1. Application of Terms
1.1 These General Terms and Conditions of Sale of ACI Print Group of Fosse Road, Oakley Hay Industrial Estate, Corby, Northants NN18 9QA (the Company) shall govern and be incorporated into every contract for the sale or production of Goods (goods meaning printed matter, type, plates, discs, data and ancillary Goods) made by the Company with any Customer to the exclusion of all other terms and warranties and representing the only terms upon which the Company trades notwithstanding any terms and conditions that may be contained in any order or other form of the Customer.
1.2 Acceptance by the Customer of delivery of Goods shall be deemed to constitute unqualified acceptance of these terms and conditions and subsequent sales of Goods shall be deemed to be subject to these conditions.
1.3 Any exclusion, waiver or variation of these terms and conditions may only be made in writing signed by a director of the Company.
2.1 Any estimate, quotation or Company price lists shall constitute an invitation to treat. Any order placed by a Customer shall constitute an offer, which the Company may accept or decline.
2.2 The Company reserves the right to withdraw or amend a quotation at any time before receipt of an unqualified order from the Customer and each quotation shall be deemed withdrawn unless accepted within the period for acceptance stated on the order.
3.1 Save for valid quotations supplied under clause 2, all prices will be those ruling at the date of delivery including changes in the costs of production and materials.
3.2 All prices are exclusive of Value Added Tax and any other similar taxes and duties which shall be paid by the Customer in addition.
3.3 The Company will charge for all experimental and preliminary work carried out at the Customer’s request. The Company will charge further for additional work involved where copy supplied by the Customer is not clear and legible.
3.4 The Company will submit proofs to the Customer for approval and the Customer is solely responsible for any errors not corrected. The Company reserves the right to charge extra for author’s corrections, including alterations in style and the costs of additional proofs arising. Where style, type or layout is left to the Company’s judgment, changes subsequently requested by the Customer shall be charged for. Where the Customer fails to correct proofs the Company accepts no responsibility or liability for colour and content of the Goods.
4.1 The Company will request cash with order unless credit facilities are granted.
4.2 If credit facilities are granted, this is strictly on the basis that payment is received by the Company at its Accounts Department address quoted on the invoice within 30 days of the date of the invoice. Credit facilities may be withdrawn if this condition is not observed.
4.3 Time of payment is of the essence and the Company reserves the right to claim statutory interest at 8% above Bank of England base rate at the date any invoice becomes overdue in accordance with the Late Payment of Commercial Debts (Interest) Act 1998.
4.4 Non-payment by the due date will entitle the Company to suspend further deliveries and production without notice.
5. Delivery and Risk
5.1 Times quoted for delivery are treated as estimates only. The Company will make all reasonable endeavours to deliver on time but will not be responsible for any loss or damage caused to the Customer by late delivery.
5.2 Goods will be delivered to the Customer at the Company’s address. The risk in the Goods shall pass to the Customer upon such delivery taking place.
5.3 The Company will arrange for transport of Goods to the Customer’s address. The cost of carriage and insurance will be paid by the Customer and will be due on the date for payment of the price of Goods. The carrier shall be deemed to be the Customer’s agent.
5.4 No claim for damaged Goods or for shortages or for non-delivery will be accepted by the Company unless written notice of such damage or shortage is received by the Company within 7 days of receipt of the Goods by the Customer or within 7 days of the defect being discovered where the defect could not reasonably have been discovered earlier or (in the case of non-delivery) within 7 days from the date on which the Goods could normally have been expected to be received by the Customer.
6. Materials and Quantities
6.1 The Company will use all reasonable endeavours to deliver the quantity of Goods ordered by the Customer but all estimates carry the implied condition that there are margins of error of 5% for one colour work and 10% for other work being overs or shortages (the figures being 4% and 8% respectively for quantities exceeding 50,000). Overs or shortages will be charged for or deducted as appropriate.
6.2 Metal, film, glass, polymer and other materials owned by the Company and used in the production of Goods for the Customer will remain the exclusive property of the Company. Any such items supplied by the Customer will remain the property of the Customer.
