Terms and Conditions
1. Conditions of Sale
These conditions shall apply to all Contracts between AUBERGINE PRINT LIMITED (hereinafter referred to as the Company) and any person, firm or Company (hereinafter called the Customer’) for the supply of goods or the carrying out of work by the
Company. The Company Contracts upon the terms of these Conditions only and any printed or other Standard Terms emanating from the Customer shall not apply. These Conditions shall not be modified without the written Agreement of the Company and
in order that the Contract shall be a complete statement of the Agreement between the parties with regard to the supply of goods or the carrying out of work by the Company the Customer must ensure that any representation of instruction on which it
wishes to rely has been accepted by the Company in writing..
These conditions shall apply to any contract to the exclusion of any other terms and conditions and shall prevail over any which appear on any purchase order or request given by the customer to the company as being accepted or purported to have been
accepted by the company. If our Conditions of Contract are illegible via fax ore-trail, a copy of the Conditions will be supplied on request by post.
2. Price Variation
Estimates are based on the Company’s current costs of production and, unless otherwise agreed, are subject to amendment on or at anytime after acceptance to meet any rise or fall in such costs. The Company’s statements that its costs have risen o fallen in such circumstances shall be conclusive as to the existence of such a rise or fall. (See also sections 3, 4, 8, 9, 11, 12 and 14 which may all affect price variation)
All Estimates and or Quotations are, unless specifically otherwise provided, exclusive of Value Added Tax and any other statutory charges that may be appropriate The Company reserves the right to change the amount of any Value Added Tax payable whether or not included on the estimate or invoice.
- Any time for performance of the Company’s obligations under the Contract shall be reckoned from the date upon which the Company receives all the necessary information and documentation to enable it to proceed With the supply of goods or the carrying out of work without interruption.
- Although the Company shall endeavour to complete the Contract with any specified delivery time the Customer acknowledges that such delivery time is an estimate only and not a term of the Contract and it is specifically hereby agreed that time for delivery is not of the essence. Delivery of work however shall be accepted when tendered and thereupon, or if earlier upon notification that the work has been completed. Payment shall become due.
- Unless otherwise specified i.e. ex-works, the price is for delivery of the work to the Customer’s address as set out in the estimate. A charge may be made to cover any extra costs involved for delivery to different or multiple addresses or where access or unloading is difficult.
- The Company reserves the right to make scheduled deliveries each of a pad only of the overall amount and value of the goods ordered by the customer in the case of larger production runs, or stored orders, where the entire delivery is not required to meet further processing of the goods by a third party. This scheduling would be subject to agreement with the customer by prior arrangement to the first delivery, and not affecting further costs for processing of the goods by a third party, and where any such liability for those costs, should they be incurred, would not lie with the Company.
- The Company reserves the right to deliver a reasonable tolerance of up to 5% above or below the quantity ordered without ant adjustment in the price, and the quantity so delivered shall be deemed to be the quantity ordered unless specifically agreed in writing prior to the commencement of the contract.
- The Company reserves the right to charge for storage at the current industry weekly rate, if there is a delay or suspension to delivery beyond a reasonable time frame by The Customer.
5. Force Majeure
Any delivery time specified shall be extended by any period or periods during which the manufacture or delivery of the goods or other work by the Company in connection with the Contract is delayed due to forces deemed beyond his reasonable control including fire, explosion, flood, storm, tempest, sabotage, strikes, official and unofficial, riot, invasion, acts of war (whether war be declared or not) shortage of labour, power or materials delayed by the Company’s suppliers, civil commotion, accident, plant breakdown, technical difficulty seizure, other action by or in compliance with an Order of an apparently competent authority and any other event or circumstance beyond the control of the Company. Notwithstanding such delays the Customer shall take and pay for at the rate of the Contract price such of the goods as shall be tendered by the Company and be ready for delivery, but subject thereto shall otherwise accept delivery when available.
6. Damage and Loss Claims
Any damage to or loss of goods in transit, must be reported to the Company in writing within 3 days of receipt of goods by the Customer, and all other claims must be made to the Company in writing within 28 days of delivery. In the absence of such written claim being notified to the Company then it shall not be liable in respect of any claim raised by the Customer. The Company shall not be liable for any loss to the Customer arising from delay in transit not caused by the Company.
7. Property and Risk
- The risk in the goods shall pass to the Customer upon delivery or notification of the availability for delivery or collection in accordance with the Contract In the case of the goods to be delivered to premises other than Mat of the Customer, risk of loss or damage shall also pass to the Customer.
