.3 Delivery of goods shall be accepted when tendered or on notification that the goods are ready for collection.
5.4 Unless otherwise specified the price quoted is for delivery of the work to the Customers address as set out in the estimate. A charge may be made to cover any extra costs involved for delivery to a different address.
5.5 Should expedited delivery be agreed an extra may be charged to cover any overtime or any other additional costs involved.
5.6 Should work be suspended at the request of or delayed through any default of the Customer for a period of 30 days the Printer shall then be entitled to payment for work already carried out, materials specially ordered and other additional costs
including storage.
6 Risk and Retention of Ownership
6.1 Risk of damage to or loss of goods shall pass to the Customer
6.1.1 in the case of goods to be collected by the Customer at the time when the Printer notifies the Customer that the goods are available for collection (delivery of an invoice by the Printer shall be deemed to be notification that goods are ready for collection)
or
6.1.2 in the case of goods to be delivered to the Customer at the time of delivery or if the Customer wrongfully fails to take delivery of the goods the time when the Printer has tendered delivery of the goods.
6.2 Notwithstanding delivery and the passing of risk in the goods or any other provision of these Conditions the property in the goods shall not pass to the Customer until the Printer has received in cash or cleared funds payment in full of the price of
the goods and all other goods agreed to be sold by the Printer or services supplied by the Printer to the Customer for which payment is then due.
6.3 Until such time as the property in the goods passed to the Customer the Customer shall hold the goods as the Printers fiduciary agent and bailee and shall keep the goods separate from those of the Customer and third parties and property stored
protected and insured and identified as the Printers property. Until that time the Customer shall be entitled to resell or use the goods in the ordinary course of its business but shall account to the Printer for the proceeds of sale or otherwise of the
goods whether tangible or intangible including insurance proceeds and shall keep all such proceeds separate from any monies or property of the Customer and third parties and in the case of tangible proceeds properly stored protected and insured.
6.4 Until such time as the property in the goods passes to the Customer (and provided the goods are still in existence and have not been resold) the Printer shall be entitled at any time to require the Customer to deliver up the goods to the Printer and
if the Customer fails to do so forthwith to enter upon any premises of the Customer or any third party where the goods are stored and repossess the goods.
7 Insolvency of Customer
7.1 This clause applies if
7.1.1 there is an event of insolvency
7.1.2 an encumbrancer takes possession of any of the property or assets of the Customer
7.1.3 the Customer ceases or threatens to cease to carry on business or
7.1.4 the Printer reasonably apprehends that any of the events mentioned above is about to occur in relation to the Customer and notifies the Customer accordingly.
7.2 If this clause applies then without prejudice to any other right or remedy available to the Printer the Printer shall be entitled to cancel the contract with the Customer or any contract with any Associate of the Customer or suspend any further deliveries
under any such contract without any liability to the Customer and if the goods have been delivered but not paid for the price shall become immediately due and payable notwithstanding any previous agreement or arrangement to the contrary.
7.3 The expression “an event of insolvency” in clause 7.1.1 includes (in relation to a company or other corporation) inability of the company to pay its debts entry into liquidation either compulsory or voluntary (except for the purpose of amalgamation
or reconstruction) the passing of a resolution for a creditors winding up and the making of a proposal to the company and its creditors for a composition in satisfaction of its debts or a scheme or arrangement of its affairs the application to the
court for an administration order and the appointment of a receiver or an administrator receiver and (in relation to an individual) inability to pay or having no reasonable prospect of being able to pay his debts the presentation of a bankruptcy petition
the making of a proposal to his creditors for a composition in satisfaction of his debts or a scheme of an arrangement of his affairs the application to the court for an interim order and the appointment of a receiver or interim receiver and in
relation to the various events of insolvency they shall wherever appropriate be interpreted in accordance and conjunction with the relevant provisions of the Insolvency Act 1986.
8 Liability of the Printer
8.1 Claims arising from damage delay or partial loss of goods in transit must be made in writing to the Printer and any carrier so as to reach them within three days of delivery and claims for non-delivery within 20 days of despatch of the goods. All
other claims must be made to the Printer within seven days of delivery.
