blp (Northern) Limited (“blp")
STANDARD CONDITIONS OF CONTRACT
In these conditions “electronic file” includes text, illustrations or other matter supplied to blp (Northern) Limited in digitized form.
1. Price Variation: Estimates are based on blp’s anticipated costs of production. If costs of production rise then blp may give notice to the customer that a surcharge will apply, up to a maximum of 10% of the estimate. 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 the reasonable cost of the work to date; but
(c) if the customer does not decline the surcharge within 7 days of receiving notice that a surcharge will apply, the surcharge will be deemed to be accepted and will then be payable as part of the contract price.
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 copy supplied by the customer are not clear and legible, the customer will pay to blp a reasonable sum 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 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, the customer will pay to blp a reasonable sum to cover any additional work involved as a result.
6. Proofs: Where proofs are submitted by blp for a customer’s approval and are approved by the customer, the customer is responsible for ensuring that the proofs are correct. blp 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 will pay to blp a reasonable sum to cover any additional work involved as a result. When a style type or layout is left to blp’s judgment and the customer then requires changes to be made, the customer will pay to blp a reasonable sum to cover any additional work involved as a result
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, to be determined by blp (acting reasonably) at its sole discretion, will be deemed acceptable.
8. Variation in quantity: 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 delivery is tendered to the customer even if the customer has refused or failed to accept delivery.
(b) Any dates quoted for delivery are approximate only and blp may deliver in instalments.
(c) 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 for an additional charge for the reasonable cost of delivery to the alternative address.
(d) Without prejudice to clause 9(b), if the customer requires expedited delivery (e.g., delivery at an earlier time than either originally agreed or than would otherwise have been reasonable) and blp is willing to accommodate that request the customer shall pay to blp an additional sum to cover the reasonable cost involved in arranging and providing expedited delivery.
(e) Should work be suspended at the request of the customer or delayed through any default of the customer for a period of 30 calendar days, the customer shall forthwith pay to blp the reasonable cost of work already carried out, material specially ordered and any other additional costs including storage.
(f) Unless otherwise agreed in writing blp may invoice the customer on or at any time after an order is accepted and the customer shall pay to blp the amount due within 30 days of the date of an invoice, without any deduction, withholding, counter-claim or set-off, and time for payment shall be of the essence.
(g) Where any invoice is not paid by its due date, interest shall accrue on such unpaid sums at the rate of 8%, per annum and the customer shall be liable for blp’s costs (including legal costs and expenses) of seeking to enforce payment on a full indemnity basis, including in relation to claims allocated to the “Small Claims Track” pursuant to the Civil Procedure Rules (or any similar or equivalent process).
(h) Invoices may be delivered by email to the email address of any member of the customer’s team with which blp deals or has dealt. It is the customer’s responsibility to ensure that such emails are attended upon.
(i) Any queries or disputes over an invoice must be raised in writing by the customer within seven days of such invoice being sent to the customer, failing which such invoice shall be deemed valid and undisputed.
10. Ownership and Risk: (a) The risk in all goods delivered in connection with the work shall pass to the customer on delivery.
(b) Title in all goods delivered in connection with the work shall not pass to the customer until (i) blp receives payment in full (in cleared funds) for those goods; or (ii) the customer resells the goods, in which case title shall pass to the customer at the point immediately prior to such re-sale.
(c) Until title has passed to the customer, the customer shall: (i) store the goods separately from all other goods held by the customer so that they remain readily identifiable as blp’s property; (ii) not remove, deface or obscure any identifying mark or packaging on or relating to the goods; (iii) maintain the goods in satisfactory condition and keep them insured against all risks for their full price from the date of delivery; (iv) notify blp immediately if the customer becomes insolvent (as set out in clause 16); and (v) give blp such information as it may reasonably require from time to time relating to the goods and the customer’s financial position.
(d) At any time before title passes to the customer, blp may: (i) require the customer to deliver up all goods in its possession that have not been irrevocably incorporated into another product and if the customer fails to do so promptly, enter any premises of the customer or of any third party where the goods are stored in order to recover them, and the customer fully indemnifies blp against all of blp’s costs arising from such action, on a full indemnity basis.
(e) If the customer shall sell the goods before they have been paid for in full (including in circumstances where the goods are incorporated into another product), they shall hold on trust as much of the proceeds of sale of the goods (or, as the case may be, the products into which the goods have been incorporated) as is required to discharge its payment obligations to blp in respect of those goods until such payment obligations have been discharged. All such monies held on trust for blp by the customer shall forthwith be paid to blp if the customer becomes insolvent (as set out in clause 16).
