CONDITIONS OF SALE

(a) “These Conditions of Sale shall govern the contracts between the supplier (Print Image Network Ltd who also trades as UK Engage) and the Customer to the exclusion of any other terms and conditions subject to which any such quotation is accepted or purported to be accepted or any such order is made or purported to be made by the customer.

(b) These conditions override any differing conditions which may appear on the Customer’s Order Form or other document and no variation to these conditions shall be binding unless agreed in writing between the Buyer and the Seller.”

  1. Cost Variation Quotations or Estimates are based upon the supplier’s current costs and are subject to amendment on or after acceptance at any time to meet any rise or fall in such costs.
  2. Tax 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 supplier reserves the right to charge the amount of any value added tax payable whether or not included on the estimate or invoice.
  3. Preliminary Work All work produced at the customer’s request, whether experimental or otherwise will be charged for.
  4. Poor Copy The supplier reserves the right to charge for additional work involved where copy supplied is not clear or legible.
  5. Proof Work Corrections on or after first proofs, including alterations in style, type or layout, shall be charged extra. Proofs of all work may be submitted for customer’s approval and no responsibility or liability will be accepted for any errors in proofs not corrected by the customer in proofs so submitted.
  6. Quantity Delivered The supplier will make every effort to deliver the correct quantity ordered but quotations are conditional upon a margin of ten per cent being allowed for overs or shortages, the same to be charged for or deducted.
  7. Retention of Title Property in any goods detailed in this document shall remain with the supplier until the whole price for such goods has been received by the supplier. Risk in such goods shall pass to the customer on delivery to it or its agents.
  8. Delivery and Payment Unless agreement is made to the contrary and is recorded on the face of this document, goods will be delivered when completed to the customer’s address as set out in this document and payment shall be made against delivery. A charge may be made to cover any extra costs involved for delivery to a different address. Should expedited delivery be agreed an extra charge may be incurred and charged to the customer. Should work be suspended at the request of, or delayed through any default of the customer for a period of thirty days, the supplier shall then be entitled to payment for work already carried out, materials specially ordered and other additional costs including storage charges. In the event any amount payable by the customer to the supplier is improperly delayed the supplier may without prejudice to any other right:-
    a) charge the customer interest at a rate of three per cent
    above the base rate current at The Royal Bank of Scotland plc and
    b) by giving notice to the customer in writing suspend the performance of any order still to be completed and
    c) by further notice to the customer terminate any order still to be completed and
    d) provide that if any invoice is not paid within the credit period, all credit periods are cancelled so that all invoices become immediately due for payment.
  9. Terms of Payment The customer shall pay for the price of the services and goods supplied by the supplier to the customer within 30 days of the date of the supplier’s invoice, notwithstanding that delivery may not have taken place and the property and the goods may not have passed to the customer. The time of payment of the price shall be of the essence of the contract and if the customer fails to make any payment on the due date then, without prejudice to any other right or remedy available to the supplier the supplier shall be entitled to remedies specified in clause 8.
  10. Claims Advice of damage, delay or partial loss of goods in transit or of non-delivery must be given in writing to the supplier and the carrier within three clear days of delivery (or in the case of non-delivery within 14 days of despatch of the goods) and any claim in respect thereof must be made in writing to the supplier and the carrier within seven clear days of delivery (or in the case of non-delivery within 14 days of despatch). All other claims must be made in writing to the supplier within 28 days of delivery. No liability will be accepted unless the aforementioned requirements have been complied with except in any particular case where the customer proves that:-
    a) It was not possible to comply with requirements
    b) Advice where required was given and a claim made as soon as reasonably possible.
  11. Standing Material Type may be distributed and/or lithographic, photogravure or other work effaced immediately after the Order is executed unless written arrangements are made to the contrary. In the latter event rents may be charged.
  12. Personalisation and Fulfilment Term
    a) All quotations of the supplier are prepared on the basis that materials supplied by the customer will be in accordance with specifications for such materials and all quotations are based on volumes given by the customer to the supplier. All quoted prices are subject to sight of data specifications, samples, final quantities and scheduled details. All prices quoted are valid for 20 days only after which time, unless they are confirmed, may be altered by the supplier without giving notice to the customer.
    b) All instructions to the supplier should be confirmed in writing by the customer with the exact details and a purchase order provided.
    c) Quantities of all stationery ordered for a project by the supplier are based upon written orders form the customer. The supplier reserves the right to charge for all stationery unused at the end of a project or to top up stationery required to complete a project where numbers are greater than that originally ordered.
