blp (Northern) Limited
STANDARD CONDITIONS OF CONTRACT
In these conditions “electronic file” includes text, illustrations or other matter supplied to blp (Northern) Limited in digitised form on disk, through a modem or by ISDN or any other communication link.
Where appropriate for “blp (Northern) Limited” read “binder”.
1. Price Variation: Estimates are based on blp (Northern) Limited’s current production costs. If production costs rise then blp (Northern) Limited may give notice to the customer that a surcharge, of up to a maximum of 10% of the estimate, will apply. The customer, on receiving notice that a surcharge will apply, must within 7 days either:
(a) Accept the surcharge, which will then be payable as part of the contract price, or
(b) Decline the surcharge, in which case the contract will be terminated, and the customer shall pay to blp (Northern) Limited the reasonable cost of the work to date.
(c) If the customer does not either accept or decline the surcharge within 7 days of receiving the notice, then the contract will be deemed to be terminated and the customer shall pay to blp (Northern) Limited the reasonable cost of the work to date.
2. Tax: VAT and all other applicable taxes will be added to the contract price at the prevailing rate at the time of supply.
3. Preliminary Work: All work carried out, whether experimentally or otherwise at the customer’s request shall be charged to the customer. If no price is agreed for such work, then a reasonable sum shall be paid by the customer for such work.
4. Copy: Where copies supplied by the customer are not clear and legible, the customer will pay to blp (Northern) Limited, a reasonable charge to cover any additional work involved as a result.
5. Electronic Files: (a) It is the customer’s responsibility to maintain a copy of any original electronic file.
(b) blp (Northern) Limited shall not be responsible for checking the accuracy of supplied input from an electronic file unless otherwise agreed.
(c) Without prejudice to clause 15, if an electronic file is not suitable for outputting on equipment normally adequate for such purposes without adjustment or other corrective action, blp (Northern) Limited may make a reasonable charge for any additional costs incurred.
6. Proofs: Where proofs are submitted by blp (Northern) Limited for a customer’s approval and are approved by the customer, the customer is responsible for ensuring that the proofs are correct. blp (Northern) Limited shall not be liable for any errors remaining after the proofs have been approved by the customer. Where the customer makes alterations and additional proofs are necessary, the customer shall pay a reasonable sum to blp (Northern) Limited for the additional work and costs resulting from alterations made. When a style type or layout is left to blp (Northern) Limited’s judgment and the customer then requires changes to be made, the customer will be liable to blp (Northern) Limited for the reasonable cost of any changes made at the request of the customer.
7. 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 work will be deemed acceptable.
8. Variation in Quality: Every endeavour will be made to deliver the correct quantity ordered, but estimates are conditional upon margins of +5%/-5% being allowed for overs or shortage.
9. Delivery and payment: (a) Work shall be deemed to have been delivered to the customer when tendered to the customer even if the customer has refused or failed to accept delivery.
(b) Unless otherwise specified, the contract price is for delivery of the work to the customer’s address, as set out in the estimate. If the customer requires delivery to be made to a different address, then the customer will be liable to blp (Northern) Limited for an additional charge for the reasonable cost of delivery to the alternative address.
(c) If the customer requires expedited delivery (that is, delivery at an earlier time than either originally agreed or than would otherwise have been reasonable), the customer shall pay to blp (Northern) Limited an additional sum to cover the reasonable cost involved in ensuring expedited delivery.
(d) Should work be suspended at the request of the customer or delayed through any fault of the customer for a period of 30 calendar days, the customer shall forthwith pay to blp (Northern) Limited the reasonable cost of work already carried out, material specially ordered and any other additional costs including storage.
(e) Unless otherwise agreed the customer shall pay to blp (Northern) Limited the amount due within 30 days of the date of an invoice for the work produced by blp (Northern) Limited.
(f) Where invoices are not paid by their due date, interest shall accrue on such unpaid sums at the rate of 8% per annum and the customer shall pay blp (Northern) Limited’s legal costs of enforcing payment on a full indemnity basis.
10. Ownership and Risk: (a) The risk in all goods delivered in connection with the work shall pass to the customer upon delivery.
(b) If the customer becomes insolvent (as set out in clause 16) and the goods have not been paid for in full or if any sum is due from the customer to blp (Northern) Limited, then blp (Northern) Limited are entitled to recover the goods. blp (Northern) Limited has the express authority of the customer to enter the customer’s premises to recover the goods or to inspect the goods.
(c) If the customer shall sell the goods before they have been paid for in full, they shall hold the proceeds of sale on trust for blp (Northern) Limited in a separate account until any such sum owing to blp (Northern) Limited has been discharged from such proceeds. All money held on trust for blp (Northern) Limited by the customer shall forthwith be paid to blp (Northern) Limited if the customer becomes insolvent (as set out in clause 16).
11. Claims: Advice of damage, delay or loss of goods in transit or of non-delivery must be given in writing to blp (Northern) Limited and the carrier within three days of delivery (or, in the case of non-delivery, within 7 days of notification of dispatch of the goods) and any claim in respect thereof must be made in writing to blp (Northern) Limited and the carrier within seven days of delivery (or, in the case of non-delivery 28 days of notification of despatch). All other claims must be made in writing to blp (Northern) Limited within 7 days of delivery. blp (Northern) Limited shall not be liable in respect of any claim unless the aforementioned requirements have been complied with, except in any case where the customer proves that it was not possible to comply with the requirements.
