Conditions of supply for lithographic print
- These Conditions, together with any written quotation or other notice given by CFH from time to time, form the contract between CFH and the person, firm or company stated on the quotation or other notice (“Customer”), unless previously agreed in writing by an authorised officer of CFH and it is agreed that:
- no verbal, written or other addition hereto or variation hereof shall be effective; and
- these Conditions supersede and shall prevail over and exclude any other terms & conditions appearing elsewhere, including any Customer order or any course of dealing established between CFH and the Customer.
- Quotations for the production of continuous stationery and/or classic print (“Goods”) shall be issued by CFH, on an as required basis, are subject to sight of copy and may be withdrawn or varied by CFH at any time and unless otherwise specified shall be deemed to be withdrawn automatically at the expiry of fourteen (14) days from the date of issue. A quotation for the Goods shall not constitute an offer.
- The Customer’s written order constitutes an offer by the Customer to purchase the Goods in accordance with these Conditions (“Order”). No binding contract will arise until the Order is accepted by CFH by commencing production of the Goods.
- The Customer shall be solely responsible for ensuring that any materials, including but not limited to, typography, illustrations, photography, graphics, sketches, specifications, colour references, descriptions or information (“Artwork”) or any samples, colour swatches, branding guidelines or instructions required to produce the Goods supplied by the Customer or by any agent or representative of the Customer are accurate, unambiguous, clearly legible and meet the Customer’s requirements.
- Artwork must be supplied in one of the following formats: PDF, Indesign, Quark, Illustrator or Photoshop and must be correctly split for colour. A charge may be made to cover any additional work involved where Artwork, branding guidelines or other instructions supplied is not clear and legible.
- Any Artwork that requires further amendments after the plates are made, will incur additional charges per plate plus the amendment charge at the prevailing hourly rate.
- The Customer shall indemnify and hold CFH harmless in respect of all liabilities, costs, expenses, damages and direct losses which may be incurred or sustained by CFH by reason of or arising directly or indirectly out of any claim:
- that the Goods produced do not conform to such Artwork or otherwise; and
- for actual or alleged infringement of a third party's data or intellectual property rights.
3. Proofs and additional works
- Prior to producing the Goods, CFH may submit a proof for the Customer’s approval. The Customer shall, within two (2) working days either accept or reject the proof in writing.
- Where the Customer, acting reasonably, rejects a proof, CFH must, as soon as possible, and in any event within two (2) working days of receipt of the Customer’s notice of rejection re-submit the proof, as amended, for the Customer’s approval.
- If the Customer rejects a proof, any alterations and additional proofs necessitated thereby, and all other works carried out at the Customer’s request, shall be charged to the Customer in full at the prevailing hourly rate (subject to a £15 minimum charge).
- When style, type or layout is left to CFH’s judgment, changes therefrom made by the Customer shall also be charged extra to the Customer in full (as above).
- Where a proof is submitted and approved, CFH shall incur no liability for any uncorrected errors in any Goods subsequently produced.
Any sample, illustrations or descriptive material made available by CFH including proofs, colour reference and specifications or weight capacity or dimensions shall not form part of the contract but shall be treated as approximate only unless specifically stated otherwise. All documents containing such illustrative or descriptive material (as well as copyright therein) shall remain the exclusive property of CFH and must not be copied, loaned or transferred to any third-party.
5. Data Protection
Both parties agree to be bound by and comply with the provisions of the Data Protection Act 2018 and the UK GDPR (as each may be amended), as they relate to their respective obligations under this Agreement. Each party accepts responsibility and liability for their own acts or omissions with regard to data protection and shall fully indemnify the other party from and against all claims, liabilities, demands, damages and costs incurred by the other party arising as a result of the acts or omissions of the indemnifying party.
6. Ownership of data and intellectual property
- All intellectual property rights belonging to either party shall remain vested in that party (and nothing in these Conditions shall transfer, or create an obligation to transfer, any such intellectual property rights) and specifically, but without limitation, all intellectual property rights in any software, system or product created by CFH as part of or in connection with the production of Goods or provision of any associated services shall remain the property of CFH.
