- are a complete and exclusive statement of the agreementbetween View Creative Limited and the Customer;
- supersede all understandings or prior agreements,whether written or oral, and all representations or othercommunications;
- apply whenever business is conducted between us both;• are written in plain and easy-to-understand English;
should be read using the ordinary everyday meaning;
- should not be construed in any way as to try and give aword, phrase or expression a different meaning to theordinary everyday meaning.
The following words and phrases have special meanings inthese terms:
- “View Creative”, “the Company”, “we”, “us” or “our” refersto View Creative Limited, including any other person orcompany acting as an authorised representative or lawfulagent of View Creative Limited;
- “Customer”, “you” or “your” refers to the person, businessor company from whom orders for work are received andwith whom View Creative Limited enter into a lawfullybinding contract;
- “suitable for the purpose intended” shall include ensuringthat a computer file is of the correct format and correct typefor its intended use. For example, colour bitmap imagesmust be supplied as “cmyk tiffs”, therefore “rgb tiffs” or“jpeg” files are not “suitable for the purpose intended”.
3. HOW CAN THESE TERMS BE VARIED?
Variations to these terms and conditions;
- may only be made if we expressly notify you in writing of avariation to this complete and exclusive agreement;
- shall not apply to any order that is in progress;
- shall not be valid if you submit alternative terms or aproposal to vary these terms in any form (for example, onyour purchase order), nor shall any action by us (includingthe acceptance of an order purporting to be in accordancewith any other terms or conditions) be construed asmeaning that any alternative terms or conditions have beenaccepted.
4. PRICE AND ESTIMATES
- provide you with an estimate of the price to be charged fora particular order if you request one before an order isplaced;
- provide such estimates based on our current costs ofproduction;
- try to ensure that an estimate is valid for 30 days, althoughwe may amend any estimate if it is necessary to do so.
If a price has not been expressly agreed at the time an orderis placed we may charge you as if an estimate had beenprovided and the order accepted on the price contained inthat estimate.
5. VAT AND OTHER TAXES
All estimates given and orders accepted will be on a basisthat excludes Value Added Tax (VAT) or any other taxes,duties or royalties etc. If any such tax, duty or royaltybecomes payable on the sales price, we shall have the rightto charge that amount.
6. PAYMENT TERMS, LATE PAYMENT INTEREST
- pay all amounts by the date they become due;
- not exceed any credit limit that we may apply to youraccount from time to time;
- make regular progress or stage payments on any orderthat takes longer than 28 days to complete. Any workexceeding three months duration will be invoiced “work todate”.
- At our sole discretion, we may insist that you;
- pay a deposit or the full amount when the order is placedor at some time before the goods are delivered or collected;
- make a payment to ensure that you do not exceed anycredit limit that may be applied to your account (which shallinclude orders placed but not yet invoiced).
We understand and will exercise our statutory right to claiminterest and compensation for debt recovery costs under thelate payment legislation if we are not paid according toagreed terms.
We may add a finance charge to the total value of any invoicewhich shall be the amount of late payment interest thatwould accrue should that invoice be paid one month after itsdue date. However, if we do so we shall offer a cash discountof an equal amount to the finance charge if you pay theinvoice within its payment terms.
You shall indemnify us for the costs involved in pursuing anylegal actions against you (including taking the advice of asolicitor or barrister) to recover monies owed by you orfrom any third party who has given a guarantee orindemnity against any amounts owed by you.
7. CANCELLATION OF ORDERS
If you cancel an order after we have commenced work on it,we may charge you the full order value or such loweramount as we may (in our sole discretion) determine.
8. PRELIMINARY WORK
You may request that we carry out some form of preliminarywork before agreeing to place a firm order. All work carriedout at your request, whether experimentally or otherwise,shall at our discretion be charged at our normal rates. Suchwork is chargeable whether or not a prior estimate of theprice of such work was given to you.
