1 Definitions
1.1 “The Printer” is Kalas Packaging Limited
1.2 ”The Customer” is the person, firm or corporation instructing the Printer to carry out work on its behalf.
2 The Printer only undertakes work on the basis of these Terms and Conditions and all other terms and conditions are hereby agreed to be excluded.
3 Price Variation
Price estimates are based on the Printer’s current costs of production and, unless otherwise agreed, are subject to amendment on or at any time after acceptance, where such amendment is required in order to meet any rise or fall in such costs.
4 Tax
The Printer reserves the right to charge the amount of any value added tax payable whether or not included on the estimate or invoice.
5 Preliminary Work
All work carried out, whether experimentally or otherwise, at the Customer’s request shall be chargeable.
6 Copy
Where any additional work of whatever nature is necessary as a result of copy supplied by a Customer not being clear and/or legible, the Printer shall be entitled to make additional charges on a time and materials basis to cover such additional work.
7 Proofs
Proofs of all work may be submitted for the Customer’s approval and the Printer shall incur no liability for any errors not corrected by the Customer in proofs so submitted. Additional charges shall be made for any additional proofs that are required as a result of alterations required by the Customer. When style, type or layout is left to the Printer’s discretion, any subsequent changes to such style, type or layout required by the Customer shall be subject to additional charges on a time and materials basis.
8 Copyright
8.1 Unless negotiated and agreed in writing, the copyright of general artwork, commissioned artwork and illustrations and anything else whatsoever prepared, developed or created by the Printer shall vest in and belong to the Printer. The Printer may use any artwork or printing produced by itself for the purposes of promoting itself. The Customer shall be responsible for obtaining all necessary authorities and consents to reproduce pictures, artwork, photographs, copyright text and/or any other reproducible materials (“Materials”) prior to instructing the Printer to reproduce the same. The Customer shall indemnify and hold the Printer and its agents and representatives harmless against all claims, demands, actions, costs, expenses (including but not limited to legal costs and disbursements), losses and damages arising from or suffered or incurred by reason of any claim (including but not limited to the defence of such claim) that the reproduction of the Materials by the Printer infringes the intellectual property or other rights of any third party or misuses the confidential information of a third party.
8.2 All design, text, illustrations, graphics, photographs, diagrams, drawings, logos and the selection and arrangement thereof, and all source code and all other material content of any Website owned, controlled or operated by the Printer are the intellectual property of the Printer or its content providers and as between the Printer and the Customer all intellectual property rights (including all copyright) arising out of or connected with such content shall belong to the Printer. No reproduction of any part is allowed without written permission.
9 The Printer’s Imprint
Unless otherwise specifically requested in writing any work may carry the Printer’s imprint which will be positioned at the Printer’s discretion.
10 Delivery & Payment
10.1 Any dates specified by the Printer for delivery are intended to be an estimate only and time for delivery shall not be of the essence and shall not be made of the essence by notice.
10.2 The Customer will not delay the progress of its order in any way (which delays include but are not limited to the Customer not returning proofs by the time specified by the Printer or failing to make payment by the time such payment is due) (a “Customer Delay”).
10.3 Delivery of work by the Printer shall be deemed to take place upon collection of the work by the Customer (where the Customer is obliged to collect the work) or (where the Printer is obliged to deliver the work) actual delivery of the work to the Customer by the Printer. Where the Customer is obliged to collect the work and the Customer fails to collect the work on the day on which it is ready for collection delivery shall be deemed to have been made on that date. Where the Printer is obliged to deliver the work to the Customer but the Customer provides the Printer with incomplete or incorrect delivery information or is not available to accept delivery or the delivery address is not reasonably suitable for delivery to take place then provided that the Printer has used reasonable endeavours to deliver the work to the Customer, a failed delivery shall be deemed to be a delivery.
10.4 Unless otherwise specified the price quoted is for delivery of the work to the Customer’s address as set out in the order. A charge may be made to cover any extra costs involved for delivery to a different address.