8.2 The Printer shall not be liable for indirect or consequential loss or for any loss to the Customer arising from third party claims occasioned by errors in carrying out the work whether or not caused by the negligence of the Printer.
8.3 It is the responsibility of the Customer to check the accuracy of the finished work.
8.4 Where any valid claim in respect of goods or services supplied which is based on any defect in the quality or condition of the goods or the quality of the services is notified to the Printer in accordance with these Conditions the Printer shall be
entitled to replace the goods (or a proportion of them) or perform the services (or some of them) for a second time free of charge or at the Printer’s sole discretion refund to the Customer the price of the goods or the services (or a proportion thereof)
but the Printer shall have no further liability to the Customer.
9 Cancellation
9.1 Subject to clause 9.2 below once an order has been placed by the Customer it may not be cancelled by the Customer.
9.2 A contract for the printing of a periodical publication may not be terminated by the Customer unless 13 weeks notice in writing is given in the case of periodicals produced monthly or more frequently or 26 weeks notice in writing is given in the
case of other periodicals. Notice may be given at any time but wherever possible should be given after completion of work on any one issue. Nevertheless the Printer may terminate any such contract forthwith should any sum due thereunder
remain unpaid.
10 Force Majeure
The Printer shall not be liable to the Customer or be deemed to be in breach of the contract by reason of any delay in performing or any failure to perform any of the Printer’s obligations in relation to the goods or services if the delay or failure
was due to any case beyond the Printer’s reasonable control. Without prejudice to the generality of the foregoing the following shall be regarded as causes beyond the Printer’s reasonable control
10.1 act of God explosion flood tempest fire or accident
10.2 war or threat of war sabotage insurrection civil disturbance or requisition
10.3 acts restrictions regulation by-laws prohibition or measures of any kind on the part of any governmental parliamentary or local authority
10.4 import or export regulations or embargoes
10.5 strikes lock-outs or other industrial actions or trade disputes (whether involving employees of the Printer or of a third party)
10.6 difficulties in obtaining raw materials labour fuel parts or machinery
10.7 power failure or breakdown of machinery.
11 General
11.1 The Printer may perform any of its obligations or exercise any of its rights hereunder by itself or through any Associate or subcontractor provided that any act or omission of any such Associate or subcontractor shall be deemed to be the act or
omission of the Printer.
11.2 No waiver by the Printer of any breach of the contract by the Customer shall be considered as a waiver of any subsequent breach of the same or any other provision.
11.3 If any provision of these Conditions is held by any competent authority to be invalid or unenforceable in whole or in part the validity of the other provisions in question shall not be affected thereby.
11.4 Any dispute arising under or in connection with these Conditions or the sale of the goods shall be referred to arbitration by a single arbitrator in accordance with the provisions of the arbitration acts for the time being in force. Such arbitrator shall
be appointed in agreement between the parties and in default of agreement by the President for the time being of the Shropshire Law Society.
11.5 The contract shall be governed by the laws of England.
11.6 Machine readable codes
11.6.1 in the case of machine readable codes or symbols the Printer shall print the same as specified or approved by the Customer in accordance with generally accepted standards and procedures.
11.6.2 the Customer shall be responsible for satisfying himself that the code or symbol will read correctly on the equipment likely to be used by those for whom the code or symbol is intended.
11.6.3 the Customer shall indemnify the Printer against any claim by any party resulting from the code or symbol not reading or not reading correctly for any reason, except to the extent that such claim arises from any failure of the Printer to comply
with paragraph 11.6.1 above which is not attributable to error falling within the tolerances generally accepted in the trade in relation to printing of this sort.
THIS ORDER IS ACCEPTED BY THE COMPANY SUBJECT TO THESE TERMS AND CONDITIONS OF SALE WHICH ARE DEEMED TO BE INCORPORATED IN IT. YOU ARE ADVISED TO READ THEM.