- All data (of whatever nature) submitted by the Customer to CFH in connection with the production of the Goods shall remain property of the Customer.
- The Customer grants to CFH a non-exclusive licence (or sub-licence where appropriate) to use Customer logos, trade-marks, and other intellectual property rights in order to produce the Goods or provide any associated services to the Customer.
7. Standing material
- Metal, film, glass and other materials owned by CFH and used by it in production of type, plates, moulds, stereotypes, electrotypes, film-setting, negatives, positives and the like shall remain its exclusive property. Such items, when supplied by the Customer, shall remain the Customers’ property.
- Typeface may be distributed and lithographic or other work effaced immediately after the supply of Goods, unless agreed otherwise in writing by CFH and CFH may make a reasonable charge in connection with such agreement.
- CFH shall be entitled to make a reasonable charge for the storage of any Customer’s property left with CFH before receipt of the Order or after notification to the Customer of the completion of the contract work.
- CFH may reject any paper, plates or other materials supplied or specified by the Customer which appear to it to be unsuitable and CFH may charge the Customer for any additional costs incurred as a result, including but not limited to the costs of arranging for suitable replacements. Where materials are so supplied or specified, CFH 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 and quantities must be adequate to cover spoilage.
- Quotations will include the costs of delivery and assumes delivery in one batch. CFH reserves the right to charge for additional or missed deliveries at its prevailing rate.
- CFH shall take reasonable steps to produce and deliver the Goods to the location and within any period agreed in writing, but this is not guaranteed, and time for production or delivery shall not be deemed to be of the essence.
- Notwithstanding anything in condition 8.1 above, the agreed time for production and delivery of the Goods shall be extended by a reasonable period in the event of any delay caused by any issue beyond the reasonable control of CFH.
- If the Customer requests that CFH delivers the Goods ahead of any delivery time previously agreed, CFH may make an additional charge to reflect any overtime or additional costs it may incur.
- If production of the Goods is suspended at the request, or delayed through the fault of the Customer, CFH shall be entitled to immediate payment for all work carried out by it at such time, for all materials specially ordered and all other additional costs including, but not limited to, storage costs.
- Every endeavour will be made to deliver the correct quantity of Goods. The Customer acknowledges that estimates given by CFH are conditional upon margins being allowed for excess or shortage, the same to be charged or deducted unless otherwise agreed in writing, (measured in fold depths) of:
- 10% for single part or one process work not requiring special papers or special features;
- 10% for other work; or
- 5% for single and 8% multi-part respectively for quantities exceeding 50,000.
9. Storage of Goods
- The Customer acknowledges that paper is a material which is rapidly and considerably affected by storage and usage conditions and CFH accepts no liability for any losses incurred by the Customer as a result of damage incurred to the Goods by the Customer’s incorrect storage following delivery.
- Unless precautions are taken the Goods are likely 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 Goods, alter its size and strength characteristics and Goods should be stored in conditions between 40% and 60% relative humidity.
- If stationery is stored outside of the limits above, a progressive deterioration in performance must be expected. This may be minimized if sufficient time is allowed for acclimatisation to the conditions, but Goods exposed to extremes of humidity may be permanently damaged.
- The Goods should also be stored at a temperature between 18°C and 24°C (between 64°F and 75°F). Transient variations outside this range will not normally affect performance. If the Goods are transferred from a cold room to a warm room, they will experience a temporary warp. In this case time must be allowed for the Goods to become acclimatised before being used.
- The Goods should be kept in their original boxes until required for use. Those boxes should be stored with the lid uppermost and not directly touching a floor.
- Boxes should not be stacked more than seven high, should be supported squarely at the bottom and should have no heavy weights placed upon them.
- When in use the Goods should not be exposed to the air or light for periods in excess of 48 hours.
- CFH may, in its sole discretion, agree to store Goods for the Customer. Storage costs will be charged at CFH’s prevailing rate and billed monthly.
10. Goods lost in transit
- If the Goods have not been received within seven (7) clear days of the delivery date notified to the Customer by CFH or if they are delivered in a damaged condition or with shortages, the Customer shall immediately give notice to CFH of the relevant facts. If such notice is not given within five (5) working days, CFH shall not be liable to the Customer in respect of any such loss, damage or shortage and the Customer shall have no claim against CFH in respect of any such loss, damage or shortage. CFH shall not, in any case, be liable for any loss to the Customer arising from any delay in transit which is not caused by CFH.
