Terms and Conditions

CONDITIONS OF CONTRACT OF EMERGE SECURE LTD.
(hereinafter called “the printer”)

1. Contract

1.1 All quotations and tenders are given and contracts are made by the printer subject to and only upon these terms and conditions and unless previously agreed in writing by an authorised officer of the printer no verbal written or other addition hereto or variation hereof shall be effective, and these terms and conditions supersede and shall prevail over and exclude any other terms and conditions appearing elsewhere including any terms or conditions of the customer and any course of dealing established between the printer and the customer.

1.2 Tenders and quotations may be withdrawn or varied by the printer at any time and unless otherwise specified shall be deemed to be withdrawn automatically at the expiry of 10 days from their date of issue. No binding contract will in any case arise until the customer’s order is accepted in writing by the printer.

2. Price variation

2.1 Estimates are based on the printer’s current costs of production and, unless otherwise agreed, are subject to amendment on or at any time after acceptance to meet any rise or fall in such costs.

2.2 Unless otherwise agreed in writing between the printer and the customer the contract price is based on the assumption that the goods will be supplied in one batch and to the customer’s address as set out in any estimate and accordingly the printer may, at its discretion at any time increase the contract price to take account of any additional costs to the printer (including but not limited to storage and delivery costs) by reason of the supply of the goods in more than one batch or to a different address.

2.3 Without prejudice to any other remedy which the printer may have in the event of the customer cancelling the contract the printer shall be entitled to charge the customer for all expenses incurred by the printer in respect of such contract to the date of cancellation and any loss of profit arising by reason of the cancellation of such contract.

3. Tax

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

4. Preliminary work

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

5. Copy

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

6. Proofs

Proofs of all work may be submitted for customer’s approval and the printer 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. When style, type or layout is left to the printer’s judgement, changes therefrom made by the customer shall be charged extra.

7. Delivery

7.1 The printer shall take reasonable steps to execute the contract within any quoted period but such time is not guaranteed, nor deemed to be of the essence of the contract. The estimated time for despatch or delivery shall be extended by a reasonable period if there is any delay caused by industrial dispute or by any cause beyond the reasonable control of the printer. If a shorter delivery period is agreed than any quoted period an additional charge may be made reflecting any overtime or additional costs involved.

7.2 If work is suspended at the request of or delayed through default of the customer the printer shall be entitled to payment for work already carried out, materials specially ordered and other additional costs including storage.

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

8. Delivery Risk and Passing of Property

8.1 Goods shall be at the customer’s risk from the moment of delivery, whether or not property in the goods has passed or payment or part payment made therefore, and thereafter the customer shall be responsible for insuring the goods.

8.2 Property in the goods and in all goods supplied or to be supplied by the printer to the customer shall not pass to the customer until the full amount due hereunder has been paid to the printer or until the customer resells the goods pursuant to Clause 8.4. So long as property in the goods shall remain with the printer the goods shall be set aside from the customer’s general stock of goods and shall be marked with an indication that they remain the property of the printer.

8.3 Where property remains with the printer after delivery, the customer may use the goods in the processing or manufacture of other items. Property in the items so created shall immediately upon creation be with the printer and the items shall be held by the customer in a fiduciary capacity for the printer unless and until the full amount hereunder has been paid to the printer.

8.4 Where property remains with the printer after delivery of the goods (or upon the creation of other items) the customer shall be entitled to sell the goods (or such other items) in the ordinary course of business (and for such purpose property in the goods or such other items shall pass to the customer immediately prior to any such sale) provided that all sums due to or received by the customer in respect of any such sale shall be held by the customer in a fiduciary capacity for the printer unless and until the full amount payable hereunder has been paid to the printer.

8.5 In the event of the customer becoming insolvent the right to resell the goods shall be suspended and the printer by its servants or agents may enter upon the premises of the customer to recover any goods as yet unsold by the customer.

9. Variations in quantity

Every endeavour will be made to deliver the correct quantity ordered, but estimates are conditional upon margins of 5 per cent for singlepart or oneprocess work not requiring special papers or special features and 10 per cent for other work being allowed for overs or shortage (4 per cent and 8 per cent respectively for quantities exceeding 50,000) the same to be charged or deducted.

