1. Definitions

1.1 The ‘Company’ shall mean Simpson Print Limited whose registered office is at Influence Park, Rutherford Road, Stephenson, Washington, Tyne and Wear, NE37 3HX CRN1061464.

1.2 The ‘Customer’ shall mean the person, firm, company or other organisation to which goods are supplied.

1.3 The word ‘Goods’ shall mean all work and other items including services supplied by the Company.

1.4 The ‘Contract’ shall mean the agreement arising between the Company and the Customer, following receipt by the Company of a request to supply Goods, and shall consist of the Customer’s purchase order, these Conditions of Sale, and where issued by the Company, the Company’s order acknowledgement.

2 General

2.1 These Conditions apply to all sales and will prevail over any different terms or conditions issued by the Customer, except where otherwise agreed in writing. In particular any conditions of purchase of the Customer are expressly excluded.

2.2 The Company reserves the right to charge the amount of any value added tax payable, whether or not included on the estimate or invoice.

2.3 No order placed by the Customer shall be deemed to be accepted by the Company until a written order acknowledgement is issued by the Company or (if earlier) the Company delivers the Goods to the Customer.

3. Price variation

Estimates are based on the Company’s current costs of production and, unless otherwise agreed, are subject to amendment on or at any time (whether before or after the Contract has been made) to meet any rise or fall in such costs.

4. Cancellation

No order, which the Company has accepted, may be cancelled without the Company’s written consent, and subject to the Customer indemnifying the Company against all loss and expenses (including loss of profits) incurred or likely to be incurred by the Company.

5 Preliminary work and proofing

5.1 All work carried out, whether experimentally or otherwise, at the Customer’s request shall be charged.

5.2 Proofs of all work may be submitted for Customer’s approval and the Company shall incur no liability for any errors not corrected by the Customer in proofs so submitted. Customer’s alterations and additional proofs necessitated thereby shall be charged extra.

5.3 When style, type or layout is left to the Company’s judgement, changes made to the Goods by the Customer shall be charged extra.

5.4 Unless agreed otherwise in writing by the Company, the Customer shall supply all materials and fonts in final print ready PDF format provided that where the Customer is unable to fulfil this obligation, any materials or fonts submitted to the Company will only be accepted by the Company for processing if accompanied by evidence from the Customer that it has obtained all necessary permissions and consents for such materials or fonts to be used in the manner required by the Company in order for it to fulfil its obligations under the Contract. On completion of the Contract, the Company shall remove such materials and fonts from its systems.

6. Copy

A charge may be made to cover any additional work involved where copy or instructions supplied are not clear and legible.

7. Price and terms of contract

7.1 The price of the Goods shall be as stated in the Company’s quotation.

7.2 Unless otherwise agreed in writing by the Company the price quoted is an ex-works price and delivery of the Goods shall take place at the Company’s place of business, Delivery to alternative premises as specified by the Customer will be charged extra. All prices are stated and all payments shall be made in pounds sterling unless an alternative currency is agreed in advance of any Goods being supplied. Payments may be made by cheque, direct transfer or BACS. For automated payments the Company’s bank details can be provided on request.

7.3 Should expedited delivery be agreed by the Company, an extra amount may be charged to cover any overtime or any other additional costs involved.

7.4 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 Company shall then be entitled to payment for the Goods already made or performed, material specially ordered and other additional costs including storage.

7.5 Subject to any special terms agreed in writing with the Customer the Company shall be entitled to invoice the Customer for the price of the Goods made or performed on or at any time after the Company has notified the Customer that the Goods (or a distinct part thereof) have been completed.

7.6 The Customer shall pay the price of the Goods in accordance with the terms of the credit agreement between the Customer and the Company, notwithstanding that delivery may not have taken place and the property in the Goods has not passed to the Customer. Time of payment shall be of the essence of the Contract. If no credit agreement is in place, the Customer must pay within 28 days of the invoice date.

7.7 If the Customer fails to make payment on the due date then the total price of all Goods made or performed by the Company for the Customer shall become due and payable without demand, and the Company shall be entitled to:
a) Cancel the Contract and/or suspend any further deliveries to the Customer; and
b) Charge the Customer interest (before and after any judgment) on the amount unpaid at the rate of 3% per month (or part thereof).

