- “Company” means Vital Concept Limited.
- “Company’s Head Office” means Wembley Point, Unit 3, 19 Aintree Road, Perivale, Middlesex UB6 7LA.
- “Contract” means any contract for the sale or supply of Goods or Services by the Company to the Customer.
- “Copy” means any pictorial, diagrammatical or other copy of work provided by the Customer (electronically or otherwise) intended as a guide for the Project.
- “Customer” means a company or an individual who instructs or retains the Company to carry out work.
- “Customer Content” means all photography, information, writings and other materials provided by the Customer
- (electronically or otherwise) for use in the Project.
- “Final Work” means the final version of all creative content developed or created by the Company exclusively for the Project, including but not limited to visual designs, graphic designs, illustration, photography, typographic texts, modification to the Customer Content and the Company’s arrangement, selection and coordination of such works.
- “Goods or Services” means any goods or services (printed, non-printed and consumables) or services forming the subject of the Contract.
- “Intellectual Property Rights” means any copyrights, trademark and design rights carried in original works of authorship, as defined and enforceable under UK legislation.
- “Preliminary Work” means all work carried out, whether experimentally or otherwise, at the Customer’s request.
- “Project” means the entire scope of work to be carried out by the Company for producing the Final Work.
- “Proofs” means any drafts of the Final Work provided at any interim stage of the Project from the Company to the Customer.
- “Third Party Materials” means any proprietary third party photography, information,writings and other materials provided by the Customer for use in the Project.
- Any reference to days means working days.
- Quotations by the Company shall be open for acceptance within twenty (20) days of the date of quotation, unless otherwise stated in them.
- Any quotations not accepted in accordance with clause 2.1 will become void and the Customer will be required to request a further quotation or renew the quotation which has become void (strictly at the discretion of the Company).
EXISTENCE OF CONTRACT
- No Contract shall come into existence until the Customer’s order however given is accepted by the earliest of:
- the Company’s written acceptance;
- delivery of the Goods or Services; or
- the Company’s invoice.
- These conditions shall be incorporated in the Contract (and continue to prevail during the existence of the Contract (unless otherwise agreed in writing by the Company)) to the exclusion of any terms and conditions stipulated or referred to by the Customer.
- No variations or amendments of this Contract shall be binding on the Company unless confirmed in writing.
- Prices are exclusive of works packed, VAT and other taxes or duties.
- The Company shall have the right to adjust its prices for any increase in the price of materials parts or labour changes in work or delivery schedules or costs of any other kind arising for any reason beyond the Company’s control after the date of the Contract.
PRELIMINARY WORK, COPY AND PROOFS.
- All Preliminary Work carried out shall be charged and payable by the Customer.
- A charge may be made to cover any additional work involved where a Copy supplied is not clear and legible.
- Proofs of all work may be submitted for the Customer’s approval and the Company shall incur no liability for any errors in the Proofs not corrected by the Customer.Customer’s alterations and additional proofs necessitated thereby shall incur an extra charge. When style, type or layout is left to the Company’s judgement, changes made thereupon by the Customer shall be charged extra.
- Payment terms will be as stated on quotation and / or invoice.
PENALTIES AND INTEREST ON LATE PAYMENT
- Without prejudice to any other rights of the Company, if the Customer fails to pay the invoice price by the due date the Customer shall:
- not be allowed any discount given in that invoice;
- pay interest on any overdue amount from the date on which payment was due to that on which it is made whether before or after judgment on a daily basis at a rate of 4% per month compounded; and
- reimburse to the Company all costs and expenses including legal costs incurred in the collection of any overdue amount.
- As further penalties for late payments the Company reserves the right to:
- deny the Customer access to the Goods or Services and/or the Final Work, or any part thereof, until such time the Company deems reasonable when payments and any related interest are forthcoming; and
- cancel the Project and demand a restarting fee if the Customer requests the reinstatement of the Project.
- For the purpose of Section 12 of the Sales of Goods Act 1979 the Company shall transfer only such title rights in respect of the Goods as the Company has and if the Goods are purchased from a third party shall transfer only such title or rights as that party had and has transferred to the Company.
- Notwithstanding the earlier passing of risk title in the Goods shall remain with the Company and shall not pass to the Customer until the amount due under the invoice for them has been paid in full.
- Until title passes the Customer shall not hold the Goods as bailee for the Company and shall store or mark them so that they can at all times be identified as the property of the Company.
- The Company shall be entitled at any time before title passes to repossess, without being liable for any damage caused by so doing, and use or sell all or any of the Goods and so terminate, without any liability to the Customer, the Customer’s rights to use sell or otherwise deal in them and for that purpose or determining what if any Goods are held by the Customer and inspecting them to enter any premises of the Customer.
- For the purposes of clause 8.4 the Company shall be entitled to enter into any premises and repossess any or any part of the Goods supplied to the Customer under this or any other Contract between the Company and the Customer and the Customer shall indemnify the Company against all claims actions losses damage and costs which may be brought against or suffered by the Company as a result of such action being taken by the Company.