- This condition 10 shall also apply in the case of Goods delivered to a third-party on the order of the Customer.
- If delivery by instalments has been agreed, delay in delivery or non-delivery of any instalment shall not entitle the Customer to terminate the contract or to reject any other instalment.
- Should the Customer suffer an insolvency event, its right to resell any previously delivered Goods shall be suspended and CFH may enter upon the premises of the Customer to recover any Goods as yet unsold or unused by the Customer.
11. Delivery risk and passing of property
- Goods shall be at the Customer's risk from the moment of delivery, whether or not title in and to the Goods has passed or payment or part payment made, and thereafter the Customer shall be responsible for insuring the goods.
- Notwithstanding delivery and the passing of risk in the Goods, the title in and to the goods shall not pass to the Customer until CFH has received in cash or cleared funds payment in full of the price of the Goods and all other goods (of any description) agreed to be sold by CFH to the Customer for which payment is then due. So long as property in the Goods remains with CFH, the Customer shall prominently mark such Goods and store them separately, so that they may be clearly identified as the property of CFH.
- Notwithstanding Condition 11.2, the Customer may sell or use the Goods in the ordinary course of business, provided the Customer shall be able to identify all sums due to or received by the Customer in respect of any such sale separate from any other monies or property of the Customer and the Customer shall hold such monies on trust for CFH until the full amount payable for the Goods has been paid.
- In the event of the Customer becoming (in any way) insolvent, the right to resell or use the Goods shall be suspended and CFH or its servants or agents may enter upon the premises of the Customer to recover any unsold Goods.
- The price for the Goods shall be set out in CFH’s quotation and excludes VAT, or any other tax or duty payable, the amount of such taxes or duties shall be added to the price and shall be payable by the Customer in the same manner as the price.
- Notwithstanding condition 1.2 above, CFH shall be entitled to adjust the price by such reasonable amount as it thinks fit at any time before delivery of the relevant Goods, in the event of any increase in the cost to CFH in supplying those Goods, whether such increase shall result from higher costs of raw materials, labour, transport or other expenses whatsoever.
- Unless otherwise agreed in writing between CFH and the Customer, the price quoted is based on the assumption that the Goods will be supplied in one batch and to the Customer's address in any quotation. Accordingly, CFH may at its discretion increase the price to take account of any additional costs to CFH (including but not limited to storage and delivery costs) by reason of the supply of the Goods being made in more than one batch or to a different address.
- Without prejudice to any other remedy which CFH may have, in the event of the Customer cancelling the contract, CFH shall be entitled to charge the Customer for all costs and expenses incurred by CFH in respect of such contract up to the date of cancellation and for any loss of profit arising by reason of the cancellation.
- The Customer shall pay CFH’s invoices for the Goods no later than thirty (30) days after the date of the invoice.
- All payments shall be made in full without deduction in respect of any set-off or counterclaim.
- Payment may be made by BACS to the account number given on the invoice. However, for some customers, we reserve the right to request payment on account prior to commencing work.
- If the Customer fails to make any payment due in accordance with Condition 13.1, CFH shall be entitled to cancel or to suspend any work and any other deliveries to the Customer and to charge interest on such overdue sum at the rate of four (4) per cent per annum above the current base rate of Clydesdale Bank PLC, such interest being deemed to accrue from day to day and being compounded on the last day of each calendar month.
- The price shall be payable by the Customer notwithstanding any adjustments to or corrections of defects which may be required to the Goods.
14. Insolvency and default
If the Customer breaches any of its obligations to CFH (including but not limited to any failure to make any payment due in accordance with Condition 13.1) or if any distress or execution shall be levied upon the Customer or if the Customer shall offer to make any arrangement with creditors or (being an individual) commit any act of bankruptcy or if any petition in bankruptcy shall be presented against it or if the Customer is a limited company any resolution or petition to wind up the Customer (other than for the purposes of amalgamation or reconstruction which becomes effective) shall be passed or presented or if a receiver shall be appointed over the whole or any part of the assets of the Customer, then all sums outstanding under any contracts made from time to time between the Customer and CFH shall become immediately payable to CFH and CFH may (by immediate written notice to the Customer) terminate any contracts it has with the Customer, without liability to the Customer and without prejudice to any other remedy which CFH may have under those contracts.
