1. Price Variation:
Estimates are based on Inspiro Creative Communications’ current costs of production and materials 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. Tax:
Inspiro Creative Communications reserves the right to change the amount of any Value Added Tax or duty payable whether or not included on the estimate or invoice.
3. Preliminary Work:
All work carried out, whether experimentally or otherwise, at customer’s request shall be charged.
4. Copy:
A charge may be made to cover any additional work involved where copy supplied is not clear and legible.
5. Proofs:
Proofs of all work may be submitted for customer’s approval and Inspiro Creative Communications 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 Inspiro Creative Communications' judgment, changes there from made by the customer shall be charged extra.
6. Delivery and Payment
(a) Unless otherwise specified, the price quoted is for delivery of the final work (and excludes items covered in clause 12f 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 a different address. (b) Should expedited delivery be agreed an extra charge may be made to cover any overtime or any additional costs involved. (c) Should work be suspended at the request of, or delayed through any default of, the customer for a period of 30 days Inspiro Creative Communications shall then be entitled to payment for work already carried out, materials specially ordered, and other additional costs including storage. (d) Responsibility for completed work will pass from Inspiro Creative Communications to the customer upon notification that the work is completed, or upon dispatch Inspiro Creative Communications' premises, whichever is earlier. (e) Schedules of timings are stated as accurately as possible, but are not guaranteed and are subject to extension to cover delay caused by events Inspiro Creative Communications' control. (f) Terms of payment: Payment is due 14 days from date of invoice. Invoices unpaid after this time may attract interest at 8% over prevailing base rates.
7. 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 all work.
8. Claims:
Advice of damage, delay or partial loss of goods in transit or of non-delivery must be given in writing to Inspiro Creative Communications and the carrier within three clear days of delivery (or, in the case of non-delivery, within 28 days of dispatch of the goods). Any claim in respect thereof must be made in writing to Inspiro Creative Communications and the carrier within seven clear days of delivery (or, in the case of non-delivery, within 42 days of dispatch). All other claims must be made in writing to Inspiro Creative Communications within 28 days of delivery. Inspiro Creative Communications 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 (a) it was not possible to comply with the requirements and (b) advice (where required) was given and the claim made as soon as reasonably possible.
9. Consequential Loss:
Inspiro Creative Communications shall not be liable for any consequential loss incurred by the customer in the event of late or non-delivery. Where defective goods have been supplied by Inspiro Creative Communications liability shall be restricted to the correction of such goods.
10. Standing Material
(a) Metal, film, magnetic media, code, electronic files and other materials owned by Inspiro Creative Communications and used by Inspiro Creative Communications in the production of type, plates, blocks, computer processing, film-setting, negatives and positives, etc., shall remain its exclusive property. Such items when supplied by the customer shall remain the customer’s property. Whilst reasonable care is taken of negatives and positives, no responsibility for loss or damage, howsoever caused, can be accepted (see Insurance). (Subject to clause 11.) (b) Type may be distributed, lithographic plates destroyed and magnetic media overwritten immediately after the order is executed unless written arrangements are made to the contrary. In the latter event, rent may be charged for storage, and no responsibility for loss or damage, howsoever caused, can be accepted by Inspiro Creative Communications (see Insurance).
11. Title and Risk
(a) The risk in the goods passes to the customer as in clauses 6, 10 and 11. (b) Title in all goods sold under these conditions shall be retained by Inspiro Creative Communications until payment in full of the purchase price together with payment in full of the price of any other goods which are the subject of any other contract between Inspiro Creative Communications and the customer. Until such payment the customer shall hold the goods in such a way as to be identifiable as the property of Inspiro Creative Communications and as bailee on behalf of and in a fiduciary capacity for Inspiro Creative Communications. (c) In the event of any disposal of the goods by the customer prior to payment in full of the purchase price the customer shall hold the proceeds of the sale in a fiduciary capacity for Inspiro Creative Communications. Such proceeds of sale shall be placed in a separate account of the customers to be identifiable as the property of Inspiro Creative Communications. Any such sub-sale by the customer shall as between the customer and Inspiro Creative Communications be effected by the customer as agent for Inspiro Creative Communications but as between the customer and the sub-purchaser shall be effected by the customer as principal. (d) If goods the property of Inspiro Creative Communications are admixed with goods the property of the customer or are processed with or incorporated therein the product thereof shall become and shall be deemed to be the sole and exclusive property of Inspiro Creative Communications until payment in full by the customer of the purchase price of the goods. Inspiro Creative Communications shall have full power and title to dispose of and sell such admixed goods provided that Inspiro Creative Communications having first applied the proceeds received from the sale of the admixed goods in satisfaction of the outstanding balance of the price owed to it by the customer shall account for the remainder to the customer. (e) In the event of non-payment by the customer by the due date Inspiro Creative Communications shall be entitled in addition to any and all other rights available to it to enter any premises where the goods may be and to recover possession of them. (f) Copyright: i: The copyright and ownership remains with Inspiro Creative Communications on all original electronic media, files, source code, software and programs developed by Inspiro Creative Communications, and all illustrations, commissioned photography, designs unless otherwise agreed in writing. Any further use of these designs by the client (not covered by the original purchase order) must be agreed with Inspiro Creative Communications in writing. Any copyrights not held by Inspiro Creative Communications, but for which agreement (fee has been paid) has been obtained for the use of said material, Inspiro Creative Communications will not be held responsible if the client chooses at his own discretion to break any said copyrights. ii: Inspiro Creative Communications gives no warranty or assurance in any shape or form, or implied, that any original, new, or replicated designs will not either infringe any third party rights or comply with any relevant regulatory or statutory controls. It is for the clients of Inspiro Creative Communications to carry out their own investigations in this regard and/or to provide Inspiro Creative Communications with the necessary information. Also in so becoming a client of Inspiro Creative Communications the client fully indemnifies Inspiro Creative Communications against any legal action and subsequent judgments that may arise from point f.