- Until title passes the entire proceeds of sale of the Goods shall be held in trust for the Company and shall not be mixed with other monies or paid into any overdrawn bank account and shall be at all times identifiable as the Company’s money.
- The Company shall be entitled to maintain an action for the price of any Goods notwithstanding that title within them has not passed the Customer.
RISK DELIVERY AND PERFORMANCE
- Goods or Services are delivered to the Customer when the Company makes them available to the Customer or to any agent of the Customer or to any carrier who shall be the Customer’s agent who pays the Customer’s charges at the Company’s Head Office or other delivery points agreed by the Company.
- Risk in the Goods or Services passes when they are delivered to the Customer.
- The Company may at its discretion deliver the Goods or Services by instalments in any sequence.
- Where the Goods or Services are delivered by instalments each instalment shall be deemed to be the subject of a separate Contract and no default or failure by the Company in respect of any one or more instalments shall vitiate the Contract in respect of the Goods or Services previously delivered or undelivered Goods or Services.
- For printed Goods or Services the Company will endeavour to deliver the quantity ordered as follows:
- ‘Book and Pad’ estimates are conditional upon margins of 5% for work in one colour only and 10% for other work being allowed for surpluses or shortages (4% and 8% respectively for quantities exceeding 50,000 and the same to be charged or deducted);and
- ‘Multi-part’ and ‘Snap-Apart’ set estimates are conditions upon margins measured in number of sets of 10% being allowed for surpluses and shortages (8% for quantities exceeding 50,000 and the same to be charged or deducted);
- For consumables and other non-printed Goods or Services the Company may deliver to the Customer and the Customer shall accept in satisfaction of the Contracts a lesser number than the number of Goods or Services ordered.
- Any dates quoted by the Company for the delivery of the Goods or Services are approximate only and shall not form part of the Contract and the Customer acknowledges that in the performance expected of the Company no regard has been paid to any quoted delivery dates.
- If the Customer fails to take delivery of the Goods or Service or any part of them on the due date and fails to provide any instruction documents, licences, consents or authorisations required to enable the Goods or Services to be delivered on the due date the Company shall be entitled upon giving written notice to the Customer to store or arrange for the storage of the Goods or Services and then risk in the Goods or Services shall pass to the Customer delivery shall be deemed to have taken place and the Customer shall pay to the Company all costs and expenses including storage and insurance charges arising from its failure.
- The Company shall not be liable for any penalty loss injury damage or expense arising from any delay or failure in delivery or performance from any cause at all nor shall any such delay or failure entitle the Customer to refuse to accept any delivery or performance or repudiate the Contract.
RISK DELIVERY AND PERFORMANCE
- The Customer represents and warrants to the Company that:
- The Customer owns all rights, titles, and interest in or has full right and authority to permit the use of the Customer Content;
- To the best of the Customer’s knowledge, the Customer Content does not infringe any rights of any third party and use of the Customer Content as well as any Intellectual Property Rights in connection with the Project does not and will not violate the rights of any third parties; and
- The Customer shall enquire about and comply with the terms and conditions of any licensing arrangements which govern the use of Third Party Materials.
- The Company reserves the right to refuse any material of a copyrighted nature unless adequate proof is given of permission to use such material.
- To the best of the Company’s knowledge, the Final Work provided by the Company does not infringe the rights of any party. In the event the Customer or third parties modify or otherwise use the Final Work outside of the scope of or for any purpose not identified in the Contract or contrary to the terms and conditions noted herein,all responsibility and liability will rest with the Customer and none shall rest with the Company.
- The Customer agrees to fully indemnify and hold the Company free from harm in any and all claims resulting from the Customer not having obtained all the necessary permission and authorisation to use the Intellectual Property Rights contained in the Customer Content and Third Party Materials.
EXTENT OF LIABILITY
- The Company shall have no liability to the Customer (other than liability for death or personal injury resulting from the Company’s negligence) for any loss or damage of any nature arising from any breach of any express or implied warranty or condition of the Contract or any negligence, breach or statutory or other duty on the part of the Company or in any other way out of or in connection with the performance or purported per formance or failure to perform a Contract save in accordance with this condition.
- If the Customer establishes that any Goods or Services have not been delivered or have been delivered damaged are not of the correct quantity or do not comply with their description the Company shall at its option replace with similar Goods or Services any Goods or Services which are missing lost or damaged or do not comply with their description or allow the Customer credit for their invoice value or repair any damaged goods.
- If the Customer establishes that any Goods or Services are defective the Company shall at its option replace with similar Goods or Services or repair any defective Goods or Services or allow the Customer credit for their invoice value or to the extent that the Goods or Services are not of the Company’s manufacture assign to the Customer, so far as the Company is able to do so, any warranties given by the manufacturer of the Goods to the Company.
