CONSERVATREE PRINT & DESIGN LIMITED
TERMS OF BUSINESS
The following are the terms ("Terms") on which Conservatree Print & Design Limited ("we" "our" or "us") agree to supply printing services ("Services") to you ("you" or "your"). They apply to the exclusion of any other terms that you seek to impose.
1 Information and Estimate
1.1 We will discuss your printing requirements and then provide you with a written estimate (“Estimate”) to confirm:
1.1.1 the materials and other items that we will produce for you as part of the Services (“Deliverables”);
1.1.2 the method of delivering the Deliverables to you; and
1.1.3 the charges for the Services (“Charges”).
1.2 Our Estimate is open for acceptance for 30 days and, once you have accepted it, you cannot cancel it unless agreed in writing.
1.3 If you accept our Estimate, we will send you an order acknowledgement (“Order Acknowledgment”). You must check that all details in the Estimate and Order Acknowledgement are correct and notify us of any changes within 1 working day of receiving it.
1.4 If we do not hold artwork on file for you, we will send you an artwork proof. We may, at our discretion, choose to send you an artwork proof in any other instance. Where you have received an artwork proof, we will require your approval of it before we can produce the Deliverables.
1.5 We will provide you with any information you reasonably need to review the proofs. We shall have no liability for any errors in the proofs after you have approved them.
2 Supply of Services
2.1 We shall perform the Services with reasonable skill and care and we shall supply the Deliverables to you in accordance with the Order Acknowledgment in all material respects.
2.2 We shall send the Deliverables to the address in the Order Acknowledgment with a delivery note and we will notify you by email once the Deliverables have been despatched.
2.3 We shall use reasonable endeavours to meet any delivery dates in the Order Acknowledgment, or any service levels otherwise agreed in writing with you, but all scheduled delivery dates are estimates only. Time for delivery shall not be of the essence and we will not be liable for any delay in providing the Deliverables to you.
3 Your Obligations
3.1 You shall:
3.1.1 provide us with such information and materials as we may reasonably require to supply the Services;
3.1.2 obtain all consents to reproduce pictures, artwork, photographs and other reproducible materials before we start work;
3.1.3 only provide personal information to us if you have the consent of the person to whom it relates; and
3.1.4 check that nothing you have requested we reproduce in the Deliverables is illegal, libellous or offensive in nature or infringes the proprietary or other rights of any third party.
3.2 We shall not be liable for any failure or delay in performing our obligations due to any act or omission by you or your failure to perform any of your obligations.
4 Charges and Payment
4.1 The Charges are exclusive of VAT which you shall be additionally liable to pay us.
4.2 Any additional work required because you supply inadequate artwork, incomplete or incorrect instructions or insufficient material may incur additional charges.
4.3 We shall invoice and require payment from you immediately upon processing the order if you do not hold a credit account with us.
4.4 In all other cases we shall invoice you after we have dispatched the Deliverables and you must pay us within 30 days of the date of the invoice.
4.5 All payments must be made in cleared funds to the bank account referred to in our invoice without set-off or deduction.
4.6 If you fail to pay us by the due date, we reserve the right to:
4.6.1 withdraw our credit terms and require immediate payment of all of our unpaid invoices;
4.6.2 charge interest on the overdue amount at the rate of 2% per annum above National Westminster Bank’s base lending rate until payment in full is made; and
4.6.3 suspend the Services until payment in full is made.
5 Risk in and Ownership of Deliverables
5.1 Risk in the Deliverables shall pass to you when they are despatched.
5.2 Ownership of the Deliverables shall only pass to you once the Charges and all other sums have been paid to us in full, in cleared funds.
6 Intellectual Property Rights
6.1 Subject to payment in full of the Charges, the copyright, design rights and all other intellectual property rights in the Deliverables will belong to you.
6.2 You shall indemnify and hold us and our agents and representatives harmless against all claims, demands, actions, costs, expenses (including but limited to legal costs and disbursements), losses and damages arising from or suffered or incurred by reason of any claim (including but limited to the defence of such claim) that the production of the Deliverables by us in accordance with your instructions infringes the intellectual property or other rights of any third party.