    d) If the customer fails to deliver stationery requiring personalisation and/or fulfilment to the supplier in accordance with the delivery schedule agreed with the supplier, the supplier reserves the right to make an appropriate charge for waiting time or overtime that may be required to meet the customer’s mailing date.
    e) Time is of the essence for the receipt of live data files in accordance with the agreed schedule. For same-day processing data files must be received by 14.00 hours. Files received after 14.00 hours will be processed as though received on the next working day unless an alternative arrangement has previously been agreed between the customer and supplier and confirmed in writing.
    f) Within 28 days of completion of the mailing, original data and all spare materials will be returned by the supplier to the customer by a suitable method at the customer’s expense, or must be collected by the customer. Any goods remaining after this date, at the customer’s request or otherwise, will be charged at £8.00 per pallet per week.
    g) All stationery which is required to be personalised by the supplier must be delivered to the supplier in boxes clearly labelled with the quantity and identity of their contents accompanied by accurate delivery notes. All delivery addresses will be made available to the customer at least 48 hours before delivery by the customer, upon their request.
    h) All postage costs are extra, charged direct to the customer’s own Post Office account, or (by special arrangement) paid in full prior to mailing. All carriage charges are in addition to quoted prices.
  13. Advertising Where the supplier is contracted to insert the customer’s advertising material in any of its third party mailings or to print the customer’s advertising material on third party stationery, the following conditions apply:-
    a) Any advertising material supplied by the customer must be delivered to the designated address by the time stated in the supplier’s Acknowledgement of Order and must be within the specification stated thereon. Any deviation from this may result in a loss of revenue to the supplier and in such cases the loss will be charged to the customer.
    b) Any advertising material that the customer may require the supplier to insert in or print on a third party mailing or stationery shall be submitted for the approval of the third party by the time stated on the Acknowledgement of Order. Any deviation from this may result in a loss of revenue to the supplier should the content of the advertising be ultimately rejected by the third party in which case the supplier shall charge such loss of revenue to the customer.
    c) Any quantities quoted by the supplier for the issue of advertising material can only be approximate and the customer will be charged for overs or unders accordingly. Where insufficient advertising material is supplied by the customer the full quantity will be invoiced up to that originally quoted.
  14. Liability
    a) The supplier shall not be liable for indirect loss or third party claims occasioned by delay in completing the work or for any loss to the customer arising from delay in transit.
    b) In the event of defective workmanship for any reason including negligence, the supplier’s liability (if any) shall be limited to rectifying such defect.
  15. Illegal Matter The supplier shall not be required to print any matter which in their opinion is of an illegal or libellous nature.
  16. Customer’s Property This shall be the customer’s responsibility. When supplied, customer’s property will be held at the customer’s risk. A reasonable charge shall be made for the storage of any customer’s property left with the supplier either before receipt of the order, or after notification to the customer of the completion of the work.
  17. Force Majeure The supplier shall be under no liability if he shall be unable to carry out the provisions of the Contract for reasons beyond his control including (without limiting the foregoing) act of God, legislation, war, fire, flood, drought, strikes, lockouts, or other action taken by employees in contemplation or furtherance of a dispute or by reason of any inability to procure materials required for the performance of the Contract. The customer may by written notice to the supplier elect to terminate the contract during the continuance of such a contingency and pay for work done and materials used to such date, but subject to this provision shall otherwise accept delivery when available.
  18. Insolvency If any customer ceases to pay his debts in the ordinary course of business, or fails to pay his 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 supplier without prejudice to any other remedies shall:-
    a) Be entitled to charge for work already carried out with the right not to proceed further with the contract or any other work for the customer and further to charge for any materials purchased by him for the customer, such charge to be an immediate debt due to him.
    b) In respect of all unpaid debts due from the customer, the supplier shall be entitled to a general lien on all goods and property in his possession whether worked on or not and on the expiration of fourteen days notice the supplier shall be entitled to dispose of such goods or property in such manner and at such price as he thinks fit and to apply the proceeds towards such debts of the customer to him.
  19. Periodical Publications Unless agreement is made to the contrary, the suppliers estimate is given on the basis that not less than three months notice will be given to terminate any Contract for the printing of monthly publications and not less than one months notice will be given in the case of weekly publications.
  20. Law These conditions and all other express terms of the contract shall be governed and construed in accordance with the Laws of England.