7.8 Costing Data can be made available on request.

8. Delivery

8.1 The Company shall not be liable for any loss to the Customer arising from delay in transit not caused by the Company.

8.2 Delivery of Goods shall be accepted when tendered or, if earlier, on notification that the work has been completed.

8.3 Any dates quoted for delivery are estimates only and are subject to change. The Company shall not be liable for any delay in delivery howsoever caused.

8.4 Where the Goods are delivered by instalments, each instalment is a separate contract. Failure by the Company to deliver any instalment will not entitle the Customer to treat the Contract as a whole as repudiated.

8.5 If the Customer fails to take delivery or fails to give the Company adequate delivery instructions then (without prejudice to any other right the Company may have) the Company may charge the Customer for storage of the Goods provided that the Company shall have no obligation to store the Goods.

9. Risk and ownership

9.1 The Goods shall remain the property of the Company as legal and equitable owner and ownership of the Goods shall not pass to the Customer until the full price has been duly paid to the Company together with the full price of any other Goods sold by the Company to the Customer.

9.2 Risk in the Goods passes to the Customer on delivery.

9.3 If any payments are wholly or partly overdue the Company may (without prejudice to any other right the Company may have) recall or resell the Goods or any part thereof and may enter the Customer’s premises (or any other premises where the Goods are stored) for that purpose.

10 Variations in quantity

The Company shall use its reasonable endeavours to deliver the correct quantity of Goods ordered under the Contract, but shall not be in breach of contract where the actual quantity supplied is:

10.1 in respect of work in one colour only, up to 5% more or less than the quantity ordered; and

10.2 in respect of all other work, up to 10% more or less than the quantity ordered; provided that the Customer shall only be obliged to pay the price of the Goods actually delivered.

11. Liability

11.1 Except in the case of a Customer who is dealing as a consumer (within the meaning of the Unfair Contract Terms Act 1977 as amended), all warranties, conditions or other terms implied by statute, common law, trade usage or otherwise are excluded to the fullest extent permitted by law.

11.2 Any claim by the Customer which is based on any defect in the quality or condition of the Goods or their failure to correspond with specification shall be notified to the Company within seven days from the date of delivery or within a reasonable time after discovery of the defect or failure. If no such notification is received, the Customer will not be entitled to reject the Goods and must pay the full price.

11.3 Where any valid claim in respect of any of the Goods is notified to the Company in accordance with these Conditions, the Company shall be entitled to amend or replace the Goods (or the part in question) free of charge or, at the Company’s sole discretion, refund to the Customer the price of the Goods (or a proportionate part of the price), but then the Company shall have no further liability to the Customer.

11.4 Except in the case of death or personal injury caused by the Company’s negligence (which is not limited or excluded by any provisions in these Conditions), the Company shall not be liable under the Contract or otherwise for any consequential loss (including, but not limited to loss of profits or goodwill) or damage (whether caused by negligence of the Company, or employees or agents or otherwise) which arises out of or in connection with the supply of Goods or their use or resale by the Customer, except as expressly provided in these conditions.

11.5 The statutory rights of consumers are not affected.

11.6 The Company shall be under no liability to the Customer in respect of any defect in the Goods arising from any drawing, design, specification, text, artwork or material supplied by the Customer or from any proof approved by the Customer.

12. Ownership of materials and rights therein

12.1 Subject to clause 12.2, materials owned or used by the Company in the production of the Goods (and whether stored electronically or otherwise) shall remain the exclusive property of the Company unless agreement in writing provides otherwise.

12.2 Any materials supplied by the Customer shall remain the Customer’s property.

12.3 Any copyright or other intellectual property rights in any aspects of the Goods created by the Company in performance of the Contract shall vest in and belong absolutely to the Company unless expressly assigned in writing to the Customer by the Company.

13. Customer’s property

13.1 All property supplied to the Company by or on behalf of the Customer shall while it is in possession of the Company or in transit to or from the Customer be deemed to be at the Customer’s risk unless otherwise agreed in writing, and the Customer should insure accordingly.