9. PRINT-READY FILES
You must ensure that:
- copy or artwork supplied to us as “print-ready” is clear,legible, suitable for its intended purpose and in accordancewith any specification that we may have notified to you;
- computer files supplied to us to be used in the productionof artwork and/or printed work are suitable for the purposefor which they are intended, and that you “pre-flight” andthoroughly check those files to ensure their suitability. Yourlack of knowledge of file types and file formats etc. is notsufficient reason for supplying computer files which are notsuitable for the purpose intended;
- any disks or files supplied are free from computer virusesand you shall ‘virus check’ all files before their supply to us.This applies whether the files are supplied on computer disk,CD Rom, by direct data transfer (such as by ISDN link) or viathe internet. We may charge you for any additional workwhich we deem necessary where copy, artwork or files arenot suitable for the purpose intended, whether supplied tous directly by you or by a third-party on your behalf.
You will indemnify us against:
- the cost of any loss of, damage to, and restoration of any ofour data or computer systems caused by a virus, togetherwith the costs of removing such virus(es);
- any claims, costs and expenses arising from the infectionwith such a virus, including any amounts paid on a lawyer orsolicitor’s advice in the settlement of any claim (includingwith a third party to whom a virus may have spread).
10. PROOFS AND ARTWORK
You are responsible for:
- clearly, concisely, specifically and adequately conveyingyour requirements to us;
- ensuring that any originated artwork is suitable andadequate for your needs and purposes;
- thoroughly, properly and completely checking any prooffor errors or omissions;
- clearly marking any necessary amendments on a proof;
- signing each page of a proof and returning it to us. At yoursole discretion you may waive the right to receive a proof,but if you do so we shall incur no liability whatsoever for anyerrors not corrected prior to printing. After we havesubmitted a proof, we may charge extra if:
- you make significant alterations (other than basiccorrections) or changes to the original concept or design,and these changes necessitate additional work by us;
- you change the style, type or layout if you had previouslyleft it to our judgement and discretion;
- you ask us to supply additional proofs.
11. COPYRIGHT, WORKING MATERIALS AND
- exclusively own the copyright in any artwork produced byus including the copyright in the way in which a work ispresented or designed and in the content material in anywork where that content has been created by us;
- exclusively own all working materials (files, disks, papers,bromides, plates etc.) used to create or maintain work whichwe have undertaken for you;
- unconditionally license you to use, reproduce or reprint adesign or work which we have undertaken for you and forwhich we own the copyright;
- be permitted to use a facsimile or copy of your work in anypromotional material that is produced with the soleintention of furthering our business. Unless you expresslyrequest otherwise, we may include copies of such work withany promotional material
that is distributed to third parties, but we shalt not re-sellyour work.
We shall not:
- own the copyright in the content of any material notcreated by us;
- own the copyright in any proprietary logos, text,illustrations or photographs supplied to us by yourselves orother third-party copyright holders;
- be obliged at any time to give our working materials (files,disks, papers. bromides, plates etc.), or a copy of them toyou;
- be obliged to maintain copies of artwork or work which wehave undertaken for you either in a computerised format orin a hard copy format.
- not use a copyrighted design or work which we haveundertaken for you to produce a new or subsequent issue(or an amended past issue) without our prior writtenpermission;
- be responsible for obtaining all necessary authorities toreproduce pictures, photographs, artwork etc. and you shallindemnify us and our agents from any liability that may arisefrom any claim rising thereof. All property supplied by youto us shall, while it is in our possession or is in transit to orfrom you or your premises, be deemed to be at your risk.This shall include property belonging to a third-party whichyou have loaned to us. Whilst every care is taken, neither usnor our agents can accept any responsibility or liability forloss or damage to artwork, photographs, transparencies etc.
12. ILLEGAL OR UNLAWFUL MATTER
- not be required to print any matter which, in our opinion,is or may be of an illegal or libelous nature, an infringementof the proprietary or other rights of any third party (whetheror not this fact was or is known at the time of acceptance ofthe order), or which may be prejudicial or detrimental to thegood of our business;
- be indemnified by you in respect of any claims, costs andexpenses arising out of any libelous matter or anyinfringement of copyright, patent, design or of any otherproprietary rights contained in any material printed, orwork undertaken, for you. The indemnity shall extend to anyamounts paid on a lawyer or solicitor’s advice in settlementof any claim.
13. COMPANY IMPRINT
We may discreetly append our imprint to any work such thatit shall be inconspicuous in nature, unless you specificallyrequest otherwise. If any work is required by law to carrythe imprint of the printer it shall be for you to make surethat any regulations or requirements are properly and fullymet. You shall indemnify us for any failure to notify us of thisobligation.