10.5 Should expedited delivery be agreed the Printer shall be entitled to make additional charges on a time and materials basis to cover any overtime or any other additional costs involved, including without limitation, the cost of couriers or special delivery post.
10.6 Should work be suspended at the request of or delayed through any default of the Customer for a period of 30 days or more the Printer shall then be entitled to payment for work already carried out, materials specially ordered and other additional costs including storage.
10.7 Risk of loss of or damage to work completed by the Printer shall pass to the Customer on delivery. Notwithstanding delivery and the passing of risk in the work to the Customer, ownership of and title to the work shall not pass to the Customer and shall be retained by the Printer until the Printer has received payment in full in respect of the work.
10.8 Payment for the work carried out by the Printer is due immediately upon delivery or deemed delivery.
10.9 If the Customer fails to pay the Printer any sum due on the date for payment, the Customer shall be liable to pay interest to the Printer on such sum for the due date for payment at the annual rate of 8% above the base lending rate from time to time of HSBC Bank plc accruing on a daily basis until payment is made, whether before or after Judgment.
11 Variations In Quantity
11.1 Every endeavour will be made to deliver the correct quantity ordered. However some variation is inherent in the print process and it is understood and accepted as reasonable that minor variations are immaterial and that the Printer shall have no liability in respect of variations, for quantities of less than 50,000, where the variation is 5% more or less for work in one colour only or 10% more or less for all other work or 4% and 8% respectively for quantities of more than 50,000, such excesses or shortages to be charged or deducted at the rate appropriate to the order.
11.2 The Customer’s sole remedy in respect of shortages above the quantities set out in 11.1 above will be a re-print of the entire shortage quantity of the relevant work, to be undertaken by the Printer within a reasonable period of time.
12 Claims
Advice of damage, delay or partial loss of goods in transit or of non-delivery must be given in writing to the Printer 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 Printer and the carrier within seven clear days of delivery (or, in the case of non-delivery, within 21 days of despatch). All other claims must be made in writing to the Printer within 14 days of delivery. The Printer shall not be liable in respect of any claim unless the aforementioned requirements have been complied with except in any particular case where the Customer proves that (i) it was not possible to comply with the requirements and (ii) advice (where required) was given and the claim made as soon as reasonably possible.
13 Liability
The Printer gives no warranties or guarantees or makes any representations as to the merchantability or fitness for a particular purpose of any completed work the subject of a Customer’s order and all other warranties, conditions, guarantees or representations, whether express or implied, oral or in writing, except as expressly stated in these terms and conditions are hereby excluded. The Printer shall not be liable for any loss arising from delay in transit not caused by the Printer. Further, the Printer shall not be liable for any indirect, special or consequential damages, loss of profits, economic loss, loss of goodwill or loss of anticipated savings or loss of data. The total aggregate liability of the Printer in respect of any and all causes of action arising out of or in connection with the Customer’s order and the Printer’s performance of services pursuant to such order (whether for breach of contract, strict liability, tort (including, without limitation, negligence), misrepresentation or otherwise) shall (subject to the provisions of paragraph 11) be limited to the sums paid to the Printer by the Customer in respect of the order pursuant to which liability has arisen. Nothing in these terms and conditions shall be construed so as to limit or exclude liability which cannot, pursuant to English Law, be excluded or limited including for death or personal injury or liability in respect of fraud or fraudulent misrepresentation.
14 Standing Material
14.1 Metal and other materials owned by and used by it in the production of plates, film-setting, negatives, positives and the like shall remain the exclusive property of the Printer. Such items when supplied by the Customer shall remain the Customer’s property.
14.2 Lithographic, photogravure or other work or materials supplied by the Customer may be effaced or destroyed immediately after the order is executed unless written arrangements are made to the contrary. In the latter event, the Printer shall be entitled to make additional charges.
15 Customer’s Property
15.1 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 insure such property accordingly.
