In these Terms and Conditions, the following words shall have the following meanings:
‘Agreement’ means the agreement containing these Terms and Conditions;
‘the Client’ means you;
‘Materials’ means the copy, artwork, layouts, designs, paper, printed material or electronics files that are supplied by the Client (or on the Client’s behalf) to the Printer and which are to be used by the Printer to provide the Printing Services or are to be the subject of the Printing Services;
‘Parties’ means the Printer and the Client, and ‘Party’ shall mean either one of them;
‘Printed Material’ means the product of the Printing Services;
‘the Printer’ means Henderson Print Limited incorporating Dargan Press; and
‘Printing Services’ means the provision of typesetting, artwork, page layout, reproduction, printing and print finishing services by the Printer to the Client as specified in an estimate or as agreed by the Parties but excludes the design, print work or supply of any and all stationery, invitations or material of whatever nature relating to weddings, civil partnerships, baptisms, Christenings or other such events.
Where an estimate is provided by the Printer for the provision of Printing Services, and that estimate is used as, or forms, the basis of an order placed by the Client, the Printer may vary the amount the Printer charges the Client as against the estimate if on sight by the Printer of any Materials:
There is a difference between what is specified in the estimate and the Materials provided, or
What is ordered is different to what is stated in the estimate, and the Printer shall be entitled to amend (upwards or downwards) any prices or costs provided in the estimate to reflect the costs of production and raw materials which are to be used in the provision of the Printing Services after the date of the Client’s order.
Any prices or costs stated in any estimate(s) provided to the Client shall remain valid for a period of 30 days from the date of the estimate.
After the Client places an order, a binding contract shall only come into effect when the Printer notifies the Client in writing or by e-mail that it accepts that order and these Terms and Conditions shall apply.
The Printer shall use reasonable endeavours to complete the Printing Services by the date specified in the estimate or order or the date(s) agreed by the Parties. Time shall not be of the essence for:
Any dates or times when Printing Services are due to be performed; or
The length of time that any part of the Printing Services will take to perform as stated in this Agreement, any estimate, any order, or as agreed by the Parties; or
Any date or time any of the Printing Services will be completed by as stated in this Agreement, any estimate, any order, or as agreed by the Parties.
The Client shall pay for all Printing Services or other work or services provided by the Printer to the Client even though not contained or stated in an estimate or an order, including, but not be limited to:
Any Printing Services, work or services provided:
(a) on an experimental, testing or evaluative basis;
(b) in connection with correcting, amending or redoing any Materials and necessary or required in order to provide the Printing Services in accordance with an estimate or order; or
alterations, amendments or corrections made or requested to be made by the Client including after the receipt of proofs by the client.
Where the Client allows the Printer to propose, decide or use its judgment as to design, layout, type style, typeface, style etc of any material then, if the Client wishes to make any changes, alterations or amendments, the Client shall pay for such changes, alterations or amendments.
Where Materials are provided which are to be used as the subject matter of the Printing Services or to become Printed Material, the Client shall provide sufficient Materials to cover spoilage, set-up etc in order to achieve the number of copies of Printed Material specified in an estimate or order (subject always to the provisions of clause 5).
In the event that any payment is made by the Client to the Printer prior to the Printer notifying the Client that it has accepted the order and a binding contract has been formed pursuant to clause 3.1 above, receipt by the Printer of any such payment shall not constitute a binding contract coming into effect. In the event that the Printer opts not to accept an order after payment has been made by the Client and has been received by the Printer, any such payment shall be refunded by the Printer to the Client as soon as reasonably practicable thereafter.
Where the Printer supplies proofs to the Client the Client shall be responsible for checking whether the proofs are in accordance with the specification set out in the estimate or as agreed by the Parties for the provision of the Printing Services or as otherwise agreed by the Printer and the Client. The Client shall approve the proofs and after approval, any remaining errors, whether in: 4.1.1 the content or Materials provided by the Client; 4.1.2 the design or layout created, made or carried out by the Printer; or 4.1.3 the application of the agreed specification for the provision of the Printing Services (relating to such matters for example as the colours to be used, size, position, folding etc), shall be the responsibility of the Client and not the Printer. The Printer shall be entitled to use the approved proof as the basis for carrying out the remainder of the Printing Services.
The Client acknowledges and accepts that:
The colours used in a proof will not necessarily match those in the Printed Material; and
Such differences are caused by the use of different equipment, inks, paper and other factors in the proofing process compared to those used in producing the Printed Material.
The Printer shall use reasonable endeavours to print the number of copies of the Printed Material set out in an estimate or an order made by the Client or otherwise agreed by the Parties.
