Terms & Conditions of Sale
Magenta Print and Display (Referred to as 'The Printer')
CONDITIONS OF SALE
The following Terms and 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.
1. PRICE VARIATION
Estimates are based on the Printer’s current costs of production and, unless otherwise agreed in writing, are subject to amendment on or at any time after acceptance to meet any rise or fall in such costs.
Estimates are given exclusive of tax and the Printer reserves the right to charge the Customer any VAT or other tax payable.
3. PRELIMINARY WORK
All work carried out at the Customer’s request shall be charged. This includes any preliminary work done in the concept and preparatory stages regardless of whether such work is taken forward to production.
4. CUSTOMER INPUT
A charge will be made to cover any additional work involved where artwork or any electronic data supplied is not clear or legible or does not conform to Printer’s specifications or where inadequate copy, incomplete or incorrect or instructions or insufficient materials are supplied or where there is late delivery of the same.
The Printer shall incur no liability for any errors not corrected by the Customer where the Customer has been provided with proofs. The Customer’s alterations and additional proofs necessitated thereby shall be charged extra. When style, type or layout is left to the Printer’s judgement, changes therefrom made by the Customer shall be charged extra. Due to differences in equipment, paper, inks and other conditions between colour proofing and production runs, a reasonable variation in colour between colour proofs and the completed job will be deemed acceptable unless otherwise agreed. Where the Customer specifically waives any requirement to examine the proofs the Printer is indemnified by the Customer against any and all errors in the finished work.
6. DELIVERY AND PAYMENT
a) Delivery of work shall be accepted when tendered or, if earlier, on notification that the work has been completed. No responsibility is accepted by the Printer for items or goods once they have been accepted by the, carrier or Customer. Payment shall become due on delivery. Where multiple deliveries have been agreed, payment will be due upon the first delivery. All sums due (together with any VAT) shall be paid by the Customer (without any deduction whatsoever) within 30 days from the invoice date.
b) Unless otherwise specified the price quoted is ex works. If delivery is included in the estimate a charge may be made to cover any extra costs involved for delivery to a different address from that given in the estimate or delivery involving difficult or different access arrangements.
c) Should expedited delivery be agreed an extra charge may be made to cover any overtime or any other additional costs involved.
d) Should work be suspended or delayed by the Customer for any reason the Printer shall be entitled to (i) charge for storage and for loss of or wastage of resources that cannot otherwise be used; and (ii) immediate payment for work already carried out, materials specially ordered and any other additional costs should such delay or suspension continue beyond  days.
e) Unless otherwise agreed in writing completion and delivery times are a guide only and whilst the Printer will make every effort to adhere to proposed timescales time is not of the essence in any contract with the Customer.
f) The Printer shall not be liable for (i) any delay in delivery of the work caused by any failure of the Customer to supply within the time stipulated, artwork files/disc, proofs, electronic data, layouts, delivery schedules or any other material or documentation requested by the Printer; and (ii) any loss to the Customer arising from delay in transit not caused by the Printer.
g) If any payment that is to be made by the Customer to the Printer is overdue interest will be chargeable thereon before as well after judgement on a day to day basis at an annual rate of 5% above the base rate until the sum due is paid.
h) Where any sum owed by the Customer to the Printer is overdue for payment under any contract the Printer may withhold any deliveries of work due to be made under any contract until arrangements as to payment or credit have been established which are satisfactory to the Printer.
i) Any discount stated on the invoice or otherwise given by the Printer shall be deemed to have been withdrawn if payment is not received by the Printer within any stipulated payment period.
