STANDARD CONDITIONS OF CONTRACT (2.18)

The following Terms and Conditions constitute the entire agreement between the parties and supersede any previous agreements, warranties, representations, undertakings or understandings between the parties. All terms, conditions and clauses apply unless otherwise agreed, in advance, in writing.

1. Definitions

a. "Company, Seller, We" means the party providing the goods or services under these terms and conditions.

b. "Buyer, Client, Customer" means the party, or any person acting on their behalf, contracting with the Seller to acquire the good and services supplied under these terms and conditions.

c. "Work" means all goods (by way of intermediate or finished product) and services supplied by the Seller to the Buyer.

d. “Intermediates” means all products produced during the manufacturing process including non-exhaustively discs, film, plate, intellectual property.

e. "Preliminary Work" means all work done in the concept and preparatory stages (including non-exhaustively design, artwork, colour matching).

f. "Electronic File" means any text, illustration or other matter supplied or produced by either Party in digitised form on disc, through a modem, or by ISDN or any other communication link.

2. Payment

a. Estimates are based on the Company’s current costs of production and are subject to amendment to meet any rise or fall in such costs that have taken place by the time of delivery, they are exclusive of VAT, other taxes and royalties.

b. All preliminary Work will be charged for whether or not the Client agrees to that work being taken forward to production.

c. Any work required of the Company by reason of the Client supplying inadequate copy, incomplete or incorrect instructions or insufficient materials; or late delivery of the same shall be charged.

d. Payment shall become due before the Work is started for new clients

e. If Credit Facilities have been granted, payment is due 30 days from date of invoice.. If any item(s) remain unpaid by that due date charges may apply, in accordance with s5A and/or s6 of the Late Payment Commercial Debt (Interest) Act 1998 or any subsequent enactment. All invoices will then become due and payable immediately, treated as overdue with appropriate charges applied and all costs reasonably incurred in collecting the debt payable by the Buyer.

f. All quotations will exclude delivery unless otherwise specified.

g. Should the Work be suspended or delayed by the Client for any reason the Company shall be entitled to charge for storage and for loss of or wastage of resources that cannot otherwise be used.

h. Should the suspension or delay in 2(g) above extend beyond 30 days the Company shall be entitled to immediate payment for work already carried out, materials specially ordered and any other additional costs.

3. Credit Facilities

Credit facilities may be granted to clients who satisfy the Company’s criteria as set out from time to time. The Company reserves the right to withdraw them at any time, without having to give reasons and, in such a case, all outstanding invoices become due and payable immediately.

4. Delivery

a. Delivery of the Work shall be accepted when tendered.

b. Delivery times are a guide only and, whilst the Company will make every effort to adhere to proposed timescales/forecast delivery dates the Seller cannot accept liability for any loss arising from faiure to meet them.

c. Whilst every effort will be made to achieve the agreed delivery date or dates, the Company cannot accept liability, or be held financially responsible, for any targets or deadlines being missed for delivery of any work which is outside the Company’s control.

d. Delivery will be to the Client’s address and any delivery involving difficult access and/or unreasonable distance from vehicular access shall entitle the Company to make an extra charge to reflect its extra costs (subject to final weight and/or urgency).

e. Should expedited delivery be agreed the Company shall be entitled to make an extra charge to cover any overtime or any other additional costs.

5. Materials supplied or specified by the Buyer

5.1 Electronic Files

a. It is the Client’s responsibility to maintain a copy of any original Electronic File provided by the Client.

b. The Company shall not be responsible for checking the accuracy of supplied input from an electronic file unless otherwise agreed in writing.

c. Without prejudice to clause 5.2(b), if an electronic file is not suitable for outputting on equipment normally adequate for such purposes without adjustment or other corrective action the Company may make a charge for any resulting additional cost incurred or may reject the file without prejudice to their rights to payment for work done or material purchased.