The risk in the Printed Material shall pass to the Client on the date the Printed Material is delivered to the Client.
The property in the Printed Material shall not pass to the Client until the Printer has received the payment of all sums owing concerning the Printed Material in full (and any other sums that are due or wing to the Printer), whether or not delivery has been made. For the purposes of this clause 6.2, ‘received’ means cleared funds in a bank account of the Printer.
The Client acknowledges and agrees that:
The Printer has given the Client a reasonable opportunity to inspect the Printed Material;
The Client has inspected the Printed Material;
The Client has satisfied itself as to the condition of the Printed Material;
The Printer has not given any warranty or condition as to the quality or fitness for any purpose of the Printed Material;
All conditions or warranties, expressed or implied (whether by statute or otherwise), (or any information contained in the Materials) are expressly excluded; and
Delivery of the Printed Material to the Client shall be conclusive evidence that the Client has examined the Printed Material and that the Printed Material is in conformity with the contract description, in good order and condition, of satisfactory quality and fit for any purpose for which it may be required.
If in the opinion of the Printer, the Printer considers that any Materials provided to the Printer by or on behalf of the Client:
Contain, express or indicate illegal racist or otherwise discriminatory opinions;
Contain any designs, images, graphics or photographs which are illegally racist or otherwise discriminatory;
Are illegal or contain illegal content;
Are sexually explicit or are, in the opinion of the Printer, likely to cause offence;
Infringe or breach the intellectual property rights of a third party; or
Are used outside the provisions of any licence that the Client or the Printer may have to use those Materials, then the Printer shall not be required to supply any Printing Services in relation to such Materials or any Printed Material based on them.
The right not to provide any Printing Services shall also apply where carrying them out would involve the creation, design, layout, production or reproduction of copy, designs, artwork or images (in any format) which fall into one of the categories set out in clauses 8.1.1 to 8.1.7.
If the Client provides Materials to the Printer by electronic means (‘Electronic Files’), the Printer shall not be responsible for checking:
(where the Materials consist of copy) the accuracy of the content, including but not limited to checking whether the copy is spelt correctly, is grammatically correct, or formatted in accordance with any specification, layout or design or in accordance with any estimate or order;
(where the Materials consist of artwork or layouts) whether the artwork or layouts are positioned correctly on a page or in accordance with any instructions as to how the artwork or layout are to be reproduced or printed; or
(where Materials are supplied as a file ready for reproduction (and then for the production of Printed Material)) any of the contents, layout or commands, markings, formatting or other matters.
For Materials submitted as Electronic Files:
The Client acknowledges and agrees that:
(a) the devices on which Electronic Files are stored (or on which they are submitted by the Client), and/or
(b) the communication methods used by the Client to transmit the Electronic Files to the Printer, may be subject to corruption or alteration which is not within the reasonable control or reasonable knowledge of the Printer;
The Client shall keep one or more copies as backup;
The Client shall make available copies of the Electronic Files at dates and times that the Printer reasonably requires; and
The Client shall submit Electronic Files in the software programme, version and format the Printer specifies as set out on the Henderson Print Limited website, www.henderson-print.com
Where the Client wishes to provide copy, artwork, layouts or files ready for reproduction without further intervention by the Printer other than preparation to produce the Printed Material, the Printer shall be entitled to assume that the Materials are in the Supported Format.
Unless the Parties agree, or the estimate or order requires otherwise, the Printer shall provide the Printing Services in such places and locations as the Printer considers appropriate to the type and nature of the requirement of the Client. For the avoidance of doubt, the performance of the Printing Services shall not require attendance at the Client’s premises or face-to-face meetings with the Client.
The Client shall pay for the Printing Services within 30 days of the date of the Printer’s invoice in respect of Printing Services specified in the invoice or upon delivery/collection of the Printed Material unless otherwise agreed.
All amounts stated are exclusive of VAT and any other applicable taxes, which shall be charged in addition at the rate in force at the time the Client is required to make payment, where VAT is applicable.
If the Client does not make a payment by any due date or the date stated in an invoice or as otherwise provided for in this Agreement then the Printer shall be entitled to:
Charge interest on the outstanding amount at the rate of 5% a year above the base lending rate of Danske Bank Limited, accruing daily;
Require the Client to pay in advance for any Printing Services (or any part of them) which have not yet been performed; and
Not perform any further Printing Services (or any part of them).
When making a payment the Client shall quote all relevant reference numbers and the invoice number.
The Printer is permitted to use other persons to provide some or all of the Services without notifying or seeking the prior approval of the Client.
