1. Definitions
1.1 ‘Contract’ means the contract between the Company and the Customer for the supply of work subject to these Terms of Business.
1.2 ‘Company’ means Linkway Financial Printers or any subsidiary or associated company thereof.
1.3 ‘Customer’ means (unless otherwise expressly agreed in writing) the person expressly accepting these terms and conditions or from whom the Company accepts instructions to supply the Work and the Company shall be entitled to recover payment for the Work from such person.
1.4 ‘Customer’s agent’ means (unless otherwise expressly agreed in writing) the entity representing the customer in any negotiations with the company or providing the company with any data or text required in connection with the preparation by the Company of any work required by the Customer.
1.5 ‘Work’ shall mean the services undertaken by the Company or any sub-contractors, any articles or services described in the Order and shall include, inter alia, the production, printing and supply of materials and goods supplied to the Customer.
1.6 ‘Order’ means an order placed by the Customer for the supply of goods and services by the Company.
2. Conditions
2.1 Unless otherwise agreed in writing by a Director of the Company, these conditions shall override any terms or conditions stated, incorporated or referred to by the Customer whether in the Order or in any negotiations.
2.2 No variation to these Terms of Business shall be valid unless agreed in writing between a Director of the Company and an authorised representative of the Customer.
2.3 The Company’s employees or agents are not authorised to make any representations concerning the Work unless confirmed by the Company in writing. In entering into the Contract the Customer acknowledges that it does not rely on, and waives any claim for breach of, any such representations which are not so confirmed.
3. Price
3.1 The Company reserves the right to alter the price or terms of an estimate if on inspection of an Order or instructions it is found to be different from the specification understood when the estimate was given.
3.2 Estimates given by the Company shall be deemed to be withdrawn unless the Company received the Customer’s written acceptance within 30 days from the date the estimate was provided.
3.3 Estimates are based on current costs of production and are subject to amendment by the Company on or at any time after acceptance to meet any rise or fall in such costs.
3.4 VAT will be charged where applicable whether or not included in the estimate. Each year pricing is subject to RPI ratings and we have the right to increase prices according to the official RPI.
3.5 In the event that the Customer or the Customer’s agent on behalf of the Customer engages the Company to carry out any Work in the absence of an estimate such Work will be charged at the then prevailing prices of the Company and the Customer undertakes to pay such charges in accordance with these Terms of Business.
3.6 All preliminary Work carried out at the request of either the Customer or the Customer’s agent whether experimentally or otherwise will be subject to an additional charge.
3.7 Every endeavour will be made to deliver the correct quantity ordered but it shall be a term of each Contract that margins of 5% for Work in one colour only and 10% for other Work are allowed for overs or shortages, the same to be charged or deducted pro rata.
4. Proofs and extras
4.1 Author’s and Customer’s corrections, including alterations in style, and the cost of additional proofs necessitated by such corrections will incur an additional charge unless specifically included in the estimate. Proofs of all Work may be submitted for approval by the Customer the Customer’s agent and/or author and in that event no responsibility will be accepted for any errors not corrected by the Customer and the Customer’s agent or author as the case may be.
4.2 The Company reserves the right to charge for any additional work not shown on the estimate, in accordance with the extras list provided.
5. Delivery and payment
5.1 The Company shall arrange for the delivery of the Work. Delivery to the Customer shall take place on delivery to the address(es) supplied by the Customer or in the case of Work for delivery outside the UK on delivery to a shipping agent in the UK designated by the Company or specified by the Customer.
5.2 Should expedited delivery be agreed which involves other additional costs or requires overtime outside the Company’s normal working hours an additional charge may be made. The Company’s normal working hours are Monday 6am to Friday midnight. Additional costs may be incurred for Bank Holidays and weekend working.
5.3 The price payable for the Work shall be paid by the Customer to the Company’s offices at Suscon House, Brunel Way, The Bridge DA1 5FW within seven days from the date of the Company’s invoice.
5.4 Without prejudice to the Company’s other rights, including the right in any event to sue for the price immediately payment becomes due whether or not property in the Work has passed, the Company reserves the right to charge interest to be added to the amount of any delayed payment at the rate of 4% above the base rate of The Royal Bank of Scotland from time to time in
force from the date the monies first become due until the outstanding invoice is paid.
5.5 In the event that the Company is obliged to take steps to recover monies due to it and whether or not the Company has commenced legal proceedings against the Customer for payment of the price, judgment or an order for the bankruptcy or liquidation of the Customer or such legal proceedings are settled or compromised between the parties, the Customer shall indemnify the Company on a full indemnity basis and against all legal and professional costs and disbursements thereby incurred by the Company in recovering the monies due to it.
