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“Authority to Print” means an order by the Client
in Contrac’s standard form for Contrac to print for the
Client a number of the Products to be called off by the Client
and invoiced by Contrac as specified in the order
“Conditions” means the
conditions set out in this document and includes any special
terms and conditions agreed in writing between Contrac and
the Client
“Client” means the person
for whom Contrac has agreed to provide the Services in accordance
with these Conditions
“Contrac” means Venridge
Limited trading as Contrac In Print
“Client Material” means
any electronic files, films, drawings, products, photographs
or other documents and materials and any data or other information
provided by or on behalf of the Client or required from the
Client to enable Contrac to perform the Services
“Contrac Material” means
any electronic files, films, drawings, photographs or other
documents and materials and any data or other information provided
by Contrac and used in the performance of the Services and/or
the production of the Products
“Products” means the final
products produced by Contrac for the Client in the provision
of the Services
“Specification” means the
sheet attached to these Conditions describing the Services
“Services” means the Services
to be provided by Contrac for the Client and referred to in
the Specification
2.1 Contrac shall supply the Services and the Products to the
Client subject to these Conditions. Any changes or additions
to the Services or these Conditions must be agreed in writing
and signed by authorised representatives of Contrac and the Client.
These Conditions shall have effect in place of any other terms
and conditions which may have been previously notified by Contrac
to the Client
2.2 The Client shall at its own expense supply Contrac with
all necessary Client Material within sufficient time to enable
Contrac to provide the Services in accordance with the Specification.
The Client shall ensure the accuracy of all Client Material
2.3 The Client shall at its own expense retain duplicate copies
of all Client Material and (notwithstanding delivery to Contrac)
shall remain responsible for its accidental loss or damage and
save in the case of fraud, wilful default or gross misconduct
of Contrac, Contrac shall have no liability for any such loss
or damage, howsoever caused. Any Contrac Material loaned to the
Client by Contrac shall be at the sole risk of the Client from
the time of delivery to the Client until returned to Contrac.
The Client agrees to return the Contrac Material to Contrac immediately
following a request by Contrac
2.4 The Services shall be provided in
accordance with the Specification and otherwise in accordance
with Contrac’s current brochure
or other published literature relating to the Services from time
to time, subject to these Conditions
2.5 Contrac may correct any typographical or other errors or
omissions in any brochure, promotional literature, quotation
or other documentation relating to the provision of the Services
without any liability to the Client
2.6 Without accepting any responsibility to do so Contrac may
at any time without notifying the Client make any changes to
the Services which are necessary to comply with any statutory
requirements or which do not materially affect the nature or
quality of the Services
2.7 All designs, drawings, descriptive matter, weights, dimensions,
specifications, brochures, catalogues and all advertising matter
are approximate and by way of identification only, and are intended
merely to present a general idea of the Products described therein
and shall not form part of any contract, or give rise to any
independent or collateral liability of any kind
3.1 Subject to any special terms agreed
by Contrac and the Client in writing, the Client shall pay
Contrac’s standard charges
and any additional sums which are agreed between Contrac and
the Client for the provision of the Services or the supply of
the Products or which, in Contrac’s sole discretion, are
required as a result of the Client’s instructions or lack
of instructions, the inaccuracy of any Client Material or any
other cause attributable to the Client. Unless otherwise agreed
in writing by Contrac all prices quoted are valid for ten days
from the date of quotation
3.2 Contrac shall be entitled to vary
its standard charges from time to time by giving not less than
three months’ written
notice to the Client
3.3 Contrac’s charges and any additional sums payable
shall be paid by the Client without any set-off or other deduction
within thirty days of the date of Contrac’s invoice
3.4 All charges quoted for the Client for the provisions of
the Services and the supply of the Products are exclusive of
any value added tax for which the Client shall be additionally
liable
3.5 Contrac reserves the right by giving notice to the Client,
to increase the price to reflect any change in Specification
required by the Client (which is accepted by Contrac) or increase
in cost to Contrac which is due to any factor beyond the reasonable
control of Contrac (such as without limitation, any increase
in the cost of labour, materials or other costs of manufacture)
3.6 Except as otherwise stated under
the terms of any quotation or otherwise agreed in writing by
Contrac, the price shall include the cost of delivery of the
Products to the Client’s usual
premises in mainland Great Britain