7 Limitation of Liability
7.1 Nothing in these Terms shall limit or exclude our liability for:
7.1.1 death or personal injury caused by our negligence, or the negligence of our employees, agents or subcontractors; or
7.1.2 fraud or fraudulent misrepresentation;
7.2 Subject to clause 7.1:
7.2.1 we shall not be liable to you, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, for any loss of profit or contracts, or for any indirect or consequential loss whether arising from negligence, breach of contract or otherwise; and
7.2.2 our total liability to you in respect of all other losses arising under or in connection with the supply of Services, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall not exceed the amount of the Charges.
7.3 Except as set out in these Terms, all warranties, conditions and other terms implied by statute or common law are, to the fullest extent permitted by law, excluded.
7.4 You will notify us in writing:
7.4.1 within 48 hours of delivery, if you receive the Deliverables in an incorrect quantity, there is a defect as to their quality or damage has been sustained to them in transit;
7.4.2 within 7 days of the date of the invoice if you have failed to receive the Deliverables invoiced.
7.5 Subject to complying with 7.4 above, and unless otherwise agreed, your sole remedy if the quantity or quality of the Deliverables does not conform with the Order Acknowledgment will be for us to reprint or redeliver the Deliverables or the affected part of the Deliverables.
8.1 Without limiting our other rights or remedies, we may terminate, cancel or suspend the Services by immediate written notice to you if:
8.1.1 you fail to pay the Charges by the due date;
8.1.2 you commit any other material breach of the Terms and, in the case of a breach which is capable of remedy, fail to remedy the same within 7 days of our written notice giving details of the breach and requiring it to be remedied; or
8.1.3 an encumbrancer takes possession or a receiver (or similar office holder) is appointed over any of your property or assets, you make any voluntary (or similar) arrangement with your creditors, you have an administrator appointed, you are subject to insolvency proceedings in any jurisdiction, you go into liquidation or you cease (or threaten to cease) to carry on business.
8.2 Without limiting our other rights or remedies, we shall have the right to cancel the supply of Services or suspend the Services if any of the circumstances listed in clause 8.1 occurs.
9 Consequences of Termination
On termination of the Services:
9.1 you shall immediately pay all of our unpaid invoices and, in respect of Services supplied but for which no invoice has been submitted, we shall submit an invoice, which you must pay immediately on receipt;
9.2 the accrued rights and obligations of the parties shall not be affected; and
9.3 clauses which expressly or by implication have effect after termination shall continue in full force and effect.
10.1 We shall not be responsible for any delays in performing, or for any failure to perform, any of our obligations hereunder if the delay or failure was due to any cause beyond our reasonable control including, without limitation, any act of God, war, strikes, governmental regulations or orders, national emergencies, lock-outs, fire, flood, drought or tempest.
10.2 You shall not, without our prior written consent, assign, transfer or deal in any other manner with any of our rights or obligations under these Terms.
10.3 Any notice to be given under these Terms shall be treated as having been validly given if served personally on that party or if sent by first class pre-paid post, fax or email to the last known address of that party. If sent by first class pre-paid post, the notice shall be treated as having been received 2 working days after the date of posting. If sent by fax or email, the notice shall be treated as having been received on the same day if sent during normal working hours or on the next working day where sent outside such hours.
10.4 References in these Terms to "writing" include faxes and emails provided they are supported by valid delivery receipts.
10.5 No waiver by us of any breach of these Terms by you shall be considered as a waiver of any subsequent breach of the same or any other provisions.
10.6 If any provision of these Terms is found to be void, voidable, illegal or otherwise unenforceable it shall be limited or eliminated to the minimum extent necessary so these Terms shall otherwise remain in full force and effect and enforceable.
10.7 Nothing in these Terms is intended or shall be deemed to constitute a partnership, agency or joint venture of any kind between you and us.
10.8 These Terms shall not be enforceable by a person who is not a party to them under the Contracts (Rights of Third Parties) Act 1999 or otherwise.
10.9 No variation of these Terms shall be binding unless made in writing and signed by you and us.
10.10 These Terms shall be governed by English law and the English Courts shall have exclusive jurisdiction to decide any dispute concerning these Terms.
Conservatree Print & Design Limited
A company registered in England. Company registration number 03918612
Registered Office: 8 Theale Commercial Estate, Ely Road, Theale, Reading, Berkshire, RG7 4BQ