6. Risk
6.1 The Work shall be at the Customer’s risk immediately upon delivery as specified in clause 5.1 or on written notification to the Customer that the Work has been completed whichever first occurs.
6.2 Notwithstanding delivery and the passing of risk in the Work or any other provision of these Terms of Business, the property in the Work shall not pass to the Customer until the Company has received in cash or cleared funds payment in full of the price of the Work and all other Work agreed to be sold by the Company to the Customer for which payment is then due.
6.3 Until such time as the property in the Work passes to the Customer, the Customer shall hold the Goods as the Company’s fiduciary agent and bailee, and shall keep the Work separate from that of the Customer and third parties and properly stored, protected, insured and identified as the Company’s property. Until that time the Customer shall be entitled to resell or use the Work in the ordinary course of its business, but shall account to the Company for the proceeds of sale or otherwise of the Work, 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.
6.4 Until such time as the property in the Work passes to the Customer, the Company shall be entitled at any time to require the Customer to deliver up the Work to the Company and, if the Customer fails to do so forthwith, to enter upon any premises of the Customer or any third party where the Work is stored and repossess the Work.
7. Standing matter
7.1 Typesetting may be distributed and lithographic, photogravure or other work effaced immediately after the Work is completed unless written arrangements are made to the contrary. In the latter event rent may be charged.
8. Customer’s property and materials
8.1 Customer’s property and all property supplied to the Company by or on behalf of the Customer will remain the Customer’s property and any such items which are left in the custody of the Company by the Customer are left at the Customer’s sole risk and the Company shall not be liable for any loss or damage to such property howsoever caused and the Customer should insure accordingly. The Company may make a reasonable charge to the Customer for storage of any such property left with the Company before receipt of the Order and/or after notification to the Customer of completion of the Work.
8.2 The Company may reject any paper, plates or other materials supplied or specified by the Customer which appear to the Company to be unsuitable. An additional charge may be made to cover extra time involved where copy supplied is not clear or legible or if any materials are found to be unsuitable during production. 8.3 Where unsuitable materials are supplied or specified by
the Customer responsibility for defective work will not be accepted by the Company.
8.4 The Customer agrees to supply adequate quantities of materials to cover normal spoilage and wastage.
9. Illegal matter
9.1 The Company shall not be required to print any matter which in its sole opinion is or may be in any way illegal, scandalous or libellous or an infringement of any third party rights, including but not limited to copyright, patent, design and trademark and the Customer shall indemnify the Company in respect of any actions, proceedings, costs, claims demands and expenses (including legal expenses on an indemnity basis) whatsoever suffered or incurred by the Company in respect thereof.
10. Copyright
10.1 All drawings and specifications supplied by the Printer are copyright and may not be reproduced or disclosed to third parties without the Company’s written consent.
11. Warranties and limitation of liability
11.1 The Company warrants that the Work will be produced in accordance with the Customer’s specification. All other warranties or conditions statutory or otherwise (including conditions as to quality or fitness for any particular purpose) whether express or implied are hereby excluded in sofar as is permitted by law.
11.2 The Company’s liability to the Customer for any loss or damage incurred by the Customer arising from breach of any of the warranties contained in the Contract or from any other cause whatsoever shall be limited to the cost incurred by the Company in providing replacement Work.
11.3 Save as expressly provided in these Terms of Business the Company shall under no circumstances be liable to the Customer for any losses, damages or any third party claims, whether direct, indirect, consequential, special or incidental arising from any act, (including without limitation, loss theft or destruction of the work or printing plates or other working materials on the Company’s
premises or otherwise) the negligence of the Company, its sub-contractors or from any other cause whatsoever. 11.4 Any claim by the Customer which is based on any defect in the quality or condition of the Work or its failure to correspond with specification shall (whether or not delivery is refused by the Customer) be notified to the Company within seven days from the date of delivery or (whether the defect or failure was not apparent on reasonable inspection) forthwith on discovery of the defect or failure. If delivery is not refused, and the Customer does not notify the Company accordingly, the customer shall not be entitled to reject the Work and the Company shall have no liability for such defect or failure, and the Customer shall be bound to pay the price as if the Work had been delivered in accordance with the contract.