10. Claims

Advice of damage, delay or partial loss of goods in transit or of nondelivery must be given in writing to the printer and the carrier within three clear days of delivery (or, in the case of nondelivery, within 28 days of despatch of the goods) and any claim in respect thereof must be made in writing to the printer and the carrier within seven clear days of delivery (or, in the case of nondelivery, within 42 days of despatch). All other claims must be made in writing to the printer within 28 days of delivery. The printer shall not be liable in respect of any claim unless the aforementioned requirements have been complied with except in any particular case where the customer proves that (i) it was not possible to comply with the requirements and (ii) advice (where required) was given and the claim made as soon as reasonably possible.

11. Liability

11.1 The printer shall not be liable for any loss to the customer arising from delay in transit not caused by the printer.

11.2 All express or implied warranties or conditions statutory or otherwise as to the quality or fitness for any particular purpose of the goods except to the extent that this provision is held to be unenforceable under or by virtue of any provision contained in the Sale of Goods Act, 1979 or the Unfair Contract Terms Act, 1977 or the Supply of Goods and Services Act, 1982 or any statutory modification or reenactment thereof for the time being in force, are hereby expressly excluded.

11.3 The printer shall not be liable in any circumstances whatsoever, whether in contract, tort or otherwise, for loss of anticipated profits or revenue or contracts or for any other indirect or consequential loss or damage arising from any cause whatsoever.

11.4 All goods supplied but not manufactured by the printer are sold subject to the conditions of sale of the manufacturer thereof and the sole liability of the printer in respect thereof shall be to give to the customer such benefits as the printer shall receive under any contract which the printer has with such manufacturer. In the event of any failure by such manufacturer for whatever reason to meet such liability which may arise by reason of any defect in such goods, the printer shall be under no liability to the customer in respect of such defect.

11.5 If the customer wishes to rely upon any representations made by or on behalf of the printer but not expressly embodied in any tender, quotation or contract to which these Conditions apply, the customer shall give the printer written notice of such reliance before the printer incurs any obligation consequent upon such representation and shall not otherwise be entitled to rely upon such representation.

11.6 The printer shall not be liable in respect of any damage or deterioration of the goods during storage after delivery of the goods in accordance with the contract unless the recommended storage conditions set out in the Annex hereto have been strictly adhered to.

12. Standing material

12.1 Metal, film, glass, tapes, disks and other materials owned by the printer and used by him in the production of type, plates, moulds, stereotypes, electrotypes, filmsetting, negatives, positives and the like shall remain his exclusive property. Such items when supplied by the customer shall remain the customer’s property.

12.2 Type may be distributed and lithographic, photogravure or other work effaced immediately after the order is executed unless written arrangements are made to the contrary. In the latter event, rent may be charged.

13. Customer’s property

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

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

14. Materials supplied by the customer

14.1 The printer may reject any paper, plates or other materials supplied or specified by the customer which appear to him to be unsuitable. Additional costs incurred if materials are found to be unsuitable during production may be charged except that if the whole or any part of such additional cost could have been avoided but for unreasonable delay by the printer in ascertaining the unsuitability of the materials then that amount shall not be charged to the customer.

14.2 Where materials are so supplied or specified, the printer will take every care to secure the best results, but responsibility will not be accepted for imperfect work caused by defects in or unsuitability of materials so supplied or specified.

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

15. Specifications

The customer shall be responsible for ensuring that any artwork, sketches, tapes, disks, specifications, descriptions or information or other instructions supplied by the customer or by any agent or representative of the customer in connection with the manufacture or sale of any goods are accurate, unambiguous and clearly legible and meet the customer’s requirements, and the customer shall indemnify and hold the printer harmless in respect of any liability, loss, injury, damage, demand, cost, charge or expense which may be incurred or sustained by the printer by reason of or arising directly or indirectly out of any claim in respect of any inaccuracy ambiguity or illegibility in respect of any such artwork, sketches, specifications, descriptions or information or otherwise in relation thereto.

16. Illustrations

Any samples, illustrations or descriptive material made available by the printer including artwork and specifications or weight capacity or dimensions shall not form part of the contract but shall be treated as approximate only unless specifically stated otherwise. All documents containing such illustrative or descriptive material (as well as the copyright therein) shall remain the exclusive property of the printer and must not be copied or loaned or transferred.