13.2 The Company shall be entitled to make a reasonable charge for the storage of any Customer’s property left with the Company before receipt of the order or after notification to the Customer of completion of the Goods.

14. Materials supplied by the customer

14.1 The Company may reject any paper, film or other materials supplied or specified by the Customer, which appear to be unsuitable. Additional cost incurred if materials are found to be unsuitable during production may be charged.

14.2 Where materials are supplied or specified by the Customer, the Company will take reasonable care to secure the best results, but the Company shall have no liability or responsibility to the Customer or any third party for imperfect work caused by defects in or unsuitability of materials so supplied or specified.

14.3 Quantities of materials supplied by the Customer shall be adequate to cover normal spoilage.

15. Insolvency

If: –
15.1 The Customer makes any voluntary arrangement with its creditors or becomes subject to an administration order or (being an individual) becomes bankrupt or (being a firm or company) goes into liquidation (otherwise than for the purpose of amalgamation or reconstruction); or

15.2 An encumbrancer takes possession, or a receiver or administrative receiver is appointed, of any property of the Customer; or

15.3 The Customer ceases, or threatens to cease, to carry on business; or

15.4 The Company reasonably apprehends that any of the events mentioned above is about to occur in relation to the Customer and notifies the Customer accordingly then the Company without prejudice to other remedies shall:

15.4.1 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 Company and: -

15.4.2 in respect of all unpaid debts due from the Customer have a general lien on all goods and property in the Company’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 Company thinks fit and to apply the proceeds towards such debts.

16. Illegal matter

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

16.2 Where the Customer has supplied any material, drawing, specification, design, text, artwork, equipment or instruction, the Customer agrees to indemnify and keep indemnified the Company against all demands, claims, damages, charges, liability, costs and expenses which may be incurred or sustained by the Company by reason of or arising out of any third party claims including, but not limited to those relating to the infringement of such third party’s copyright or other intellectual property rights or to any statements made which are alleged to be defamatory.

17. Sub-contracting

The Company reserves the right to sub-contract work at its discretion.

18. Confidentiality

The Company will use its reasonable endeavours to keep all data, artwork and other information supplied by the Customer confidential.

19. Force majeure

The Company 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, 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 Company elect to terminate the Contract and pay for work done and materials used, but subject thereto shall otherwise accept delivery when available.

20. Law

20.1 These Conditions and all other express terms of the Contract shall be governed and construed in accordance with the laws of England, and the parties submit to the non-exclusive jurisdiction of the courts of England and Wales.

20.2 Notwithstanding clause 20.1, if a dispute arises in relation to the Company’s response to a claim made pursuant to clause 11.2 or 11.3 of these Conditions either of the parties may request that the dispute is referred to mediation in accordance with the Centre for Dispute Resolution (CEDR) Model Mediation Procedure. If the parties have not settled the dispute by mediation within [60] days from the initiation of the mediation, or if either party refuses to submit to mediation, the dispute may then be dealt with in accordance with clause 20.1.

21. Rights of Third Parties

No term of this Agreement shall be enforceable under the Contract (Rights of Third Parties Act) 1999 by a third party , but this does not affect any right or remedy of a third party which exists or is available apart from under that Act.

22. Variation

No variation of the Contract or these Conditions shall be valid unless it is in writing and signed by or on behalf of each of the parties.

23. Notices

23.1 Any notice given under the Contract shall be in writing and signed by or on behalf of the party giving it and shall be served by delivering it personally or sending it by pre-paid recorded delivery or registered post to the registered address of the relevant party (or as otherwise notified by that party hereunder). Any such notice shall be deemed to have been received if delivered personally, at the time of delivery and in the case of pre-paid recorded delivery or registered post, 48 hours from the date of posting;

23.1.3 in the case of registered airmail, [five] days from the date of posting.

24. Severance

24.1 If any provision of this Agreement shall be found by any court or administrative body of competent jurisdiction to be invalid or unenforceable, such invalidity or unenforceability shall not affect the other provisions of this Agreement which shall remain in full force and effect.

24.2 If any provision of this Agreement is so found to be invalid or unenforceable but would be valid or enforceable if some part of the provision were deleted, the provision in question shall apply with such modification(s) as may be necessary to make it valid and enforceable.