3.7 The time of payment of the price shall be of essence of
the contract
3.8 If the Client fails to make payment on the due date then
without prejudice to any other right or remedy available to Contrac,
Contrac shall be entitled to:
3.8.1 cancel the contract or suspend any further performance
thereof (this right shall apply to any other contract between
the Client and Contrac); and/or
3.8.2 appropriate any payments made by the Client to such of
the Services or the Products (or any products or any services
supplied under any other contract between the Client and Contrac)
as Contrac may think fit (notwithstanding any purported appropriation
by the Client); and/or
3.8.3 demand immediate payment in full
of all sums payable by the Client (whether or not due for payment
on the date of Contrac’s demand) notwithstanding anything
to the contrary in these Conditions or any other contract between
Contrac and the Client; and/or
3.8.4 charge the Client interest (both
before and after judgment) on the amount unpaid, at the rate
of 4% per annum above base rate from time to time of Contrac’s
bank, until payment is made in full (a part of a month being
treated as a full month for the purpose of calculating interest);
and/or
3.8.5 payment from the Client on demand on a full indemnity
basis, of all costs, charges and expenses in any way incurred
by Contrac in relation to the overdue payment
4.1 Where Contrac accepts an Authority
to Print issued by the Client, the Client shall purchase from
Contrac the number of Products specified in the Authority to
Print (“the Agreed
Products”) and shall call off the Agreed Products within
the period specified in the Authority to Print (“the Agreed
Period”)
4.2 The Client acknowledges that notwithstanding any arrangements
for invoicing the Agreed Products accepted by Contrac in the
Authority to Print, Contrac shall be entitled at any time during
the Agreed Period to invoice the Client for the full price of
all unpaid for Agreed Products (whether or not called off) and
the Client agrees to pay such invoice in accordance with clause
3.3
4.3 Where Contrac exercises its rights
of cancellation under clause 3.8.1 or 11.2 any right of the
Client to call off Products and any obligation of Contrac to
store Products under any Authority to Print shall cease and,
without prejudice to Contrac’s
rights in respect of sums due and payable under clause 3.8.3
or 11.2, Contrac shall be entitled to dispose of all Products
held by Contrac if they have not been paid for in full and collected
within 30 days of termination
5.1 The Client warrants that all Client Material and its use
by Contrac for the purpose of providing the Services will not
infringe the copyright, patent, design right, registered design,
trade mark or other rights of any third party and the Client
shall indemnify Contrac against any loss, damages, costs, expenses
or other claims arising directly or indirectly from any such
infringement
5.2 Contrac Material shall remain the exclusive and absolute
property of Contrac and the Client shall obtain no rights in
respect thereof
5.3 Subject to payment of Contrac’s
charges in accordance with these Conditions, Contrac agrees
to assign to the Client any copyright or other intellectual
property rights Contrac may own in the Products (but not in
the Contrac Material) on terms acceptable to Contrac
6.1 The Client shall be responsible for
ensuring and warrants that the Client Material including without
limitation any artwork, specifications or description are accurate,
unambiguous, clearly legible and meet the Client’s requirements
6.2 The Client shall indemnify Contrac
against any loss, damages, costs, expenses or claims arising
directly or indirectly as a result of a breach of the Client’s
warranty in clause 6.1
6.3 Contrac shall not be liable for an instruction given by
the Client which is not confirmed in writing by an authorised
representative of the Client
6.4 Contrac may without liability reject any Client Material
which Contrac in its absolute discretion deems to be unsuitable
(including electronic files which cannot be outputted or downloaded
without adjustment or other corrective action to equipment used
by Contrac which would normally be suitable for such purposes)
and/or raise additional charges for any additional work required
as a result of the unsuitability of the Client Material
6.5 Contrac accepts no liability for
any loss, claims, costs or damages arising from use of the
Client Material other than subject to clause 10 where such
loss, claims, costs or damages arises from its or its employees’ wilful
default or gross negligence
6.6 Contrac shall (without accepting liability in any event)
not be required to print any matter which in its opinion is or
may be of an illegal or libellous nature
7.1 Proofs of work may be submitted for
the Client’s approval
and Contrac shall incur no liability for any errors not corrected
by the Client in proofs so submitted. It is the responsibility
of the Client to check the proofs of work so delivered and Contrac
accepts no liability therefor. The Client shall be liable for
the costs of any alterations to such proofs (other than occasioned
by correction of errors) and any additional proofs requested
by the Client, such costs to be calculated by reference to Contrac’s
standard charges. Additional charges may also be levied for any
additional work where the Client Material is inaccurate, unambiguous