7. RISK AND PROPERTY
a) Risk in the work shall pass to the Customer upon delivery in accordance with condition 6(a) and the Customer should insure accordingly.
b) The work remains the Printer’s property until the Customer has paid for it and discharged all other debts owing to the Printer.
c) Until such time as the full price of all such work has been paid:-
i) it shall be held by the Customer in a fiduciary capacity and stored by the Customer at its premises in such a manner that it is clearly identifiable as the work of the Printer;
ii) it shall be handed over to the Printer on demand and the Printer shall be entitled to re-take possession of it (including entering the Customer’s premises if necessary to do so) without prejudice to any of its other rights against the Customer. If the Customer sells the work before it has been paid for in full he shall hold the proceeds of sale on trust for the Customer in a separate account until any sum owing to the Printer has been discharged from such proceeds.
d) If the Customer fails to pay for the work in accordance with these conditions the Printer will have the right to bring an action against the Customer for the price of the work at any time notwithstanding that property in the work has not passed to the Customer.
a) The Printer warrants that the work shall at the time of delivery be free from defects in workmanship and materials save that the Printer shall be under no liability in respect of any such defects arising from the Printer producing the work in accordance with any specification supplied by the Customer. If any work does not conform to this warranty the Printer will at its option:-
i) replace the work found not to conform to the warranty; or ii) take such steps as the Printer deems necessary to bring the work into a state where it is free from such defects; or iii) take back the work found not to conform to the warranty and refund the appropriate part of the price.
b) The liability of the Printer under these conditions shall in no event exceed the price of the work and performance of any of the options in 8(a) shall constitute an entire discharge of the Printer’s liability under this warranty. Further the Printer shall be under no liability in respect of defects in workmanship and material where the work supplied under a contract is of similar quality and standard to samples of work previously supplied and accepted by the Customer.
Samples are accepted by express confirmation or deemed accepted if they are not rejected by the Customer within 24 hours of the supply of the samples to the Customer.
c) Save as provided for in 8(a) and to the fullest extent permitted by law:-
i) all conditions and warranties express or implied as to the quality or fitness for any purpose of the work are expressly excluded; and ii) the Printer shall be under no liability for any loss or damage (whether direct, indirect or consequential and including loss of profit, loss of business, depletion of goodwill, loss of business opportunity or loss of savings) howsoever arising which may be suffered by the Customer.
d) Nothing in these conditions shall exclude the Printer’s liability for death or personal injury as a result of its negligence.
9. SUB CONTRACTING
The Printer shall have the right to subcontract all or any part of the work.
Advice of damage, delay or loss of goods in transit or of non-delivery must be given in writing to the Printer and carrier within 24hrs of delivery (or, in the case of non-delivery, within 5 days of despatch of the goods) and any claim in respect thereof must be made in writing to the Printer and the carrier within seven clear days of delivery (or, in the case of non-delivery, within 7 days of despatch). All other claims must be made in writing to the Printer within three days of delivery. The Printer shall not be liable in respect of any claim unless the aforementioned requirements have been complied with except in any particular case where the Customer proves that (a) it was not possible to comply with the requirements and b) the claim was made as soon as reasonably possible, provided that the liability of the Printer under this clause shall in no event exceed the price of the work.
11. STANDING MATERIAL
Print ready final artwork data files, retouched, colour corrected or resized images or graphics, film and other materials owned by the Printer and used by him in the production of digital print, plates, film-setting, negatives, positives and the like shall remain the Printer’s exclusive property. Such items when supplied by the Customer shall remain the Customer’s property.
12. CUSTOMER’S PROPERTY
a) Customer’s property, both tangible and intangible (including electronic data, as referred to above) supplied to the Printer by or on behalf of the Customer shall while it is in the possession of the Printer or in transit to or from the Customer be deemed to be at Customer’s risk unless otherwise agreed and the Customer should insure accordingly.
b) The Printer shall be entitled to make a reasonable charge for the storage of any Customer’s property (including finished goods) left with the Printer before receipt of the order, after notification to the Customer of completion of the work or if delivery in accordance with the Customer’s delivery schedule is refused or delayed by the Customer or his agents.
c) The Customer shall indemnify the Printer from and against all costs claims demands expenses and all liability whatsoever which may be made against or incurred by the Printer or which the Printer may sustain pay or incur arising out of the use by the Printer of such Customer’s property both tangible and intangible and all other property materials and computer data.
d) The Printer shall be entitled to dispose of any Customer’s property supplied to the Printer which shall not have been used in any work for the Customer in the preceding 6 months after having given 30 days written notice to the Customer of the intention to dispose and the Customer shall not within such period have requested the return of his property
13. MATERIALS SUPPLIED BY THE CUSTOMER
a) The Printer may reject any paper, plates, digital files or other materials 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. For these purposes unreasonable delay shall be viewed from the time when the Printer would normally have inspected such materials prior to the commencement of the work and not from the time of delivery of such materials.