CONDITIONS OF PURCHASE

  1. Definitions The “Order” means the Purchase Order and any amendments thereto. The “Buyer” means Print Image Network Limited.

The “Seller” means the person, firm or company to whom the Order is addressed.

“Goods” means the articles or materials or any part of them described in the Order including any Services Ordered.

  1. Acceptance The Sellers acceptance of this Order implies its agreement to the terms and conditions herein stipulated and no variation by the Buyer nor the Seller to the terms shall be binding on either party unless agreed by both parties in writing.
  2. Quality and Quantity The goods shall conform as to quality quantity and specifications with the particulars stated in this Order. For all printed products and mailing packs 10 finished samples must be provided to the Buyer on completion of the Order. Payment of invoices may be delayed where file samples are not provided.
  3. Preparation of Origination Where origination is ordered for items to be printed by a third party it is the sole responsibility of the Seller to ensure that such origination corresponds exactly to the final proofs approved by the Buyer. Any deviation from this that incurs consequential loss to the Buyer will result in such losses being charged to the Seller.
  4. Delivery a) Goods must be delivered to the address shown on the instructions on the face of this Order and any amendments thereto.
    b) Delivery must be made strictly in accordance with this Order. The Buyer will have the option to cancel the Order wholly or in part without liability to the Seller where delivery is not made on the date specified without prejudice to any other right or remedy which it may have.
    c) Should the Buyer be prevented from accepting delivery of any part of the Order at the time provided for delivery by reason of industrial action, fire, accident or other cause beyond the Buyer’s reasonable control then the Buyer shall inform the Seller of this as soon as is reasonably practicable whereupon the time for delivery and the provisions for time of payment shall be extended until the causes preventing delivery have ceased; or the Order may at the Buyer’s option be cancelled. In the event of cancellation, a reasonable sum should be paid by the Buyer to the Seller representing the actual net loss borne by the Seller as a direct effect of the cancellation.
    d) If the Seller fails to comply with any of the time limits or other instructions comprised in this Order, then the Buyer gives written notice to the Seller of his dissatisfaction and if the Seller fails within three days from the date of such notice to take rectifying action acceptable to the Buyer, then the Buyer may without prejudice to any other of his rights complete the work by way of a third party, if so desired, at the risk and expense of the Seller. In this event the Buyer shall be liable for no further payment to the Seller until the work has been completed in accordance with the requirements of the Order and shall be entitled to deduct from the price any additional costs incurred by the Buyer. Should the total costs to the Buyer exceed the price stated on the Order the difference shall be a debt due and recoverable immediately by the Buyer from the Seller.
  5. Risk and Passing of Property The property and the goods shall pass to the Buyer when off loaded in good condition consistent with the terms of this Order at the Buyers works or, if so directed, by the Buyer at the point of delivery shown on the face of the Order, save that this shall not prejudice any right of rejection which may have accrued to the Buyer by reason of the Sellers failure to comply with any of its strict obligations hereunder.
  6. Price No alterations to prices shown on the Order may be made without the Buyers written consent. The Seller shall have no right to charge interest or any other additional sum on any account outstanding with the Buyer.
  7. Invoicing Unless otherwise agreed payment will be on monthly terms. Any invoice received after the 8th of the month following the tax point date will be processed and paid according to the month in which it was received.
  8. Advice and Despatch Notes Advice Notes shall be sent on the day of despatch of each consignment upon which shall be marked clearly the Buyers Order Number and the Item Number of each consignment, package, packing note, advice note and all correspondence.
  9. Return Packaging The Buyer accepts no responsibility for charges for returnable packaging except where packaging is lost or damaged whilst in the Buyers custody and which is incapable of return.
  10. Orders The Buyer will not accept responsibility for any supplies unless supplied in accordance with an Order issued on its behalf.
  11. Termination a) In the event of any breach or non-observance of any of these conditions by the Seller, the Buyer may give the Seller written notice of such breach or non-observance and if the Seller shall not, within 7 days of receipt of notice rectify the same, the Buyer shall have the right to give the Seller notice forthwith terminating the Order in which event the Seller shall indemnify the Buyer from and against any excess cost resulting from the termination of the Order and the arrangement of another source of supplies.
