Terms of Service
Terms and Conditions of Contract of Cambridge Printers (UK) Limited
- “printer” means Cambridge Printers (UK) Limited and any of its subsidiary and associated companies;
- “customer” means the person who requests the printer to provide Goods;
- “Customer Request” means a request by the customer for the sale of goods or the supply of services that are the same as those contained within an Estimate other than as to specification, quantity or price;
- “Contract” means the contract (incorporating these Terms and Conditions) that is made upon the placing of an Order;
- “Estimate” means the oral or written estimate given by the printer to the customer for the provision of goods or services on these Terms and Conditions;
- “Goods” means any goods or services comprised within an Order (including any part of them);
- “Order” means an acceptance by the customer of the terms of an Estimate (without variation) or acceptance by the printer of the terms of a Customer Request (if later);
- “Terms and Conditions” means these standard terms and conditions of sale set out in this document and (unless the context otherwise requires) includes any Special Conditions;
- “Special Conditions” means any conditions agreed by the printer in writing at the time of placing of an Order; and
- “writing” and any similar expression, includes, by way of example, not limitation, email or facsimile transmission and comparable means of communication.
1. Basis of Sale
- 1.1. Subject to these Terms and Conditions (which, unless varied with the printer’s written agreement, shall apply to any order even if the customer tries to impose different terms and conditions) the printer shall sell and the customer shall pay for the Goods.
- 1.2. If the customer asks the printer to provide goods on terms different (in any way) to those contained within an Estimate the printer shall only be deemed to have accepted such request once it has confirmed its agreement to the customer.
- 1.3. These terms and conditions apply to all goods to which an Estimate applies and to any variation to an Estimate that the printer may agree to.
- 1.4. Once an Order has been made it may only be cancelled by the customer if the printer agrees to the terms of such cancellation.
- 2.1. Unless the customer has asked to collect the Goods, delivery of the Goods will be made by the printer to the address specified by the customer at the time the Order was placed or (if nowhere is specified) to the customer’s usual place of business. Where the customer is to collect the work the printer will notify the customer when the work is ready for collection.
- 2.2. If the printer arranges delivery of the Goods the customer agrees to accept delivery of such goods from the printer or its appointed carrier and the printer shall not be liable for any loss or damage arising during the course of transit.
- 2.3. Unless otherwise specified at the time an Order is placed, prices of Goods shall be exclusive of any value added tax and all costs or charges in relation to loading, unloading, carriage (other than to the address specified at the time of Order), insurance and any expedited delivery fees. Any such charges will be payable by the customer when it pays for the Goods.
- 2.4. Should work be delayed or suspended for 30 days or more at the request of or as a result of any default of the customer, the printer shall then be entitled to payment for work already carried out, materials specially ordered and any additional costs including, by way of example, insurance and storage.
- 2.5. Any delivery dates quoted by the printer are approximate only and the printer shall not be liable for any delay in delivery of the Goods. Time of delivery shall not be of the essence. The printer may deliver the Goods to the customer in advance of the quoted delivery date by prior agreement with the customer.
- 2.6. The quantity of any consignment of Goods as recorded by the printer upon dispatch from the printer’s premises shall be conclusive evidence of the quantity received by the customer on delivery unless the customer can provide conclusive evidence proving the contrary.
3. Risk and Property
- 3.1. The Goods are at the Risk of the customer:
- 3.1.1.where Goods are to be delivered to the customer’s premises or elsewhere, at the time such Goods are handed to the printer’s appointed carrier;
- 3.1.2.where Goods to be collected by the customer or its appointed carrier, at the time the Goods are available for collection (as notified by the printer to the customer);
- 3.1.3.where the printer is unable to deliver the Goods or the customer does not accept delivery of the Goods for reasons attributable to the customer, at the time such Goods were handed to the printer’s appointed carrier.
- 4.1. The printer is entitled to issue one or more invoices in respect of a Contract at anytime after an Order has been placed and any such invoice must be paid within 30 days of the invoice date even if the Goods have not been delivered or collected.
- 4.2. The time for payment under the Contract shall be of the essence and payment will be deemed to have been received only when the printer has received cleared funds.
- 4.3. All payments payable to the printer under the Contract must be made without any deduction, whether by way of set-off, counterclaim, discount, abatement or otherwise, unless the customer has a valid court order requiring an amount equal to such deduction to be paid by the printer to the customer.