12. Liability: (a) blp (Northern) Limited 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, whether as a result of blp (Northern) Limited’s negligence, breach of contract or otherwise.
(b) Insofar as is permitted by law where work is defective for any reason, including negligence, blp (Northern) Limited’s liability (if any) shall be limited to rectifying such defect. Where blp (Northern) Limited performs its obligations to rectify defective work under this condition, the customer shall not be entitled to any further claim in respect of the work done.
(c) Nothing in these conditions shall exclude blp (Northern) Limited’s liability for death or personal injury as a result of its negligence.
13. Standing Material: (a) Metal, film and other material owned by blp (Northern) Limited and used by them in the production of type, plates, film-settings, negatives, positives, and the like shall remain their exclusive property. Such items when supplied by the customer shall remain the customer’s property.
(b) Type may be distributed and lithographic and photogravure film and plates, tapes, disks, or other work effaced immediately after the order is executed unless written arrangements are agreed to the contrary.
(c) blp (Northern) Limited shall not be required to download any digital data from its equipment or supply the same to the customer on disk, tape or by any communication link unless written arrangements are made to the contrary.
14. Customer’s Property: (a) Customer’s property and all property supplied to blp (Northern) Limited by or on behalf of the customer shall, while it is in the possession of blp (Northern) Limited or in transit to or from the customers, be deemed to be at the customer’s risk unless otherwise agreed and the customer should insure accordingly, including pre-paid stock.
(b) blp (Northern) Limited shall be entitled to make a reasonable charge for the storage of any customer’s property left with blp (Northern) Limited before receipt of the order or after notification to the customer of completion of the work.
15. Material supplied by the Customer: (a) blp (Northern) Limited may reject any films, disks, paper, plates, or other materials supplied or specified by the customer which appear to them to be unsuitable. Additional costs incurred if materials are found to be unsuitable during production may be charged, except that if the whole or any part of such additional costs could have been avoided but for the unreasonable delay by blp (Northern) Limited in ascertaining the unsuitability of the material, then that amount shall not be charged to the customer.
(b) Where materials are so supplied or specified, blp (Northern) Limited will take every care to secure the best results, but responsibility will not be accepted for imperfect work caused by defects in or the unsuitably of materials so supplied or specified.
(c) Quantities of material supplied shall be adequate to cover normal spoilage.
16. Insolvency: Without prejudice to other remedies, if the customer becomes insolvent then blp (Northern) Limited shall be entitled to terminate the contract and be entitled immediately to charge a reasonable sum for the work carried out (whether completed or not) and materials purchased for the customer. Payment for the work shall be a debt immediately due from the customer to blp (Northern) Limited. Any unpaid invoice from blp (Northern) Limited to the customer shall become immediately due for payment. For the purposes of this contract, a customer being a company, is insolvent where it is deemed to be unable to pay its debts or has a winding up petition presented against it or has an administrator or receiver appointed to it or enters into any arrangement with its creditors whether informally or formally under the provisions of the Insolvency Act 1986. For the purposes of this contract, a customer being an individual or firm becomes insolvent where they commit an act of bankruptcy or has a bankruptcy petition issued against him or enters into any arrangement with its creditors whether informally or formally under the provisions of the Insolvency Act 1986.
17. General Lien: Without prejudice to other remedies, in respect of all unpaid debts due from the customer, blp (Northern) Limited shall have a general lien on all goods and property 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 customer 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 customer for any balance remaining be discharged from all liability in respect of such goods or property.
18. Illegal and Unlawful Matter: (a) blp (Northern) Limited shall not be required to print any matter which in their opinion is or may be of an illegal, unlawful, or libellous nature or an infringement of the proprietary or other rights of any third party.
(b) blp (Northern) Limited shall be fully indemnified by the customer in respect of any claims, costs and expenses arising out of any alleged libellous matter or any alleged infringement of copyright, patent design or any other proprietary or personal rights contained in any material printed for the customer. The indemnity shall include (without limitation) any amounts paid on lawyer’s advice in settlement of any claim that any matter is libellous or such an infringement, and the cost of obtaining legal advice on alleged libellous matter or alleged infringement of copyright. This indemnity will apply whether or not the matter is in fact illegal, unlawful, libellous or infringes copyright or other proprietary or personal rights.
19. Force Majeure: blp (Northern) Limited shall be under no liability if it shall be unable to carry out any provision of the contract for any reason beyond its reasonable control including (without limiting the foregoing); Act of God; legislation; war; fire; flood; drought; inadequacy or unsuitability of any instructions; defective electronic file or other data supplied by the customer; failure of power supply; lock-out, strike or other action taken by its employees in contemplation 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 blp (Northern) Limited elect to terminate the contract and pay for work done and materials used, but subject thereto shall otherwise accept delivery when available.
20. Future orders made: These terms and conditions shall apply to all future orders placed by the customer with blp (Northern) Limited.
21. Time: Unless expressly agreed time shall not be of the essence in this contract.
22. 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