17. Insolvency or Default

If the customer shall make default in or commit any breach of any of its obligations to the printer (including but not limited to any failure to make payment on the Due Date of the contract price or of any interim payment or other sum payable by the customer to the printer) or if any distress or execution shall be levied upon the customer or if the customer shall offer to make any arrangement with creditors or commit any act of bankruptcy or if any petition in bankruptcy shall be presented against it or if the customer is a limited company any resolution or petition to wind up the customer (other than for the purposes of amalgamation or reconstruction which becomes effective) shall be passed or presented or if a Receiver shall be appointed over the whole or any part of the assets of the customer then all sums outstanding in respect of any goods supplied under any contracts made from time to time between the customer (or any subsidiary parent or associated company of the customer) and the printer shall be immediately payable to the printer and the printer shall have the right by notice in writing given to the customer to suspend forthwith the manufacture, delivery or supply of any further goods and to determine any unexecuted contract with the customer, without prejudice to any other remedy which the printer may have.

18. Payment

18.1 Payment shall be made at the time of placing the order unless special agreement is arranged. All payments shall be made in full without deduction in respect of any setoff or counterclaim.

18.2 If payment of any sum payable to the printer is not made on or before the Due Date the printer shall be entitled to charge interest thereafter on such sum at the rate of 4 per cent. per annum above the current base rate of Lloyds Bank plc such interest being deemed to accrue from day to day and being compounded on the last day of each calendar month.

18.3 The contract price shall be payable by the customer notwithstanding any adjustments or corrections of defects which may be required to the goods.

19. Foreign Provisions

Unless otherwise specifically agreed, goods shall not be required to comply with any direction, regulation, provision or standards set of any foreign law or body or organisation.

20. Illegal matter

20.1 The printer shall not be required to print any matter which in his opinion is or may be of an illegal or libellous nature or an infringement of the proprietary or other rights of any third party.

20.2 The printer shall be indemnified by the customer in respect of any claims, costs and expenses arising out of any libellous matter or any infringement of copyright, patent, design or of any other proprietary or personal rights contained in any material printed for the customer. The indemnity shall extend to any amounts paid on a lawyer’s advice in settlement of any claim.

21. Periodical publications

A contract for the printing of a periodical publication may not be terminated by either party unless 13 weeks’ notice in writing is given in the case of periodicals produced monthly or more frequently or 26 weeks’ notice in writing is given in the case of other periodicals. Notice may be given at any time but wherever possible should be given after completion of work on any one issue. Nevertheless the printer may terminate any such contract forthwith should any sum due thereunder remain unpaid.

22. Force majeure

The printer shall be under no liability if he shall be unable to carry out any provision of the contract for any reason beyond his control including (without limiting the foregoing) Act of God, legislation, war, fire, flood, drought, failure of power supply, lockout, 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 printer elect to terminate the contract and pay for work done and materials used, but subject thereto shall otherwise accept delivery when available.

23. Law

These conditions and all other express terms of the contract shall be governed and construed in accordance with the laws of England.

ANNEX

Recommended storage conditions

Customers and users must appreciate that paper is a material which is rapidly and considerably affected by storage and usage conditions. Unless precautions are taken it is liable to be affected by variations in temperature and humidity. Variations in humidity are the most serious and will be changing the moisture content of the stationery, alter its size and strength characteristics. In relation to humidity, temperature and stacking, the following conditions should be adhered to:

1. Humidity

Stationery should be stored in conditions between 40% r.h. and 60% r.h. If stationery is stored outside these limits a progressive deterioration in performance must be expected. This may be minimised if sufficient time is allowed for acclimatization to the conditions in which it is to be used but paper exposed to extremes of humidity may be permanently damaged.

2. Temperature

Stationery should be stored at a temperature between 16°C and 25°C (between 60°F and 77°F). Transient variations outside this range will not normally affect its performance. If stationery is transferred from a cold room to a warm room it will experience a temporary warp. In this case time should be allowed for it to become acclimatized before being used.

3. Stacking

Stationery should be kept in the original boxes until required for use. The boxes should be stored uppermost and not directly touching a floor. They should not be stored close to pipes, radiators, hot air ducts, open windows or such like. Boxes should not be stacked more than five high, should be supported squarely at the bottom and should have no heavy weights placed upon them. Partly used boxes should not be placed within a stack but may be placed as the top box in a stack of five.
Publication No: 15708.01 Publication Date: 01-02-2015

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