or illegible
7.2 The Client acknowledges that as a result of differences
in equipment performance, paper, inks and other conditions variations
may occur between colour proofing and production runs and the
Client agrees to accept a reasonable variation between proofs
of work approved by the Client and the Products
8.1 Unless otherwise agreed in writing
by Contrac, delivery of the Products shall be made by Contrac
delivering or arranging delivery of the Products to the Client’s
usual business premises in mainland Great Britain
8.2 The Products shall be deemed to have been accepted by the
Client on delivery. Where Contrac agrees with the Client to deliver
the Products to a third party whether for that third party to
perform services in respect of the Products or otherwise, the
Products shall be deemed to have been accepted by the Client
on delivery to that third party
8.2 Any dates quoted for the delivery of the Products are approximate
only and Contrac shall not be liable for any delay in the delivery
of the Products howsoever caused. Time for delivery shall not
be of the essence unless previously expressly agreed in writing
by Contrac. The Products may be delivered by Contrac in advance
of the quoted date upon giving reasonable notice to the Client
8.3 If the Client fails to take delivery of the Products or
fails to give Contrac adequate instructions for delivery of the
Products at the time stated therefor, then without prejudice
to any other right or remedy available to Contrac, Contrac may
store the Products until actual delivery and charge the Client
for the reasonable costs (including insurance) of storage
8.4 Any claim for shortage on delivery of the Products must
be notified to Contrac within 48 hours of delivery and confirmed
in writing giving Contrac full details of the claimed shortage
within 10 days of delivery. Contrac shall not be liable for claims
for shortage on delivery of Products unless notice has been given
in accordance with this clause 8
9.1 Risk of damage to or loss of the Products shall pass to
the Client:-
9.1.1 in the case of Products to be
delivered at Contrac’s
premises, at the time when Contrac notifies the Client that the
Products are available for collection; or
9.1.2 in the case of Products to be
delivered otherwise than at Contrac’s premises, at the
time the Products are handed to a carrier for delivery to the
Client, or if delivered by Contrac, at the time of delivery.
If the Client wrongfully fails to take delivery, risk shall
pass to the Client at the time when Contrac has tendered delivery
of the Products
9.2 Notwithstanding delivery and the passing of risk in the
Products, or any other provision of these Conditions, the Products
shall remain the absolute property of Contrac until Contrac has
received in cash or cleared funds payment in full of the price
of the Products plus any Value Added Tax or other tax or duty
and all other sums whatsoever which are payable by the Client
to Contrac on any account including any interest thereon. Notwithstanding
such retention of title Contrac shall be entitled to bring an
action for the price of the Products as soon as payment falls
due
9.3 Until such time as the property in
the Products passes to the Client, the Client acknowledges
that it is in possession of the Products solely as Contrac’s
fiduciary agent and bailee and shall:-
9.3.1 keep the Products on its premises
separate from those of the Client and third parties and properly
stored, protected and insured and identified as Contrac’s
property and shall not alter, modify or add to the Products
or any marking or identification on them and shall maintain
them in good condition; and
9.3.2 keep the Products free from any charge, lien or other
incumbrance
9.4 If payment for the Products or under any other contract
between Contrac and the Client is overdue in whole or in part,
Contrac (without prejudice to any of its other rights) may retake
possession of and/or resell any Products, the title to which
it has by these Conditions retained and the Client shall, upon
the request of Contrac, allow Contrac its servants and agents
during normal working hours to enter any premises where the Products
are for the purpose of recovering possession of such Products
10.1 Contrac warrants to the Client that the Services will be
provided using reasonable care and skill and, as far as reasonably
possible, the Services and the Products will be in accordance
with the Specification. Subject thereto, all terms implied by
statute or common law are hereby excluded to the fullest extent
permitted by law
10.2 Where Contrac supplies in connection with the provision
of the Services any goods supplied by a third party Contrac does
not give any warranty, guarantee or other terms to their quality,
fitness for purpose or otherwise but shall where possible, assign
to the Client the benefit of any warranty, guarantee or indemnity
given by the person supplying the goods to Contrac
10.3 Contrac shall be liable to the Client as expressly provided
in these Conditions but shall have no further or other liability
in Contract, tort or otherwise to the Client
10.4 Where Contrac is in breach of its
warranty in clause 10.1 Contrac’s entire liability shall be limited to rectifying
the defective Services and/or replacing the defective Products
or, at Contrac’s option, refunding the charges for such
Services and/or Products where those charges have been paid.