11.5 Where any valid claim in respect of any Work which is based on any defect in the quality or condition of the Work or their failure to meet specification is notified to the Company in accordance with these Terms of Business, the Company shall be entitled to replace the Work (or part in question) free of charge, or at the Company’s sole discretion, refund to the Customer the
price of the Work (or a proportionate part of the price) but the Company shall have no further liability to the Customer.
12. Interim payments suspension and termination
12.1 In the event that in the Company’s opinion the Customer’s financial position becomes unsatisfactory, or if the Customer ceases to pay its debts in the ordinary course of business or cannot pay its debts as they become due or being a company is deemed to be unable to pay its debts or has a winding up petition against it or being an individual commits an act of bankruptcy or has a
bankruptcy petition filed against him or the Customer is in breach of any of its obligations arising under the Contact (or where any of the above events appear to the Company to be likely to occur) the Company shall without prejudice to its other remedies, have the right to suspend all further Work and/or deliveries until the default be made good or to terminate the Contract forthwith or not to proceed further with the Contract or any other work for the Customer and shall be entitled to charge for Work already carried out (whether completed or not) and materials purchased in respect of the Customer’s Work, such charge to be an immediate debt due to the Company.
12.2 If the Company considers at any time in its absolute discretion that the financial circumstances of the Customer do not justify the credit terms specified in the estimate, the Company shall, at its option, exercisable by notice in writing to the Customer, be entitled, without incurring any liability to the Customer, either to require payment in cash before commencement of production of
the Work or before despatch of all Work remaining to be delivered hereunder or to cancel the Contractor so much of it as remains unperformed without prejudice to any claim for damages by the Company or to any other rights or remedies which the Company may have in consequence of the Customer’s default or in any way arising therefrom.
12.3 Should Work be suspended at the request or delayed through any default of the Customer for a period of 30 days or more the Company shall be entitled to payment for the work already carried out and materials specially ordered and may terminate the Contract on giving the Customer 14 days notice in writing.
12.4 No Order which has been accepted by the Company may be cancelled by the Customer except with the agreement in writing of the Company and on terms that the Customer shall indemnify the Company in full against all loss (including loss of profit), costs (including the cost of all labour and materials used), damages, charges and expenses incurred by the Company as a result of cancellation.
13. Lien
13.1 In addition to any right of lien to which the Company may by law be entitled, the Company shall be entitled to a general lien on all items supplied by the Customer in the Company’s possession (although such items or some of them may have been paid for) for the unpaid price of any other goods sold and delivered to the Customer by the Company under the same or any other contract. The Company shall be entitled on the expiry of 14 days’ notice to dispose of such goods and paper or other material on the best commercial terms reasonably obtainable and to apply any proceeds towards such unpaid price.
14. Account queries
14.1 In the event that the Customer or the Customer’s agent has any queries or considers there are any discrepancies in the final invoice they shall raise same with the Company within seven days of the invoice being despatched by the Company and in the absence of any such notification the customer shall be deemed to accept the invoices as drawn and shall not be entitled to seek any variation or adjustment to same or to the account unless the customer can demonstrate that the invoice or account is patently incorrect.
15. Force majeure
15.1 Every effort will be made by the Company to complete the Work but it shall not in any event be liable to the Customer for any loss or damage whatsoever if it is delayed or prevented from delivering the Work or performing any service due to any cause or event whatsoever beyond its control (including without limitation, power failure or breakdown in machinery or computers, strikes, labour disputes or inability to procure materials required for the performance of the Contract).
16. Headings
16.1 Headings to the clauses of these Terms of Business are inserted for reference or convenience only and shall not affect the construction of the terms referred to thereunder.
17. Severability
17.1 If any provision in these Terms of Business (or part thereof) shall be found to be invalid, ineffective or unenforceable, the invalidity, ineffectiveness or unenforceability of such provisions (or part thereof) shall not affect any other provision (or the remainder of the provisions of which such invalid ineffective or unenforceable part forms part). Accordingly all provisions (or parts thereof) not affected by such invalidity ineffectiveness or unenforceability shall remain in full force and effect.
18. Contracts (rights of third parties) act 1999
18.1 Unless the right of enforcement is expressly provided, it is not intended that a third party should have the right to enforce a provision of this Agreement pursuant to the Contracts (Rights of Third Parties) Act 1999. The parties may, by agreement, rescind or vary this Agreement without the consent of a third party to whom the right of enforcement of any of its terms has been expressly provided.
19. Governing law and jurisdiction
19.1 These Terms of Business shall be governed and construed exclusively in accordance with the laws of England and the Customer hereby agrees to submit to the nonexclusive jurisdiction of the English courts.