- make every endeavour to deliver the correct quantityordered by you, although because of the processes involvedwe may sometimes be unable to supply the exact number ofcopies of any item requested;
- if we are unable to supply the correct quantity ordered byyou, supply no less than 95 per cent of the quantity for workin one ink colour only and 90 per cent for other work;
- deduct an amount from the agreed price in respect of anyshortage, to be calculated in accordance with the methodsemployed to obtain the original order value and taking intoaccount fixed and variable cost elements of that calculation.
15. MATERIALS SUPPLIED BY THE CUSTOMER
If you supply any materials (paper, plates etc.) to be used inthe production process, we shall:
- reject any of those materials supplied or specified by youwhich appear to us to be unsuitable;
- charge for additional costs incurred if materials are foundto be unsuitable during production;
- take every care to secure the best results, butresponsibility will not be accepted for imperfect workcaused by defects in or unsuitability of materials so suppliedor specified.
However, the whole or any part of that additional cost shallnot be charged if it could have been avoided but forunreasonable delay by us in ascertaining the unsuitability ofthe materials. Materials supplied shall be in quantities as weshall agree with you, but must always be adequate to coverboth normal and possible abnormal spoilage during theprinting process. Materials which are not used shall bereturned to you when the job is complete and, wherepossible, shall be in the same state and condition as whenthey were originally supplied to us by you. You shall pay anyadditional carriage charges which we have to incur to returnthose unused materials to you.
16. QUALITY OF WORK
In accordance with the Sale of Goods Act we must supplygoods which are of a “satisfactory quality”. This is defined bythe Act as being a “standard that a reasonable person wouldregard as satisfactory, taking account of the description ofthe goods, the price (if relevant) and all the other relatingcircumstances... the quality of goods includes their state andcondition and the... fitness for all the purposes for whichgoods of the kind in question are commonly supplied (andtheir) appearance and finish...”
- make sure that the work produced by us in general is of astandard which is acceptable to you before you enter intoany contract with us;
- ask to be given samples of similar work produced by usand materials used to help you assure yourself of thestandard of our work;
- not reject any work because, in your opinion or in theopinion of another third party, the standard of our workproduced may not be similar to that of any other particularprinter;
- not reject goods in cases where you have supplied copy,artwork or computer files which were not “suitable for thepurpose intended” and where we did not realise that thosefiles were not suitable before the printing or production ofthe goods;
- be entitled to reject any work that is clearly defective, sub-standard and which does not comply with the requirementsof the Sale of Goods Act as regards the description and thequality or fitness of those goods, although you shall notreject goods in any instance where the goods are not of a“satisfactory quality”, when that failure is so slight that it isnot reasonable to reject them.
The use by you of any of the goods or work supplied, or anypart of those goods or work, shall constitute your fullacceptance of the goods or work. You may not then rejectthose goods at a later date, and anyearlier rejection shall be deemed to have been withdrawn.
17. DELIVERY OR COLLECTION OF GOODS
If we are required to deliver goods we shall:
- do so within a reasonable time after the work is completed;
- reasonably ensure that the carrier, the method of carriageand how the goods are prepared or packaged for carriageare suitable such that the goods shall not be lost or damagedin transit.
If we are required to deliver goods you shall:
- accept delivery of goods when tendered;
- be charged for that delivery unless the price agreed for thework includes delivery charges, although you shall always becharged extra for expedited delivery;
- ensure that the goods are adequately insured duringtransit, although if you so desire we will arrange suchinsurance with the carrier on your behalf but in doing so wewill be deemed to be acting as your agent;
- indemnify us for any loss as a result of any failure of you totake delivery when tendered (this does not affect our rightwhere your neglect or refusal to take delivery of the goodsamounts to a repudiation of the contract).
For the purposes of the Sale of Goods Act:
- carriage arranged by us shall be on your behalf anddelivery to you is deemed to have been made (for thepurposes of the Act) when we give the goods to a carrier;
- the place of delivery shall be our premises at which thefinished goods are made ready for collection or dispatch. If we are not required to deliver goods, you shall collect thegoods from our premises upon notification that they arecomplete.
In some cases, it may be necessary for us to make the goodsavailable for collection or delivery in instalments, and youshall accept the goods in such instalments when tendered.