- Until the Company has been paid in full for the supply of goods and the carrying 001 01 work under the Contract.
- The property of the goods shall remain vested in the Company and the Customer shall hold the goods as Bailee only. The Customer shall not sell the goods nor shall the customer part with possession of the goods unless in thelatter event the Company gives express consent in any particular case and if such Consent is given the Customer shall expressly inform the person into whose possession the goods are put, but ownership thereof remains vestedin the Company and that the possessor is to be subject to the like rights in relation to the goods as the Customer.
- The Company shall be entitled to recover possession of goods at any reasonable time and shall be permitted access to the Customers premises for such purposes.
- The Company shall be entitled to require the goods lobe stored separately or clearly marked so as to identify them as the Company’s properly
- The Bailment of the goods to the Customer shall create a fiduciary relationship between the Company and the Customer. If in contravention of the prohibition upon selling the goods the Customer effects a sale the Customer shall account to the Company for the entire sale proceeds in the case of a sale only of the goods; in the case of a sale of the goods with other goods the Customer shall account for such proportion of the total sale process as fairly represents the proportion of the total proceeds represented by the goods or if higher the proportion of the sale proceeds equal to the value of the goods as invoice to the Customer by the Company including any interest accrued due. The monies so becoming payable to the Company shall not be mixed with the Customers own monies, but shall be placed in a separate account and forthwith remitted to the Company.
- Provided that the Company has not previously repossessed the goods the property in the goods shall pass to the Customer upon payment for the goods in full including any interest accrued due.
All new accounts are required to make payment upfront for the first order, this will then activate the account and any future orders will automatically go on account. Our payment terms are 30 days from date of invoice.
If your account goes on hold then all future work will have to be paid for in advance. A £10.00 service fee will be charged to your account for any cheques that are represented or returned by your bank.
Before an invoice can be reissued to a third party, the total invoice amount must be paid in full. Any monies owing at three months or older will be recoverable through legal action. Any court cost will be met by yourselves. All goods remain the property of Aubergine Print Limited until paid for. The amount shown in the amount due is the minimum payment required by Aubergine Print Limited.
Please remember to write your customer account reference on all remittance, e.g.AUBERG01. We can take payment by cheque, bank transfer, credit or debit card.
9. The Company’s liability
- The Company’s liability in respect of the Contract shall he limited to the Contract price for the particular goods and work in respect of which the liability arises. In no circumstances whatsoever shall the Company be liable for indirect loss or damages to the Customer for any loss of profit, consequential loss, loss of anticipated savings or profits or damage or loss of anticipated profits of any Third Party claimed against their Customer.
- The Company shall be entitled, without any liability of whatsoever nature, to cancel any Contract with the Customer at any time should the Company not be able to obtain a Credit Reference in respect of the Customer which of the Company, in its sole absolute discretion, regards as an acceptable credit reference. Following such cancellation the Company shall be entitled to payment for all of its’ works carried out by the Company to the date of such cancellation and if such works only compromise a pad of the Contract then a proportion of part of the Contract price as reflects their worth.
- Without prejudice to other remedies and if in the event of a Customer becoming or appearing to the Company to be about to become Bankrupt or going or appearing to the Company to be about to go into receivership or liquidation suspending payments of debts or making any arrangements with its Creditors or failing to pay in accordance with the terms of the Contract or being in breach of any term of the Contract, the Company shall be entitled to postpone delivery or work (both in respect of the Contract or series of Contracts in question and any other Contract with a Customer) until such payment has been made or other breach rectified and also (onus an alternative) to cancel the Contract and or any such Contracts.
- In the event of cancellation by the Company pursuant to Clause 10, Paragraph 1 of these terms, the Company shall be entitled to charge for and be paid for all work carried out up to the date of cancellation, to recover payment for all deliveries already made (whether or not such payment is otherwise than due) and the cost of materials and labour already expended for the purposes of future deliveries and also to recover from the Customer either (at the Company’s discretion) the sum equivalent to the Company’s loss of profit arising out of the cancellation for the cost of the machine and production time incurred or reserved by the Company at the rate prevailing in the Company at the applicable time.
11. Preliminary Work
Work carried out whether experimental or otherwise at the Customer’s request will be charged at the discretion of the Company. All such preliminary work carried out by the Company remains the Company’s property until paid for in full.