15.2 Where a Customer fails to collect work within 5 working days from notification to the Customer of completion of the work, the Printer shall be entitled, at its discretion, to either store the work until actual delivery or collection is made and charge the Customer for the costs (including insurance) of storage or to destroy such work (provided that the Customer shall nevertheless remain liable for payment in respect of the relevant order).
16 Materials Supplied by the Customer
16.1 The Printer may reject any paper, plates or other materials supplied or specified by the Customer which it considers to be unsuitable. Additional cost incurred if materials are found to be unsuitable during production may be charged except that if the whole or any part of such additional cost could have been avoided but for unreasonable delay by the Printer in ascertaining the unsuitability of the materials then that amount shall not be charged to the Customer.
16.2 The Printer shall have no liability in respect of any work being of less than reasonably satisfactory quality as a result of defects in or the unsuitability of materials supplied or specified by the Customer.
16.3 The Printer shall assume that quantities of materials supplied shall be adequate to cover normal spoilage accordingly if the quantities of materials supplied are not sufficient to cover normal spoilage (“an Insufficient Supply”) then the Printer shall have no liability for any shortfall in quantity to the extent that such shortfall arises as a result of such Insufficient Supply.
17 Non-Payment or Insolvency
If the Customer fails to pay the Printer’s invoice by the due date or 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 enters administration or into an arrangement with its creditors, or threatens to do any of these things or being a person commits an act of bankruptcy or has a bankruptcy petition issued against it or enters into an arrangement with its creditors or threatens to do any of these things, the Printer without prejudice to other remedies shall (i) have the right not to proceed further with the contract or 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 the Printer, and (ii) in respect of all unpaid debts due from the Customer have a general lien on all goods and property in the Printer’s possession (whether worked on or not) and shall be entitled on the expiration of 14 days’ notice to dispose of such goods or property in such manner and at such price as the Printer thinks fit and to apply the proceeds towards such debts.
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 or libelous nature or an infringement of the proprietary or other rights or any third party.
18.2 Without prejudice to paragraph 8 above, the Customer shall indemnify and hold the Printer harmless against all claims, demands, costs, expenses (including but not limited to legal costs and disbursements), losses and damages arising from or suffered or incurred by reason of the work it is required to produce pursuant to a Customer order being or alleged to be defamatory.
19 Periodical Publications
Save in respect of a material breach and/or in the event that a claim arises under any indemnity set out above a contract for the printing of a periodical publication may not be terminated by either party unless 13 weeks notice in writing is given in the case of periodicals produced monthly or more frequently or 26 weeks notice in writing is given in the case of other periodicals. Notice may be given at any time but wherever possible should be given after completion of work on any one issue. Without prejudice to the foregoing, the Printer may terminate any such contract forthwith should any sum due thereunder remain unpaid for a period of 7 or more days from its due date.
20 Full Colour Printing
All reasonable efforts shall be made to obtain the best possible colour reproduction on customer’s work but variation is inherent in the print process and it is understood and accepted as reasonable that, the Printer shall not be required to guarantee an exact match in colour or texture between the Customer’s photograph, transparency, proof, electronic graphic file, previously printed matter (whether printed by the Printer or other party) or any other materials supplied by the Customer and the printed article the subject of the Customer’s order.
21 Data Protection
By placing an order with the Printer, the Customer consents to its details being kept by the Printer even after the Customer’s trading relationship with the Printer has terminated. The Printer may use the Customer’s personal data to let Customers know about goods and services similar to the goods or services provided to the Customer previously and any others matters that the Printer considers may be of interest to Customers.
22 Force Majeure
The Printer shall be under no liability if it shall be unable to perform any obligation which is owed by it to the Customer for any reason beyond his control including (without limiting the foregoing) Act of God, 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.
23 Variation to Terms and Conditions
These terms and conditions may be amended from time to time. The latest version of these terms and conditions may be accessed via the Website.
24 Law
These terms and conditions and all other express terms of the contract with Customers shall be governed and construed in accordance with English law. English Courts shall have jurisdiction in relation to any matters arising in connection with any contract between the Printer and the Customer into which these terms are incorporated.