b) Where materials are so supplied or specified, the Printer 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.
c) Quantities of materials supplied shall be adequate to cover normal spoilage, and must be available to the Printer 48 hours before commencement of printing.
d) The Printer shall not be responsible for checking the accuracy electronic data supplied unless otherwise agreed.
e) The Printer shall not be required to download any electronic data from his equipment or supply the same to the Customer on disk, tape or by any communication link unless written arrangements are made to the contrary.
f) where the customer supplies additional collateral or other items for onward delivery, the printer is not responsible for damage or loss or subsequent failure to return to the customer
If the Customer 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 enters into liquidation whether compulsorily or voluntarily (otherwise than for the purposes of amalgamation or reconstruction) or has a petition presented for the appointment of an Administrator in respect of its business or compounds with its creditors or has a receiver or administrative receiver appointed of all or any part of its assets or takes or suffers any similar action in consequence of debt or being an individual has a bankruptcy petition issued against him the Printer without prejudice to other remedies shall:
a) have the right not to proceed further with the contract or any other work for the customer and be entitled to charge for work already carried out (whether completed or not) and materials purchased for the Customer, such charge to be an immediate debt due to him. Any unpaid invoices shall become immediately due for payment; and
b) in respect of all unpaid debts due from the Customer, have a general lien on all goods and property in his possession (whether worked on or not) and shall be entitled on 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 and shall when accounting to the Customer for any balance remaining be discharged from all liability in respect of such goods or property..
15. ILLEGAL MATTER
a) The Printer shall not be required to print any matter which in his opinion is or may be of an illegal or libellous nature or an infringement of the proprietary or other rights of any third party.
b) The Printer shall be indemnified by the Customer in respect of any claims, costs and expenses arising out of the printing by the Printer for the Customer of any illegal or unlawful matter including libellous matter or any infringement of copyright, patent, design or of any other proprietary or personal rights. The indemnity shall include (without limitation) any amounts paid on a lawyer’s advice in settlement of any claim.
16. THIRD PARTY RIGHTS
The Contract (Rights of Third Party Rights) Act 1999 shall not apply to this contract and no party other than the parties to this contract shall have any rights under it nor shall it be enforceable under that Act by anyone other than the parties to it..
17. FORCE MAJEURE
The Printer shall be under no liability if he shall be unable to carry out any provision of the contract for any reason beyond his reasonable control including (without limiting the foregoing) Act of God, legislation, war, fire, flood, drought, inadequacy or unsuitability of any instructions, electronic file or other data or materials supplied by the Customer, failure of power supply or breakdown in machinery, lock-out, strike or other action taken by employees in contemplation or furtherance of a dispute or owing to any inability to procure materials required for the performance of the contract. During the continuance of such a contingency the Customer may by written notice to the Printer elect to terminate the contract and pay for work done and materials used, but subject thereto shall otherwise accept delivery when available.
18. ENTIRE CONTRACT
Unless specifically agreed to in writing by the Customer and the Printer, these conditions are the only conditions upon which the Printer is prepared to deal with the Customer and they shall govern any contract with the Customer to the entire exclusion of any other express or implied terms or conditions to the extent permitted by law.
These conditions and all other express terms of the contract shall be governed and construed in accordance with the laws of England and all disputes arising out of these conditions shall be subject to the exclusive jurisdiction of the courts of England and Wales.
21. CANCELLATION OF ORDERS
No order which has been accepted by the Printer may be cancelled by the Customer except with the agreement of the Printer in writing and on terms that the Customer shall indemnify the Printer in full against all losses including any loss of profit or any indirect or consequential loss or damage (whether for loss of business, depletion of goodwill or otherwise), costs (including the cost of all labour and materials used), expenses, damages, charges or other claims for consequential compensation whatsoever suffered or incurred by the Printer as a result of such cancellation, subject to the Printer’s obligation to mitigate its loss.