- 4.4. If the customer fails to pay the printer any sums due under the Contract the customer will be liable to pay interest to the printer at the annual rate of 3% per annum above the base lending rate from time to time of Barclays Bank plc, accruing on a daily basis until payment is made, whether before or after any judgement. The printer reserves the right to claim interest under the Late Payment of Commercial Debts (Interest) Act 1998.
- 4.5. All payments payable to the printer under the Contract shall become due immediately upon termination of the Contract despite any other provision.
- 4.6. All queries on invoices must be notified in writing to the printer within 7 days of the date of the invoice.
- 4.7. Each delivery by the printer shall constitute a separate Contract and no failure to deliver by the printer nor any faulty work by the printer shall entitle the customer to withhold payment for any other delivery.
- 5.1. Ownership of the Goods shall not pass to the customer until the printer has received in full (in cash or cleared funds) all sums due to it in respect of:
- 5.1.1.the Goods; and
- 5.1.2.all other sums which are or which become due to the printer from the customer on any account (“the outstanding account”).
- 5.2. The printer may treat as part of the outstanding account any monies owing to the printer from the customer or any associated or subsidiary company of the customer and/or from any director or shareholder of such entity.
- 5.3. Until ownership of the Goods has passed to the customer, the customer must:
- 5.3.1.hold the Goods as the printer’s (fiduciary) agent and bailee;
- 5.3.2.store the Goods (at no cost to the printer) separately from all other goods of the customer or any third party in such a way that they remain readily identifiable as the printer’s property;
- 5.3.3.not destroy, deface or obscure any identifying mark or packaging on or relating to the Goods;
- 5.3.4.maintain the Goods in satisfactory condition and keep them insured on the printer’s behalf for their full price against all risks to the reasonable satisfaction of the printer. On request the customer must produce the copy of the policy of insurance to the printer; and
- 5.3.5.hold the proceeds of the insurance referred to in condition 5.3.4 on trust for the printer and not mix them with any other money, nor pay the proceeds into an overdrawn bank account.
- 5.4. The customer may resell or use the Goods in the ordinary course of business before ownership has passed to it if such sale is made on the customer’s own behalf and at full market value.
- 5.5. Provided the Goods have not been resold or used the printer shall be entitled at any time prior to ownership of the Goods passing to the customer to require the customer to deliver up the Goods to the printer and the customer grants the printer, its agents and employees an irrevocable licence at any time to enter any premises where the Goods are or may be stored in order to inspect them and, if the customer has failed to deliver up such Goods in accordance with any demand, to enter upon the premises of the customer or any third party where the goods are stored to recover the Goods.
- 5.6. The printer shall be entitled to recover payment for the Goods even though ownership of any of the Goods has not passed from the printer.
- 5.7. Any materials owned by the printer (including by way of example, metal, film, digital images and any other materials owned by the printer and used by it in the production of plates, film-setting, negatives, positives and the like) shall remain the exclusive property of the printer.
- 5.8. Type and digital images, lithographic plates or other work may be effaced immediately after the Goods have been produced unless written arrangements are made to the contrary, in which case the printer may charge for such service.
- 6.1. No variation to these Terms and Conditions shall be binding unless agreed in writing between the printer and the customer.
- 6.2. The printer’s employees or agents are not authorised to make any representations concerning the Goods unless confirmed by a manager of the printer in writing and the customer in entering into the Contract acknowledges that it does not rely on such representations which are not so confirmed. Nothing in this condition will exclude or limit the printer’s liability for fraudulent misrepresentation.
- 6.3. The price quoted on the Estimate is based on the printer’s then costs of production and the printer reserves the right by giving notice to the customer at any time before an Order is placed to increase the price of the Goods to reflect any increase in cost to the printer.
- 6.4. The printer will endeavour to deliver the correct quantity of Goods ordered, but if the printer delivers to the buyer (or the buyer collects) a quantity of Goods which is:
- 6.4.1.(where the aggregate quantity of individual items within an Order is 50,000 or less) up to 2 per cent for work in one colour only and 2 per cent for all other work; or
- 6.4.2.(where the aggregate quantity of individual items within an Order is more than 50,000) up to 2 per cent for work in one colour only and 2 per cent for all other work;
more or less than the quantity specified at the time the Order was placed, the customer shall not be entitled to object to or reject the Goods or any of them by reason of the surplus or shortfall and shall pay for such goods in full.