- To the fullest extent permissible by law, all express or implied warranties or conditions statutory or otherwise as to the quality or fitness for any particular purpose of the Goods are hereby expressly excluded.
- CFH shall not be liable in any circumstances whatsoever, whether in contract, tort, negligence or otherwise, for loss of anticipated profits or revenue or contracts or for any other indirect or consequential loss or damage arising from any cause whatsoever.
- To the fullest extent permissible by law the liability of each party to the other shall be limited to direct losses and shall not exceed the total value of Goods supplied under the relevant Order.
- CFH shall not be liable for failing to perform the contract, whether wholly or in part, to the extent such failure is caused by any circumstance outside CFH's control.
- All Goods supplied, but not produced, by CFH are sold subject to the conditions of sale of the producer thereof and the sole liability of CFH in respect thereof shall be to give to the Customer such benefits as CFH shall receive under any contract which CFH has with such producer. In the event of any failure by such producer for whatever reason to meet such liability which may arise by reason of any defect in such Goods, CFH shall be under no liability to the Customer in respect of such defect.
- Any advice, recommendation, statement or representation (whether made innocently or negligently) which is given by CFH or its employees or agents to the Customer or its employees or agents in relation to the Goods, and which is not confirmed in writing by CFH, is followed or acted upon entirely at the Customer's own risk, and accordingly CFH shall not be liable for any such advice, recommendation, statement or representation (whether for innocent or negligent misrepresentation, negligent misstatement or otherwise) which is not so confirmed.
- CFH shall not be required to print any matter which in its opinion is or may be of an illegal, indecent, obscene or libellous nature and the Customer shall fully indemnify CFH from and against all fines, claims, liabilities, demands, damages and costs arising from CFH printing or otherwise processing any illegal, indecent, obscene or libellous matter.
16. Force Majeure Event
- Neither party shall be liable to the other for failure to perform its obligations under this Agreement where such failure is caused, wholly or in part, by any event beyond the reasonable control of the party seeking to rely on it and for which it cannot reasonably be expected to make provisions or arrangements, including epidemic, pandemic, or governmental decree or order, strikes, lock-outs or other industrial disputes, act of terrorism, act of god, war, riot, civil commotion, compliance with any law or regulation, fire, flood or storm (Force Majeure Event).
- Condition 16.1. shall not apply where a Force Majeure Event has been solely caused by the negligence of the party claiming relief pursuant to that Force Majeure Event.
- If the Force Majeure Event continues for a period of more than 30 (thirty) days then the party not claiming relief pursuant to that Force Majeure Event may terminate this agreement with immediate effect.
- The Goods shall comply with applicable laws in the United Kingdom and unless otherwise specifically agreed, shall not be required to comply with any law, direction, regulation or provision of any foreign governmental authority.
- Unless otherwise specifically agreed, CFH shall be entitled to affix to or print on any Goods legends bearing CFH's name and/or trade-marks.
- No forbearance or indulgence shown or granted by CFH to the Customer whether in respect of these Conditions or otherwise shall in any way affect or prejudice the rights of CFH against the Customer or be regarded as a waiver of any of these Conditions.
- Any notice required or authorised to be given hereunder may be given either personally or by post addressed to such other party at its last-known address or at any other address furnished to the other by written notice. Notice so given by letter shall be deemed to have been served 48 hours after the same is posted and proof that the envelope containing the notice was properly addressed and sent by pre-paid post shall be sufficient evidence of service.
- The Customer may not assign, transfer, mortgage, charge, subcontract, declare a trust over or deal in any other manner with any of its rights and obligations under these Conditions.
- A person who is not a party to these Conditions shall not have any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this agreement.
- These Conditions shall be governed by and construed in all respects in accordance with English Law and the Customer hereby irrevocably submits to the exclusive jurisdiction of the English Courts.