If Contrac offers to rectify defective Services or replace defective
Products the Client shall cease to have any remedy against Contrac
if the Client instructs a third party to rectify the Services
or to supply replacement products
10.5 Subject to clause 10.8 Contrac’s liability in contract,
tort or otherwise arising from or in connection with the supply
of the Services or the Products shall in any event not exceed
the amount of Contrac’s charges for the provision of the
Services or the supply of the Products
10.6 Contrac shall have not be liable to the Client for any
loss, damage, costs, expenses or other claims for compensation
arising from:
10.6.1 any Client Material or instructions supplied by the
Client which are defective, incomplete, inaccurate, incorrect,
illegible, out of sequence or in the wrong form or arising from
their late arrival or non arrival or any other fault of the Client;
or
10.6.2 the Client’s failure to follow Contrac’s
recommendations for storage of the Products, a copy of which
is annexed to these Conditions
10.7 Subject to clause 10.8, Contrac shall not be liable to
the Client:-
10.7.1 by reason of any representation (unless fraudulent)
not set out in these Conditions or any warranty condition or
other term, or duty implied by common law or otherwise; or
10.7.2 for any loss of profit or any indirect, special or consequential
loss, (whether caused by the negligence of Contrac, its servants
or agents or otherwise)
in each case which arises out of or in connection with the
provision of the Services, the supply of Products or their use
by the Client
10.8 Contrac does not exclude or limit liability for death or
personal injury caused by the negligence of Contrac (including
its employees while acting in the course of their employment
by Contrac)
10.9 Contrac shall not be liable to the
Client or be deemed to be in breach of the contract by reason
of any delay in performing, or any failure to perform, any
of Contrac's obligations in relation to the Products or the
Services if the delay or failure is due to any cause beyond
Contrac’s reasonable control including
without limitation, act of God, explosion, storm, tempest, fire
or accident, acts, restrictions, regulations, bye-laws, prohibitions
or measures of any kind on the part of any governmental, parliamentary
or local authority, strikes, lock-outs or other industrial actions
or trade disputes (whether involving employees of Contrac or
of a third party), difficulties in obtaining raw materials, fittings
or other items of equipment, labour, fuel, parts or machinery
or power failure or breakdown in machinery
11.1 This clause applies if:-
11.1.1 the Client is in receipt of a statutory demand or makes
any voluntary arrangement with its creditors or becomes subject
to an administration order or (being an individual or firm) becomes
bankrupt or (being a Company) goes into liquidation (otherwise
than for the purposes of amalgamation or reconstruction); or
11.1.2 an encumbrancer takes possession, or a receiver is appointed,
of any of the property or assets of the Client; or
11.1.3 the Client ceases, or threatens to cease, to carry on
business; or
11.1.4 Contrac reasonably apprehends that any of the events
mentioned above is about to occur in relation to the Client and
notifies the Client accordingly
11.2 If this clause applies then, without prejudice to any other
right or remedy available to Contrac, Contrac shall be entitled
to cancel the contract without any liability to the Client, and
if the Services have been or are being provided or the Products
have been or are being supplied, but not paid for in full the
price shall become immediately due and payable notwithstanding
anything to the contrary in these Conditions or any other contract
between Contrac and the Client
12.1 Any notice required or permitted to be given by either
party to the other under these Conditions shall be in writing
addressed to that other party at its registered office or principal
place of business or such other address as it may at the relevant
time have notified pursuant to this provision to the party giving
the notice. Any notice given by post shall be deemed to have
been served two business days after the same is posted and proof
that the envelope contained the notice was properly addressed
and sent by prepaid post should be sufficient evidence of service.