5.2 Other Materials

a. Metal, film and other materials owned by the Client and supplied to the Company to produce type, plates, film-setting, negatives, positives, electronic files and the like shall remain the Client’s exclusive property. However, where the content is generated by the Company, the Company may, in order to protect his intellectual property rights and at his absolute discretion, replace such material with unused material of a similar or better quality.

b. The Company may reject any film, discs, paper, plates, electronic files or other materials supplied or specified by the Client which appear to them to be unsuitable for the purpose intended. Additional cost incurred if materials are found to be unsuitable during production may be charged.

c. Without prejudice to clause 5.2.b, where materials are so supplied or specified, and the Company so advises the Client, and the Client instructs the Company in writing to proceed anyway, the Company will use reasonable endeavours to secure the best results, but shall have no liability for the quality of the end-product(s).

d. Quantities of materials supplied shall be adequate to cover normal spoilage. Any costs incurred as a result of shortages, including re-starting jobs, duplicating masters etc. will be charged in addition to the quoted price.

5.3 Risk and storage

a. Client’s property and all property supplied to the Company by or on behalf of the Client shall while it is in the possession of the Company or in transit to or from the Client be deemed to be at Client’s risk and the Client should insure accordingly.

b. The risk in the Work and all goods delivered in connection with the Work shall pass to the Client on delivery and the Client should insure accordingly.

6. Materials and equipment supplied by the Company

a. Metal, film and other materials owned by the Company and used in the production of intermediates, type, plates, film-setting, negatives, positives, electronic files and other production processes, together with items thereby produced, shall remain the Company’s exclusive property.

b. Type shall be distributed and film and plates, tapes, discs, electronic files or other work destroyed immediately after the order is executed unless written arrangements are made to the contrary. In the latter event, storage shall be charged.

c. The Company shall not be obliged to download any digital data from his equipment or supply the same to the Client on disc, tape or by any communication link.

7. Retention of Title

a. The Work remains the Company’s property until the Client has paid for it and discharged all other debts owing to the Company.

b. If the Client becomes subject to Insolvency and the Work has not been paid for in full the Company may take the goods back and, if necessary enter the Client's premises to do so, or to inspect and/or label the goods so as to identify them clearly.

c. If the Client shall sell the goods before they have been paid for in full he shall hold the proceeds of sale on trust for the Company in a separate account until any sum owing to the Company has been discharged from such proceeds.

d. Where the Client is in breach of these Terms or performs any act of Bankruptcy or Insolvency the Company reserves the right to approach the Client's customer and to offer the Work directly to them, notwithstanding the fact that this will involve advising the Client’s customer that the Client is in breach or in default.

8. Proofs, Artwork and variations

a. The Company shall incur no liability for any errors not corrected by the Client where the Client has been provided with proofs and/or artwork. The Client's alterations and additional proofs or artwork necessitated thereby shall be charged extra. When style, type or layout is left to the Company's judgement, changes therefore made by the Client shall be charged extra.

b. Where the Client specifically waives any requirement to examine proofs or artwork the Company is indemnified by the Client against all errors in the finished Work. Any mistakes in artwork (once proofs have been agreed) become the client’s responsibility.

c. Colour proofs - due to differences in equipment, paper, inks and other conditions between colour proofing and production runs, a reasonable variation in colour between colour proofs and the completed job will be deemed acceptable unless otherwise agreed in writing.

9. Claims and Liability

9.1 Claims

a. Advice of damage, delay or loss of goods in transit or of non-delivery must be given in writing to the Company and the carrier within three clear days of delivery (or, in the case of non-delivery, within 3 days of notification of despatch of the goods) and any claim in respect thereof must be made in writing to the Company and the carrier within seven clear days of delivery (or, in the case of non-delivery, within 7 days of notification of despatch). All other claims must be made in writing to the Company within 14 days of delivery. The Company shall not be liable in respect of any claim unless the aforementioned requirements have been complied with except in any particular case where the Client proves that (i) it was not possible to comply with the requirements and (ii) the claim was made as soon as reasonably possible.

b. If the Work is defective so that the Client may in law reject it, said rejection must take place within 7 days of delivery (or at Company’s discretion) of the goods, failing which the Client will be deemed to have accepted the Work. .

c. Complaints regarding goods supplied must be made in writing within seven days of delivery

d. In the event of all or any claims or rejections the Company reserves the right to inspect the Work within seven days of the claim or rejection being notified

9.2 Liability

d. Insofar as is permitted by law where Work is defective for any reason, including negligence, the Company's liability (if any) shall be limited to rectifying such defect, or crediting its value against any invoice raised in respect of the Work.