6.3 Where the Customer supplies materials for incorporation into Goods the Company will take every reasonable care to ensure the best results, but will not be responsible for imperfect work caused by defects in or unsuitability of the Customer’s materials. The Company may reject any materials which appear to be unsuitable or charge additional costs if materials are discovered to be unsuitable during production.
6.4 Customer’s materials will be held at the Customer’s risk and the Company reserves the right to make a charge for storage of Customer’s materials not removed after completion of supply of Goods.
7.1 Until full payment has been received by the Company for Goods supplied to the Customer, the Goods shall remain the property of the Company.
7.2 Until full payment is received the Company and its agents or representatives shall be entitled at any time and without notice to enter upon any premises of the Customer in which the Goods are stored or kept or reasonably believed so to be.
7.3 All Goods shall remain the sole and absolute property of the Company until all debts owed by the Customer to the Company (whether part paid or otherwise) are settled in full.
8.1 The Company warrants that at the date of delivery the Goods will comply with their published specification and will correspond with the description given by the Company.
8.2 The Company will replace Goods found by the customer to be faulty or defective within a period 3 months from the date of delivery.
8.3 To the extent permitted by law the Company disclaims all other warranties with regard to the Goods either expressed or implied including but not limited to any implied warranties of satisfactory quality or fitness for any particular purpose.
9.1 ANY LIABILITY OF THE COMPANY TO THE CUSTOMER ARISING OUT OF THIS AGREEMENT SHALL BE LIMITED TO DIRECT LOSS OR DAMAGE ONLY AND SHALL NOT EXTEND TO LOSS OF USE, LOSS OF PROFIT, INDIRECT OR CONSEQUENTIAL LOSS OR DAMAGE OR ANTICIPATED SAVINGS, AND SHALL NOT IN ANY EVENT EXCEED AN AMOUNT EQUAL TO THE PRICE OF THE GOODS.
9.2 THE COMPANY DOES NOT LIMIT ITS LIABILITY IN RESPECT OF PERSONAL INJURY OR DEATH CAUSED BY THE NEGLIGENCE OF THE COMPANY OR ITS EMPLOYEES.
10. Termination and Insolvency
10.1 If the Customer fails to make a payment due to the Company on the due date or commits any other breach of this Agreement and fails to remedy such breach within a period of 30 days from receipt of notice in writing from the Company requesting remedy or if the Customer enters into an arrangement with its creditors or goes into liquidation or passes any resolution for winding up or becomes subject to the appointment of any receiver, administrative receiver or administrator or becomes bankrupt then:
10.1.1 The Company may by notice in writing to the Customer forthwith cancel the order and any other orders outstanding between the parties.
10.1.2 In the event of such cancellation the Company shall be entitled to reclaim any Goods unpaid for in accordance with the provisions of clause 7 above.
10.1.3 The Customer shall remain liable to pay the Company the full purchase price for Goods less:
10.1.3.1 the disposal price received by the Company for Goods in its possession or reclaimed from the Customer; and
10.1.3.2 Any part of the purchase price for Goods paid by the Customer to the Company.
11. Intellectual Property Rights
11.1 The Customer shall indemnify the Company against all damages, penalties, costs and expenses to which the Company may become liable as a result of any work done in accordance with the Customer’s specification which involves any infringement of any third party’s intellectual property rights, know how or confidential information.
11.2 The Company shall not be required to (and will refuse to) produce any matter which is or may be of an illegal or libellous nature or an infringement of the proprietary or other rights of any third party.
12. Force Majeure
12.1 The Company shall have no liability for delays in performing any obligations to the Customer due to any cause of whatever nature outside the reasonable control of the Company.
12.2 In such event the Company may without liability cancel or vary the terms of the contract including extending the time for performing it. The Customer shall take or pay for such part of the Goods as the Company shall be able to delivery.
This Agreement shall be governed by and construed in accordance with the laws of England. The Customer agrees to the non-exclusive jurisdiction of the Courts in England and Wales.