We shall not be liable for any loss (whether actual orconsequential) arising from delay in the performance of anyorder or of finished goods in transit. Time shall not be theessence of any order. We shall also not be liable for any lossof profit, indirect, special or consequential loss or damage,cost, expenses or other claims for compensation whatsoever(whether cause by our negligence, our employees orotherwise) which arise out of or in connection with thesupply of goods or their use for resale by you.
19. CLAIMS AND QUERIES
All claims and queries/defects:
- regarding the goods supplied (including shortages, errorsetc.) must be made by you in writing and submitted to uswithin three working days of the date of delivery orcollection. If you do not notify us accordingly you shall notbe entitled to reject the goods and we shall have no liabilityfor any defects and you shall be bound to pay for the goodsin full.
- regarding an invoice must be made by you within tenworking days of invoice date, and queries regarding non-delivery must be made by you within five working days ofthe invoice date;
- will not normally be entertained unless they are madewithin these time limits;
- may only be made outside these time limits in instanceswhere it is not possible for you to comply with the noticerequirements provided that advice (where required) is givento us and the claim is made as soon as reasonably possible.The inability to check the goods supplied by reason of lackor insufficient manpower or suitably qualified or authorisedpersonnel within your organisation is not a valid reason notto comply with these time limits.
If you have the right to reject any goods:
- you must firstly obtain our consent and then return thosegoods in their entirety to us at your expense within 7 days;
- returning goods without consent shall in no way extinguishor reduce your liability to us for full payment of the goodsand for late payment interest.
We shall not be liable in respect of any claim unless thenotification requirements above have been complied with.
20. RESERVATION OF TITLE
Title on any goods supplied shall only pass to you when paidfor in full, taking into account any interest relating to latepayment. Until title to the goods passes, you shall:
- keep the goods secure, in good condition and adequatelyinsured;
- not use the goods supplied to form part of, or be used inthe manufacture of, any other product not specified by us inwriting;
- keep the goods separately in such a way that they maybeidentified or retrieved.
If you subsequently sell the goods:
- you will be acting as our agent subject to these Terms andConditions;
- we shall have a lien over the money(s) resulting from suchsale;
- you shall indemnify us from any costs or expenses arisingfrom the sale, and we shall in no way whatsoever bear anyliability from the sale.
21. COLOUR REPRODUCTION
- make every effort to obtain the best possible colourreproduction on your work given the limitations of theproduction process;
- not guarantee an exact match in colour or texture betweenyour original colour photograph, artwork, transparency orprevious printed work and the final printed article becauseof the processes involved.
- ensure that colour photograph(s), artwork ortransparency(ies) etc. that are submitted are suitable for thework in hand as we cannot accept any liability forunsatisfactory results caused by unsuitable or inferiorphotographic originals;
- order a lithographic colour proof, in writing, when placingan order if you require colour reproduction of a specificstandard;
- inform us in writing if you wish to check the colourreproduction prior to printing, but this will be charged as anextra.
22. FORCE MAJEURE
We shall be under no liability if we are unable to carry outany provision of a contract for any reason beyond ourcontrol, including (without limiting the foregoing); acts ofGod, legislation, war, fire, flood, draught, failure of powersupply, mechanical breakdown, lock out, strike or otheraction taken by employees in contemplation or furtheranceof a dispute, or an inability to procure materials required forthe performance of the contract. During the continuance ofsuch a contingency, you may by written notice elect toterminate the contract but you shall pay for work done andmaterials used or specially purchased, but subject theretoshall otherwise accept delivery if and when available.
23. INSOLVENCY OF CUSTOMER
Without prejudice to other remedies, we shall have the rightnot to proceed further with any order and be entitled tocharge for work already carried out (whether completed ornot) and materials purchased for you if:
- you cease to pay your debts in the ordinary course ofbusiness or cannot pay your debts as they become due; or
- being a company, you are deemed to be unable to pay yourdebts, or have an administration order or a winding-uppetition issued against you; or
- being an individual, partnership or unincorporated body,you commit an act of bankruptcy or have a bankruptcypetition issued against you.
This charge shall be an immediate debt due to us.
24. APPLICABLE LAW
These Terms and Conditions and any orders placed shall bemade in, governed by, and construed in accordance withthe Law of England.
2019, View Creative Ltd.