12. Insurance:
Inspiro Creative Communications' liability on its own property ceases when the work is either dispatched or upon the date of invoice to the customer, whichever is the earlier, and the customer is responsible for insurance on such property from that time. Inspiro Creative Communications will not be liable for loss, damage or theft to any data held on magnetic media, film, plates, paper or material belonging to the customer howsoever caused. Liability to insure such items on Inspiro Creative Communications' premises rests with the customer. Inspiro Creative Communications shall not be liable for any consequential loss.
13. Customer’s Property:
Customer’s property and all property supplied to Inspiro Creative Communications by or on behalf of the customer shall, while it is in the possession of Inspiro Creative Communications or in transit to or from the customer be deemed to be at customer’s risk.
14. Materials Supplied by the Customer:
(a) Inspiro Creative Communications may reject any paper, plates or other materials supplied or specified by the customer which appear to it to be unsuitable. Additional cost incurred if materials are found to be unsuitable during production will be charged except that if the whole or any part of such additional cost could have been avoided but for reasonable delay by Inspiro Creative Communications in ascertaining the unsuitability of the materials then that amount shall not be charged to the customer. As matt coated materials are liable to rubbing and scuffing problems, this estimate assumes such paper supplied or specified by the customer will be suitable for processing without marking. In the event of methods having to be used to avoid marking which incur costs, extra charges will be made. (b)Where materials are so supplied or specified, Inspiro Creative Communications 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. (c) Quantities of material supplied shall be adequate to cover normal spoilage.
15. Materials Supplied to the customer:
(a) Inspiro Creative Communications takes no responsibility for any errors in electronic files supplied to the customer or one of its suppliers, where the customer has approved the Design and Artwork beforehand. Any subsequent errors, omissions and additional costs that occur, without first supplying a digital proof Inspiro Creative Communications to approve, are the responsibility of the client.
16. Machine Readable Codes:
(a) In the case of machine readable codes or symbols, Inspiro Creative Communications shall print the same as specified or approved by the customer in accordance with generally accepted standards and procedures. (b) The customer shall be responsible for satisfying themselves that the code or symbol will read correctly on the equipment likely to be used by those for whom the code or symbol is intended. (c) The customer shall indemnify Inspiro Creative Communications against any claim by any party resulting from the code or symbol not reading or not reading correctly for any reason, except to the extent that such claim arises from any failure of Inspiro Creative Communications to comply with paragraph (a) above which is not attributable or error falling within the tolerances generally accepted in the trade in relation to printing of this sort.
17. Insolvency:
If the customer ceases to pay his debts in the ordinary course of business, or cannot pay his debts as they become due, or being a company is deemed to be unable to pay its debts, or has a winding-up petition issued against it, or being a person commits an act of bankruptcy or has a bankruptcy petition issued against him, Inspiro Creative Communications without prejudice to other remedies shall: (a) 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 him, and (b) In respect of all unpaid debts due from the customer have a general lien on all goods and property in Inspiro Creative Communications' 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 it thinks fit and to apply the proceeds towards such debts. (c) Have the right to enter the customer’s premises and recover goods which have not been paid for.
18. Illegal Matter:
(a) Inspiro Creative Communications shall not be required to produce any matter which in its opinion is or may be of an illegal, immoral or libelous nature or an infringement of the proprietary or other rights of any third party. (b) Inspiro Creative Communications shall be indemnified by the customer in respect of any claims, costs and expenses arising out of any libelous or immoral 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 amount paid on a lawyer’s advice in settlement of any claim.
19. Periodical Publications:
A contract for the production of periodical publications will be negotiated for each periodical commissioned.
20. Force Majeure:
Inspiro Creative Communications shall be under no liability if it shall be unable to carry out any provision of the contract for any reason beyond its 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 Inspiro Creative Communications elect to terminate the contract and pay for work done and materials used, but subject thereto shall otherwise accept delivery when available.
21. Law:
These conditions and all other express terms of the contract shall be governed and construed in accordance with the laws of England and Wales.
22. Sub-contracting:
Inspiro Creative Communications reserves the right to carry out any order by sub-contracting.
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Inspiro Creative Communications
Reading, Berkshire
t: +44/(0)118/958/3454
e: mail@inspirocreative.com
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