    b) If any distress or execution shall be levied on the Seller, or a substantial part of his property or assets, or if the Seller shall offer or make an arrangement with his Creditors or commit any act of bankruptcy or have a petition in bankruptcy presented against it, or should the Seller, being a limited liability Company, pass a resolution for winding up, or have a petition for winding up presented other than for the purpose of a bona fide amalgamation or reconstruction or if a receiver of its undertaking shall be appointed, or if the Seller shall be unable to pay its debts within the meaning of the Companies Act, the Buyer shall have the right to give the Seller written notice forthwith terminating the Order without liability except in respect of any supplies delivered prior to such termination.
    c) The Buyer may terminate this Order in whole or in part by written notice to the Seller in which event the Buyer shall make payment for all costs incurred prior to the date of such termination as may reasonably be allocated to the Order, together with a reasonable allowance for overheads and profits on work performed, less the retention value of termination inventory. This is entirely conditional upon no complaint from the Buyer to the Seller having arisen. No liability for compensation of any other nature except as expressly stated herein shall be incurred by the Buyer.
    d) Any termination of this Order shall not prejudice any rights which may have accrued to either party.
  12. Sub Contracts This Order shall not be sub-contracted without the express permission of the Buyer.
  13. Indemnities and Patents The Seller hereby indemnifies the Buyer against any actions, claims, costs, charges, expenses, demands or litigation of whatever nature, arising from or incurred in respect of any infringement or alleged infringement of any letters patent, registered design, trade mark or trade name by the use or sale of goods and against all costs and damages incurred by the Buyer for such infringement or for which the Buyer may be liable for such action. The Seller shall further keep the Buyer indemnified against all claims made upon the Buyer in respect of any injury sustained by the Sellers employees caused by their own negligence or that of the Seller whilst on the Buyers premises, or the like claims for loss or injury to any person including third parties by reason of any negligence or other act or omission on the part of the Sellers employees arising out of the execution of this Order.
  14. Buyers Documents and Materials Any material, drawings or other information supplied by the Buyer to enable the Seller to fulfil the Order shall remain the property of the Buyer and shall not be loaned, copied or shown to any third person by the Seller without the Buyers express permission. Title of such property, materials or other matters shall remain with the Buyer, who may at its discretion re-take possession at any time without notice. Risk in such materials shall be insured against by the Seller at its own cost whilst such materials are under its possession or control. All such materials shall be retained in separate readily identifiable packages and shall not be removed from the Sellers premises without the prior consent of the Buyer. Any materials not returned or satisfactorily accounted for by the Seller to the Buyer shall be the subject of a charge from the Buyer to the Seller.
  15. Confidentiality The Buyer and the Seller shall treat in the strictest confidence this Order and the subject matter thereof and particularly shall retain in safe custody and good condition, any designs, drawings, specifications or sensitive information.
  16. Statutory Requirements Any Relevant Statutory Requirements applicable to the Order and any labour employed by the Seller in the form of the Order shall be complied with by the Seller and any fees charges or other payments due as a result of By-Laws and Regulations of the Local Authority shall be met by the Seller during the performance of the order and the Seller shall keep the Buyer indemnified against any breach or non-observance or performance of any such requirements.
  17. Waiver Any concession or waiver of any of the strict terms hereof shall not prejudice either party from subsequently enforcing any such term or these conditions in general and in particular shall not be deemed to waive any subsequent breach.
  18. Notices All notices shall be in writing and shall be sent to the Seller at either such address as shall be notified to the Buyer by the Seller for that purpose or otherwise at such last known address of the Seller of which the Buyer is aware. In the case of the Buyer notices shall be served in writing at the address appearing on the face of this Order.
  19. Interpretation Clause headings are for convenience only and shall not affect nor govern the interpretation of these conditions of Order. Should any individual term or condition hereof be nullified or made void by any governmental Law, Decree or other Order, or by Order of the Court, the remaining terms and conditions shall nonetheless remain in full force and effect.
  20. Conditions These conditions override any differing conditions which may appear on the Seller’s Acknowledgement of Order or other document and may be varied only with the Buyer’s consent in writing.
  21. Law This Contract shall be construed in accordance with the Laws of England.