The Printer shall be responsible for the work of a sub-contractor to the same standard as stated in this Agreement or as agreed by the Parties. However, the Parties acknowledge and agree that some sub-contractors have their own terms and conditions on which the sub-contractor trades and which are more restrictive than those in this Agreement. For example, without limiting the generality of the foregoing, a sub-contractor may have more restrictive wording as to the standard they will reach in work they perform (as to timing or quality), what is to happen if that standard is not reached or met, issues concerning the restriction and exclusion of liability, and so on). Where the terms and conditions of a sub-contractor or more restrictive or exclusory then the provisions of this Agreement, the Parties agree that for work provided by a sub-contractor will be governed by the terms and conditions of the sub-contractor rather than the provisions of this Agreement.
The Printer warrants that it will use reasonable care and skill in performing the Printing Services.
If the Printer performs the Printing Services (or any part of the Printing Services) negligently or materially in breach of this Agreement then if requested by the Client, the Printer will re-perform the relevant part of the Printing Services. The Client’s request must be made within 7 days of the date the Printer completed performing the Printing Services.
The Printer provides no warranty that any result or objective can be or will be achieve or attained at all or by a given date for the completion of the performance of the Services or any other date, whether stated in this Agreement or elsewhere.
Except in the case of death or personal injury caused by the Printer’s negligence, the liability of the Printer under or in connection with this Agreement whether arising in contract, tort, negligence, breach of statutory duty or otherwise howsoever shall not exceed the Fee(s) paid by the Client to the Printer under this Agreement. The provisions of this clause 14.4 shall not apply to clause 14.6.
Neither Party shall be liable to the other Party in contract, tort, negligence, breach of statutory duty or otherwise for any loss, damage, costs or expenses of any nature whatsoever incurred or suffered by that other Party of an indirect or consequential nature including without limitation any economic loss or other loss of turnover, profits, business or goodwill. The provisions of this clause 14.5 shall not apply to clause 14.6.
The Client shall indemnify and hold harmless the Printer from and against all Claims and Losses arising from loss, damage, liability, injury to the Printer, its employees and third parties, infringement of third party intellectual property, or third party losses or liability by reason of the provision Printing Services or supply of Printed Material which falls into one or more of the categories in clauses 8.1.1 to 8.1.7 or arising out of any information supplied to the Client by the Printer, its employees or printers, or supplied to the Printer by the Client within or without the scope of this Agreement. ‘Claims’ shall mean all demands, claims, proceedings, penalties, fines and liability (whether criminal or civil, in contract, tort or otherwise); and ‘Losses’ shall mean all losses including without limitation financial losses, damages, legal costs and other expenses of any nature whatsoever.
Each of the Parties acknowledges that, in entering into this Agreement, it does not do so in reliance on any representation, warranty or other provision except as expressly provided in this Agreement, and any conditions, warranties or other terms implied by statute or common law are excluded from this Agreement to the fullest extent permitted by law. Nothing in this Agreement excludes liability for fraud.
The Client may terminate any contract for Printing Services by giving written notice to the Printer at any time, but any amounts paid by the Client to the Printer shall not be refundable.
Without prejudice to the other remedies or rights a Party may have, either Party may terminate this Agreement, at any time, on written notice to the other Party (‘Other Party’): 14.2.1 if the Other Party is in material breach of its obligations under this Agreement and, if the breach is capable of remedy within 7 days, the breach is not remedied within 7 days of the Other Party receiving notice which specifies the breach and requiring the breach to be remedied; or 14.2.2 if the Other Party becomes insolvent or if an order is made or a resolution is passed for the bankruptcy or winding up of the Other Party (other than voluntarily for the purpose of solvent amalgamation or reconstruction), or if an administrator, administrative receiver, trustee in bankruptcy or receiver is appointed in respect of the whole or any part of the Other Party’s assets or business, or if the Other Party makes any composition with its creditors or takes or suffers any similar or analogous action in consequence of debt, the notice shall take effect as specified in the notice.
On termination of this Agreement the Client shall pay for all Printing Services provided up to the date of termination, and for all expenditure falling due for payment after the date of termination from commitments reasonably and necessarily incurred by the Printer for the performance of the Services prior to the date of termination.
15.1 - Force Majeure
Neither Party shall have any liability under or be deemed to be in breach of this Agreement for any delays or failures in performance of this Agreement that result from circumstances beyond the reasonable control of that Party. The Party affected by such circumstances shall promptly notify the other Party in writing or by email when such circumstances cause a delay or failure in performance and when they cease to do so. If such circumstances exist for a continuous period of more than 6 months, either Party may terminate this Agreement by written notice to the other Party.
15.2 - Amendments
This Agreement may only be amended in writing or by email signed by duly authorised representatives of the Parties.