e. Where the Company performs its obligations to rectify defective Work under this condition the Company shall not be liable for indirect loss, consequential loss or third party claims occasioned by defective Work and the Client shall not be entitled to any further claim in respect of the Work nor shall the Client be entitled to repudiate the contract, refuse to pay for the work or cancel further deliveries.

f. Defective Work must be returned to the Company before replacement or credits can be issued. If the subject Work is not available to the Company, the Company will hold that the Client has accepted the Work and no credits or replacement Work will be provided.

g. Where the Company offers to replace defective Work the Client must accept such an offer unless he can show clear cause for refusing so to do. If the Client opts to have the work re-done by any third party without reference to the Company, the Client automatically revokes his right to any remedy from the Company, including but not exclusively the right to a credit in respect of Work done by the Company.

h. Where the Work will be forwarded by or on behalf of the Client to a third party for further processing the Client will be deemed to have inspected and approved the Work prior to forwarding and the Company accepts no liability for claims arising subsequent to the third party’s processing.

i. The Company reserves the right to reject any work forwarded to them after initial processing by a third party as soon as is reasonably practicable without processing the work any further. Should the Client require the Company notwithstanding to continue, then the Company is only obliged to do so after confirmation from the Client in writing.

j. Nothing in these conditions shall exclude the Company's liability for death or personal injury as a result of its negligence.

10. Insolvency

Without prejudice to other remedies, if the Client becomes insolvent, the Company shall have the right not to proceed further with the contract or any other work for the Client and be entitled to charge for work already carried out (whether completed or not) and materials purchased for the Client, such charge to be an immediate debt due to them. Any unpaid invoices shall become immediately due for payment.

11. General Lien

Without prejudice to other remedies, in respect of all unpaid debts due from the Client the Company shall have a general lien on all goods and property of or provided by the Client in their possession (whether worked on or not) and shall be entitled on the expiration of 14 days' notice to dispose of such goods or property as agent for the Client in such manner and at such price as they think fit and to apply the proceeds towards such debts, and shall when accounting to the Client for any balance remaining be discharged from all liability in respect of such goods or property.

12. Illegal matter

a. The Company shall not be required to print any matter which in their opinion is or may be of an illegal or libellous nature or an infringement of the proprietary or other rights of any third party.

b. The Company shall be indemnified by the Client in respect of any claims, costs and expenses arising out of the printing by the Company for the Client of any illegal or unlawful matter including matter which is libellous or infringes copyright, patent, design or any other proprietary or personal rights. The indemnity shall include (without limitation) any amounts paid on a lawyer's advice in settlement of any claim that any matter is libellous or such an infringement.

13. Force majeure

The Company shall be under no liability if is unable to carry out any provision of the contract for any reason beyond their reasonable control including (without limiting the foregoing): Act of God; legislation; war; fire; flood; drought; inadequacy or unsuitability of any instructions, electronic file or other data or materials supplied by the Client; 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 Client may by written notice to the Company elect to terminate the contract and pay for work done and materials used, but subject thereto shall otherwise accept delivery when available.

14. Data Protection

The Client is hereby notified that the Company may transfer personal information about the Client to a Credit Agency pursuant to cl 2f above.

15. Law

These conditions and all other express and implied terms of the contract shall be governed and construed in accordance with the laws of England and the parties agree to submit to the jurisdiction of the courts of England and Wales.

16. Notices

All specifications and notices relied on by either party and all variations to this agreement must be in writing and include a duly authorised signature.

17. Cancellation of Orders

If the Client cancels an order after the Company has commenced work on it, the Client will be charged the full order value or such lower amount as the Company may determine.

18. Severability

All clauses and sub-clauses of this Agreement are severable and if any clause or identifiable part thereof is held to be unenforceable by any court of competent jurisdiction then such enforceability shall not affect the enforceability of the remaining provisions or identifiable parts thereof in these Terms and Conditions.

19. Acceptance of Terms and Conditions

Placing an official purchase order in writing, verbally, or electronically with the Company confirms acceptance of these terms and conditions.

20. Telephone Calls

All calls maybe monitored and recorded.