11. Claims: Notification of damage, delay or loss of goods in transit or of non-delivery must be given in writing to blp within three days of delivery (or, in the case of non-delivery, within seven days of notification of dispatch of the goods) and any claim in respect thereof must be made in writing to blp 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 within seven days of delivery failing which such claims shall be deemed to be invalid.
12. Liability: (a) blp shall not be liable to the customer for loss of profits, loss of sales or business, loss of agreements or contracts, loss of anticipated savings, loss of use or corruption of software, data or information, loss of or damage to goodwill, indirect or consequential loss or any third party claims arising from its performance.
(b) Subject to clause 12(a), where blp’s performance is unsatisfactory for any reason, including negligence, blp’s total liability (if any) shall be limited to rectifying such defect (in a manner to be determined by blp at its sole discretion) and within a reasonable time period (also to be determined by blp at its sole discretion).
(c) Nothing in these conditions limits any liability which cannot legally be limited, including liability for death or personal injury as a result of negligence, fraud or fraudulent misrepresentation, breach of the terms implied by section 12 of the Sale of Goods Act 1979 or defective products under the Consumer Protection Act 1987.
13. Standing Material: Any material created by blp and used in the production of any goods shall be blp’s exclusive property. Such items when supplied by the customer shall remain the customer’s property.
14. Customer’s Property: (a) Customer’s property and all property supplied to blp by or on behalf of the customer shall while it is in the possession of blp 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.
(b) blp shall be entitled to make a reasonable charge for the storage of any customer’s property left with blp before receipt of the order or after notification to the customer of completion of the work.
15. Material supplied by the Customer: (a) blp may reject any 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.
(b) Where materials are so supplied or specified, blp will take every care to secure the best results, but responsibility will not be accepted for imperfect work caused by defects in or 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 shall be entitled to terminate the contract and be entitled immediately to charge and raise an invoice for a reasonable sum for the work carried out (whether completed or not) and materials purchased for the customer and payment shall be immediately due as a debt. Further, any unpaid invoice from blp 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 presented against them 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 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, and the customer fully indemnifies blp against all of blp’s costs arising from such action, on a full indemnity basis.
18. Illegal and Unlawful Matter: (a) blp shall not be required to produce 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) the customer fully indemnifies blp 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 produced 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 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); strikes, lock-outs or other industrial disputes (whether involving the workforce of blp or any other party), failure of a utility service or transport network, act of God, war, terrorism, riot, civil commotion, interference by civil or military authorities, epidemic, pandemic, national or international calamity, malicious damage, compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of plant or machinery (including vehicles), traffic congestion, port closure, import failure of any type or nature, fire, flood, storm, earthquake, public health emergency or similar event, or default of suppliers or subcontractors. After the first 90 days of such a contingency the customer may by written notice to blp elect to terminate the contract and pay a reasonable sum 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.
21. Time: Unless expressly agreed time shall not be of the essence.
22. Law: These terms and conditions and all other express and implied terms shall be governed and construed in accordance with the laws of England and the parties irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with them.
23. Further matters: (a) these terms and conditions apply to the exclusion of any other terms that the customer seeks to impose or incorporate, or which are implied by law, trade custom, practice or course of dealing.
(b) blp reserves the right to amend these terms and conditions from time to time and it is the customer’s responsibility to check for any updates prior to placing orders.
(c) where any obligation arises on the customer to pay a reasonable sum to blp, that sum shall be determined by blp at their sole discretion, such charges shall apply whether or not pre-notified and invoices raised for such charges may at blp’s sole discretion be payable upon demand.
(d) No variation of these terms and conditions shall be effective unless it is in writing and signed by the parties (or their authorised representatives).
(e) A waiver of any right or remedy is only effective if given in writing and shall not be deemed a waiver of any subsequent right or remedy. A delay or failure to exercise, or the single or partial exercise of, any right or remedy shall not waive that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy.
(f) If any provision or part-provision of these terms and conditions is or becomes invalid, illegal or unenforceable, it shall be deemed deleted, but that shall not affect the validity and enforceability of the rest. If any provision is deemed deleted the parties shall negotiate in good faith to agree a replacement provision that, to the greatest extent possible, achieves the intended commercial result of the original provision.
(g) These terms and conditions constitute the entire agreement between the parties. Each party acknowledges that in entering into this agreement it does not rely on any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in these terms and conditions.
(g) These terms and conditions do not give rise to any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term.