15.3 - Assignment
Subject to the following sentence, neither Party may assign, delegate, mortgage, charge or otherwise transfer any or all of its rights and obligations under this Agreement without the prior written agreement of the other Party. A Party may, however, assign and transfer all its rights and obligations under this Agreement to any person to whom it transfers all of its business, provided that the assignee undertakes in writing to the other Party to be bound by the obligations of the assignor under this Agreement.
15.4 - Entire agreement
This Agreement contains the whole agreement between the Parties and supersedes and replaces any prior written or oral agreements, representations or understandings between them. The Parties confirm that they have not entered into this Agreement on the basis of any representation that is not expressly incorporated into this Agreement. Nothing in this Agreement excludes liability for fraud.
15.5 - Waiver
No failure or delay by the Printer in exercising any right, power or privilege under this Agreement shall impair the same or operate as a waiver of the same nor shall any single or partial exercise of any right, power or privilege preclude any further exercise of the same or the exercise of any other right, power or privilege. The rights and remedies provided in this Agreement are cumulative and not exclusive of any rights and remedies provided by law.
15.6 - Agency, partnership etc
This Agreement shall not constitute or imply any partnership, joint venture, agency, fiduciary relationship or other relationship between the Parties other than the contractual relationship expressly provided for in this Agreement. Neither Party shall have, nor represent that it has, any authority to make any commitments on the other Party’s behalf.
15.7 - Further assurance
Each Party to this Agreement shall at the request and expense of the other or any of them execute and do any deeds and other things reasonably necessary to carry out the provisions of this Agreement or to make it easier to enforce.
15.8 - Severance
If any provision of this Agreement is prohibited by law or judged by a court to be unlawful, void or unenforceable, the provision shall, to the extent required, be severed from this Agreement and rendered ineffective as far as possible without modifying the remaining provisions of this Agreement, and shall not in any way affect any other circumstances of or the validity or enforcement of this Agreement.
15.9 - Announcements
No Party shall issue or make any public announcement or disclose any information regarding this Agreement unless prior to such public announcement or disclosure it furnishes all the Parties with a copy of such announcement or information and obtains the approval of such persons to its terms. However, no Party shall be prohibited from issuing or making any such public announcement or disclosing such information if it is necessary to do so to comply with any applicable law or the regulations of a recognised stock exchange.
15.10 - Interpretation
In this Agreement unless the context otherwise requires:
Words importing any gender include every gender;
Words importing the singular number include the plural number and vice versa;
Words importing persons include firms, companies and corporations and vice versa;
References to numbered clauses and schedules are references to the relevant clause in or schedule to this Agreement;
Reference in any schedule to this Agreement to numbered paragraphs relate to the numbered paragraphs of that schedule;
Any obligation on any Party not to do or omit to do anything is to include an obligation not to allow that thing to be done or omitted to be done;
The headings to the clauses, schedules and paragraphs of this Agreement are not to affect the interpretation;
Any reference to an enactment includes reference to that enactment as amended or replaced from time to time and to any subordinate legislation or byelaw made under that enactment;
Where the word ‘including’ is used in this Agreement, it shall be understood as meaning ‘including without limitation’; and
Where the phrase is to a ‘private limited company’ it shall be understood as including a limited liability partnership.
15.11 - Notices
Any notice to be given under this Agreement shall be in writing and shall be sent by first class mail or air mail, or by fax or email (confirmed by first class mail or air mail), to the address or email address of the relevant Party provided when the order of the Client is accepted by the Printer and a binding contract is formed, or to the relevant fax number, or such other address or fax number as that Party may from time to time notify to the other Party in accordance with this clause 16.11.
Notices sent as above shall be deemed to have been received 3 working days after the day of posting (in the case of inland first class mail), or 7 working days after the date of posting (in the case of air mail), or on the next working day after transmission (in the case of fax messages, but only if a transmission report is generated by the sender’s fax machine recording a message from the recipient’s fax machine, confirming that the fax was sent to the number indicated above and confirming that all pages were successfully transmitted), or on the next working day after sending (in the case of email).
In proving the giving of a notice it shall be sufficient to prove that the notice was left, or that the envelope containing the notice was properly addressed and posted, or that the applicable means of telecommunication was addressed and despatched and despatch of the transmission was confirmed and/or acknowledged as the case may be.
Law and jurisdiction The validity, construction and performance of this Agreement shall be governed by law of Northern Ireland and shall be subject to the exclusive jurisdiction of the courts of Northern Ireland to which the Parties submit.
Third parties For the purposes of the Contracts (Rights of Third Parties) Act 1999 and notwithstanding any other provision of this Agreement this Agreement is not intended to, and does not, give any person who is not a party to it any right to enforce any of its provisions.