Any notice given by fax shall be deemed to have been served the
next business day after it shall have been despatched
12.2 No waiver by Contrac of any breach of the contract by the
Client shall be considered as a waiver of any subsequent breach
of the same or any other provision. No forbearance or indulgence
shown or granted by Contrac to the Client whether in respect
of these Conditions or otherwise shall in any way affect or prejudice
the rights of Contrac against the Client or be regarded as a
waiver of any of these Conditions
12.3 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 of these Conditions and
the remainder of the provision in question shall not be affected
thereby
12.4 For the avoidance of doubt Contrac may sub-contract any
of its obligations for the supply of the Services and/or the
Products
12.5 The contract shall be governed by the Laws of England and
the parties submit to the exclusive jurisdiction of the Courts
in England
12.6 These Conditions do not affect the
Client’s statutory
rights as a consumer
12.7 Every endeavour will be made to deliver the correct quantity
ordered, but estimates are conditional upon margins (measured
in fold depth) of 10% for single part or one process work not
requiring special papers or features and upon margins of 10%
for other work being allowed for overs or shortage (5% single
and 8% multipart respectively for quantities exceeding 50,000)
the same to be charged or deducted
12.8 Unless otherwise specifically agreed,
Contrac shall be entitled to affix to or print on any goods
a legend bearing Contrac’s
name and/or trade or other marks
12.9 Unless otherwise specifically agreed, the Products shall
not be required to comply with any direction, regulation or provision
of any foreign law or government authority
12.10 Contrac shall be entitled to transfer its rights and obligations
under the contract but subject thereto, these Conditions do not
confer on any third party any benefit or right to enforce any
of the terms of the contract
12.11 Contrac shall have a general lien
over all Client Material, Products and any other property of
the Client in the possession of Contrac in respect of all unpaid
debts due from the Client to Contrac. Without prejudice to
any other remedies available to Contrac, Contrac shall be entitled
following the expiry of 14 days written notice to the Client
to dispose of such property in such manner and at such prices
as Contrac thinks fit and to apply the proceeds of sale towards
the Client’s debts and
costs of sale. Contrac shall account to the Client for any balance
12.12 Where the Client comprises one or more individuals each
individual consents to his/her personal data being transferred
to credit and trade reference agencies for the purpose of assessing
the creditworthiness of the Client and/or debt collection agencies
to assist Contrac in recovering any debts due from the Client
to Contrac
Client’s liability concerning
storage:
- Clients must appreciate that paper is a material
which is rapidly and considerably affected by storage and
usage conditions. Unless precautions are taken paper is liable
to be affected by variations in temperature and humidity.
Variations in humidity are the most serious and will by changing
the moisture content of the stationery, alter its size and
strength characteristics.
Stationery should be stored in conditions between 40% r.h and
60% r.h If stationery is stored outside these limits, progressive
deterioration must be expected. This may be minimised if sufficient
time is allowed for acclimatisation to the conditions in which
it is to be used but paper exposed to extremes of humidity
may be permanently damaged.
Stationery should be stored at a temperature between
16°C
and 25°C (between 60°F
and 75°F). Transient
variations outside this range will not normally affect its
performance. If stationery is transferred from a cold room
to a warm room, it will experience a temporary warp. In this
case time should be allowed for it to become acclimatised before
being used.
Continuous stationery should be kept in the original boxes
until required for use. The boxes should be stored lid uppermost
and not directly touching the floor. They should not be stored
close to pipes, radiators, hot air ducts, open windows or such
like. Boxes should not be stacked more than 5 high, should
be supported squarely at the bottom and should have no heavy
weight placed upon them. Partly used boxes should not be placed
within a stack but may be placed as the top box in a stack
of 5.
No liability will be accepted by Contrac,
if the above conditions in relation to storage are not adhered
to.
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