7. Additional Charges
- 7.1. Proofs of all work may be submitted for the customer’s approval. It is the Customer’s responsibility to ensure that there are no errors on any proofs submitted and the printer shall incur no liability for any errors not corrected by the customer in proofs so submitted.
- 7.2. The printer is entitled to charge for:
- 7.2.1.work carried out, whether experimentally or otherwise, at the customer’s request;
- 7.2.2.work carried out by the printer where copy supplied to the printer is not clear or legible;
- 7.2.3.works carried out and additional proofs required as a result of any request by the customer for an alteration;
- 7.2.4.changes to the style type or layout where such matters were left to the printer’s judgment; at its standard rates and to issue one or more invoice(s) in respect of such work. Any such invoice must be paid within 30 days of the invoice date even if the Goods to which such works relate have not been delivered or collected.
- 7.3. The printer shall be entitled to make a reasonable charge for the storage and any insurance of any property left by the customer with the printer before receipt of the order or after notification to the customer of completion of the work or the customer’s failure to accept the goods on delivery. Any such invoice must be paid within 30 days of the invoice date.
8. The Work
- 8.1. Goods completed by the printer or on its behalf shall be subject to reasonable and commercially acceptable variations and in no event will the customer be entitled to reject any Goods because of any defect or failure which, being so slight, would not cause a reasonable person to reject such Goods.
- 8.2. If any Goods provided to the customer have been cut or subjected to any process of manufacture after delivery the customer shall be deemed to have accepted such Goods as being in all respects in accordance with the Contract.
- 9.1. The customer must advise the printer in writing of any damage, delay or partial loss of Goods in transit within 3 clear days of delivery and any claim in respect thereof must be made in writing to the printer within 7 clear days of delivery.
- 9.2. The customer must advise the printer in the case of non-delivery where no explanation has been provided, within 2 clear days of the date in which the goods were due to be delivered and any claim in respect of non delivery must be made within 7 days of non delivery
- 9.3. If the goods are not received by the Customer on the date(s) delivery was due to take place the printer shall not be liable for any non-delivery of Goods (even if caused by the printer’s negligence) unless written notice is given to the printer as set out in condition 9.2.
- 9.4. The printer’s liability (if any) for non-delivery of the Goods shall be limited to replacing the Goods within a reasonable time or issuing a credit note for an amount calculated in proportion to the price of all Goods under the Contract.
- 9.5. All other claims must be made in writing to the printer within 7 days of delivery or attempted delivery.
- 10.1. The printer shall not be liable (except for death or personal injury in respect of any claim made under condition 9 (Claims) unless the requirements have been complied with except in any particular case where the customer proves that it was not possible to comply with the requirements and advice (where required) was given and the claim made as soon as reasonably possible.
- 10.2. The printer shall not be liable (unless death or personal injury has been caused by the printer’s negligence) to the customer by reason of misrepresentation (unless fraudulent), or an implied warranty, condition or other term, or any duty at common law, or under the express terms of these Terms and Conditions for loss of profit or any indirect, special or consequential loss or damage, costs, expenses or other claims for compensation whatsoever (whether caused by the negligence of the printer, its employees or agents or otherwise) which arise out of or in connection with the Contract.
- 10.3. Where any valid claim in respect of any of the Goods is based on any defect in the quality of the Goods or their failure to meet specifications notified to the printer in accordance with the Contract, the printer shall be entitled to replace the Goods (or the part in question) free of charge or, at the printer’s sole discretion, refund to the customer the price of the Goods (or a proportionate part of the price).
- 10.4. The printer accepts no liability (unless death or personal injury has been caused by the printer’s negligence) after the period of 12 months commencing from the date of any agreement by the printer to keep safe any digital artwork and transparencies of the customer.
- 10.5. The printer accepts no liability (unless death or personal injury has been caused by the printer’s negligence) after the period of 3 months from the date of any agreement by the printer to keep safe any filmsetting, negatives or positives, plates and the like.
- 10.6. The maximum liability of the printer under the Contract shall be limited to the price otherwise due under the Contract (unless death or personal injury has been caused by the printer’s negligence).
11. Machine-Readable Codes and Symbols
- 11.1. Subject to the other clauses of this condition 11, if the customer supplies the printer with machine-readable codes or symbols the printer shall print them as specified or approved by the customer in accordance with the printer’s usual standards and procedures.