- The delivery of any repaired or replacement Goods or Services shall be at the Company’s Head Office or other delivery point specified for the original Goods or Services.
- Where the Company is liable in accordance with this condition in respect of only some or part of the Goods or Services the Contract shall remain in full force and effect in respect of the other or other parts of the Goods or Services and no set off or other claim shall be made by the Customer against or in respect of such other or other parts of the Goods or Services.
- No claim against the Company shall be entertained for any defect arising from any design or specification provided or made by the Customer or if any adjustments alterations or other work had been done to the Goods or Services by any person other than the Company or its agents.
- Where items or materials are supplied by the Customers to the Company for further work to be performed upon them or for incorporating within other Goods or Services of the Company’s supply to the Customer should any part of the Company’s work on them be defective the Company’s liability is to be limited to the rectification of such work or satisfactory re-performance of the work on like replacement items supplied by the Customer free of charge.
- No responsibility for such defective work can be accepted by the Company after the items concerned have passed inspection of the Customer’s representative at the Company’s Head Office or where they have not been so inspected at the Company’s Head Office after ten (10) days from the date of delivery or after they have left the United Kingdom, whichever is the earlier.
- The Company shall not be liable where any Goods or Services the price of which does not include carriage are lost or damaged in transit and all claims by the Customer shall be made against the carrier.
- In no circumstances shall the liability of the Company to the Customer under the condition exceed the invoice value of the Goods.
- The Customer shall indemnify the Company against all losses claims damages and actions howsoever arising as a result of an act or omission by any servant agent or employee of the Customer whilst on the Company’s premises.
FINANCE COMPANY ARRANGEMENTS
- Notwithstanding any of the terms of the Contract the Customer shall be at liberty before the expiry of five (5) days after notification of the Customer by the Company that the Goods or Services have been completed for delivery to arrange for a finance company to purchase them from the Company at the price payable under the Contract.
- In the event of cancellation by the Customer the Contract shall be charged in full and the Customer will be liable for the full Contract price.
- The Company shall not be liable for any failure in the performance of any of its obligations under the Contract caused by factors outside of its control.
LAW AND CONSTRUCTION
- The Contract shall be governed by English law and the Customer shall consent to the exclusive jurisdiction of the English courts in all matters regarding the Contract except to the extent that the Company invokes the jurisdiction of the courts of
any other country.
- The headings in these terms and conditions are for convenience or reference only and shall not affect the interpretation of the substance.
- Any notice to be given under the Contract shall be in writing sent by facsimile transmission or forwarded by first class pre-paid letter post to the receiving party, such notice to be addressed to the Company’s Head Office or to the Customer at the address notified by the Customer for this purpose or if none so notified to the Customer’s last known business address. Such notice shall be deemed to have been given on the date of the facsimile transmission or on the second day following that on which the notice was posted.
BREACH OF CONTRACT
- In the event of the Customer occasioning a breach of the Contract which includes failure to pay in the Company’s payment terms then all monies whatsoever due from the Customer to the Company whether invoiced or not will become due and payable forthwith and the Company shall have the right to terminate the Contract and any other Contract between the Company and the Customer.
- The Company may sub-contract the performance of the Contract in whole or in part.
- The Contract is between the Company and the Customer as principles and shall not be assignable by the Customer without the express written consent of the Company.
- The Company may at its discretion suspend or terminate the supply of any Goods if the Customer fails to make any payment when and as due or otherwise defaults in any of its obligations under the Contract of any other agreement with the Company or becomes insolvent has a receiver appointed of its business or is compulsorily or voluntarily wound up or the Company bona fide believes that any of those events may occur and in case of termination shall be entitled to forfeit any deposit paid.
- If the Goods are manufactured in accordance with any design or specification provided or made by the Customer the Customer shall indemnify the Company from and against all claims costs expenses and liabilities of any nature in connection with them including any claim whether actual or alleged that the design or specification infringes the rights of any third party.
- Where any Customer Content prove to be defective the Company reserves the right to claim against the Customer the cost of all work performed on the respective Goods or Services in addition to extra work undertaken by the Company to overcome such defects.
- Where any extra costs are incurred by the Company on account of delays, interruptions or suspension of work due to the Customer’s instructions or lack of instructions the Company reserves the right to increase the Contract price accordingly.
- All materials owned by the Company and used in the production of the Goods or Services shall remain the Company’s property.
- Items used in the production of the Goods or Services may be effaced immediately after delivery unless written agreements are made to the contrary. In the latter event rent for storage and insurance may be charged.
- All property supplied to the Company by or on behalf of the Customer including Customer Content shall, while it is in the possession of the Company or in transit to or from the Customer, be deemed to be at Customer’s risk unless otherwise agreed in writing.
- The Company shall be entitled to make a reasonable charge for the storage of any Customer’s property left with the Company before receipt of the Customer’s order or after delivery.
- The Contract and its subject matter are confidential and shall not be disclosed or used for any purposes whatsoever.