- Proofs of all works shall be submitted on request at time of placing order for the Customers approval and the Company shall incur no liability for any errors not corrected by the Customer in proofs they have submitted in both hard copy or electronically. Corrections including alterations in style and the cost of additional proofs necessitated by such corrections will be charged as extra. (See section 2). In any instance where the Customer waves the requirement to examine and sign the proofs, this indemnifies the Company against any errors in the finished product.
- Due to difference in the equipment, paper, inks and other conditions employed in the production of proofs and that of the final printed product, a reasonable variation between the two processes shall be deemed as acceptable unless otherwise agreed between the two parties in writing. Whilst every effort is made to ensure consistency a 5% colour variation will be deemed acceptable.
13. Standing Material
- Metal, film, glass and other materials owned by the Company and used by them in the production of type, plates, moulds, stereotypes, electrotypes, film-setting, negatives, positives, and the like shall remain his exclusive property. Such items when supplied by the Customer shall remain the Customers property.
- Type may be distributed and lithographic, photogravure or other work effected immediately after the order is executed unless written arrangements are made to the contrary in the latter event rent may be charged.
14. Materials Supplied by the Customer
- 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 Company by or on behalf of the Customer shall, while it is in the possession of the Company or in transit to from the Company, be deemed to be at the Customer’s sole risk. It remains the Customer’s responsibility to maintain a copy of the original electronic file provided by the Customer.
- The Company reserves the right to reject any paper, plates, discs or electronic files or other such materials supplied or specified by the Customer which appear to the Company to be unsuitable. The Company shall be entitled to charge and be paid for any and all additional costs incurred as a result, including the maintenance and re-supply of up-dated electronic files from archive.
- The Company shall have no responsibility for defective work resulting from the use of unsuitable materials or electronic files supplied or specified by the Customer.
15. Periodical Publications
A Contract for the printing of such items may not be terminated unless 13 weeks notice in writing is given in the case of periodicals monthly or more frequently or 26 weeks notices in writing is given in the case of other periodicals by the Customer. The Company shall be entitled to cancel any Contract for the printing of periodical publication upon the giving to the Customer of 4 weeks notice in writing. Nevertheless the Company may terminate any such Contract forthwith should any sum due thereunder remain unpaid.
16. General Lien
Without prejudice to other remedies the Company shall in respect of all unpaid debts due from the Customer have a General Lien on all goods and property in its possession (whether worked on or not) and shall be entitled on the expiration of 14 days notice to the Customer to dispose of such goods or property as it deems fit and to apply any proceeds towards such debts, and when accounting to the Customer for any balance remaining be discharged from all liability in respect of such goods or property.
17. Illegal Matter
The Company shall not be required to print any matter in its opinion is or may be of an illegal, obscene, immoral, improper or libellous nature or otherwise likely to involve the Company in Legal Proceedings of any nature. The Company shall be indemnified by the Customer in respect of any claim and expenses arising out of any libellous matter printed for the Customer or any infringement or any copyright, trademark, patent design or the rights of any third party. This indemnity shall extend to any amounts paid on Legal Advice in settlement of any claim, whether or not the same was comprised in proceedings.
The proper Law of the Contract shall be English Law and any disputes arising thereunder shall be dealt with exclusively by the Courts of England save that the Company shall be entitled to bring the proceedings against the Customer in the Courts of any Jurisdiction where the Customer resides or carries in business.
By agreeing to our Terms and Conditions your order constitutes an offer to us to buy a Product. All orders are subject to acceptance by us and we will confirm acceptance by sending you an email confirming your order (the Order Confirmation). A legally binding contract between us will be formed only when we send you this Order Confirmation. However, you will not have any right to cancel a Contract for the supply of any of the Products because the cancellation rights do not apply to the sale of custom-made articles or goods made to a consumer’s specification. We will carry out all print orders solely on the basis of the print data sent by you. Error-free printing is not guaranteed in the case of differing data formats or other specifications. You must carefully check the print data to determine whether it is suitable for the order before sending it to us. We will not check the print data and the customer alone will bear the risk of any errors in the printed Products owing to incorrect data supplied. At your express request, formats other than those specified in the customer information will be processed, where technically feasible. If errors occur as a result of using these formats, responsibility will be borne by the customer and not by AUBERGINE PRINT LTD. We can convert print data not sent in CMYK mode, but such conversion will be at the customer’s risk. Conversion of RGB data or ICC colour profiles will naturally result in deviations in colour from the original and, again, liability for these deviations will lie solely with the customer. All files must be supplied CMYK any other format may result in incorrect printing.