- 11.2. The customer shall be responsible for satisfying itself that the code or symbol will read correctly on the equipment to be used by those for whom the code or symbol is intended.
- 11.3. The customer shall indemnify the printer against any claim by any party resulting from the code or symbol not reading or not reading correctly for any reason unless such claim arises from any failure (which itself is not attributable to error falling within the tolerances generally accepted in the trade in relation in printing of this sort) of the printer to comply with condition 11.1 above.
12. Customer’s property
- 12.1. Except in the case of a customer who is not contracting in the course of a business nor holding himself out as doing so, the customer’s property and all property 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 the customer’s risk unless otherwise agreed and the customer should make appropriate arrangements for its insurance.
- 13.1. If the customer supplies materials for the purposes of fulfillment of the Contract, the printer may reject any such materials (including, by way of example, paper or plates) supplied or specified by the customer, if the printer considers such material to be unsuitable. Unless the whole or any part of any additional cost could have been avoided but for the unreasonable delay by the printer in ascertaining the unsuitability of the materials, the customer may be liable for additional costs if such materials are found
to be unsuitable during production.
- 13.2. Where materials are so supplied or specified, the printer will use reasonable endeavours that are commercially viable to obtain the best results, but the printer cannot be held responsible for imperfect work caused by defects in or the unsuitability of materials so supplied or specified.
- 13.3. The customer must ensure that quantities of materials supplied by it are adequate to cover normal spoilage and the printer shall not be liable for any such spoilage that may happen.
- 13.4. Subject to condition 14, any items supplied by the customer shall remain the customer’s property.
- 13.5. Where a third party brings a claim against the printer for any use of the customer’s property, the customer shall indemnify the printer against all loss suffered by the printer.
- 14.1. The printer shall be entitled to a lien on all goods in its possession processed or partially processed by it or stored by it on behalf of the customer until such time as payment of any sums due under the Contract is made to the printer and if payment is overdue for a period of 3 months, then the printer shall be entitled to sell any such goods in order to recover the whole or part of sums due to it.
- 15.1. 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 issued against it or being a person commits an act of bankruptcy or has a bankruptcy petition issued against him, the printer shall, without prejudice to any other remedies available to it, be entitled to cease further work under the Contract and 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 it.
16. Data Protection Consent
- 16.1. For the purposes of the Data Protection Act 1998 the customer hereby gives his consent to the processing of all or any personal data (in manual, electronic or any other form), by the printer for all purposes connected with the business including, by way of example, the marketing or any disposal of all or part of the printer’s business. Processing includes but is not limited to obtaining, recording, using and holding data and includes the transfer of data to any country either inside or outside the EEA.
- 17.1. The printer reserves the right to charge VAT on any prices contained in the Estimate whether or not the Estimate provides for such a charge and the customer agrees to pay such charge within 30 days of invoice.
18. Illegal matter
- 18.1. The printer shall not be required to print any matter which in its opinion is or may be of an illegal, offensive or libelous nature or an infringement of the proprietary or other rights of any third party.
- 18.2. The customer will indemnify the printer against any claims, costs and expenses arising out of any such illegal, offensive or libelous matter referred to in condition 18.1 or any infringement of copyright, patent, and design or of any other proprietary or personal rights contained in any material printed for the customer. The indemnity shall extend to any amounts paid on a lawyer’s advice in respect of settlement of any claim.
19. Force majeure
- 19.1. The printer shall be not be liable under this Contract if it shall be unable to carry out any provision of the Contract for any reason beyond its control including (by way of example) any act of God, terrorism, legislation, war, fire, flood, drought, failure of power supply, 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.
- 20.1. If any provision of the Contract is held by any court or other competent authority to be invalid or unenforceable in whole or in part the validity of the other provisions of the Contract and the remainder of the provisions in question shall not be affected.
- 20.2. The printer shall not be bound in any way by any settlement between its customer and any subsequent owner of the goods nor by any survey, award, finding or judgement as between those parties unless the printer shall have agreed in writing to be party.
21. Third Party Rights
- 21.1. No term of this agreement may be relied upon or shall be enforceable under the Contracts (Rights of Third Parties) Act 1999 by a third party.
- 22.1. The terms of these Terms and Conditions and all other express terms of the Contract shall be governed and construed in accordance with the laws of England.