General Terms of Trading
1. SOLE CONTRACT TERMS
All quotations are made and all orders for goods and services made by Creative Insight Limited (“The Company”) are accepted subject to the following conditions which shall form part of and govern the contract of sale. Any variations to these conditions in any document of the buyer is unacceptable unless accepted in writing by “The Company” and signed by a Director of “The Company”.
2. PRICE & ORDER VARIATION
Quotations are based on information supplied by the customer and are on “The Company’s” current costs of production. The period of validity of each quotation shall be 30 days from the date of issue. “The Company” reserves the right, unless otherwise agreed in writing, to amend quotations on or at any time after acceptance if the customer changes specification or supplies, additional information or to meet any rise or fall in “The Company’s” costs.
3. PRELIMINARY WORK
All work carried out, whether experimentally or otherwise, at customer’s request shall be charged and shall be paid for by the customer forthwith on demand or in advance if “The Company” requires.
COPY – A charge may be made to cover any additional work involved where copy supplied is not clear and legible.
PROOFS – “The Company” shall incur no liability for any errors not corrected by the customer on proofs submitted by “The Company” for customer approval. Customer’s alterations and additional proofs necessitated thereby shall be charged extra. When style, type or layout is at “The Company’s” discretion, alterations made by the Customer shall be charged extra.
4. COMPANY IMPRINT
Unless otherwise specifically requested and agreed in writing, all work will carry “The Company’s” imprint or logo which will be positioned at our discretion.
“The Company” shall use its best endeavours to meet delivery dates but unless otherwise agreed in writing, time shall not be the essence of the contract. In no circumstances shall the company be liable for any delay in transit or delivery howsoever caused and shall not be liable to the customer for consequential loss howsoever occurring. Should expedited delivery be agreed, in writing, and necessitate overtime or other additional cost, an additional charge may be made. No claim for damage in transit, shortage of delivery or loss of goods will be entertained unless:-
(i) Where damage in transit or shortage of delivery occurs, a notice in writing is given to the carrier and to “The Company” within 3 days of receipt of the goods.
(ii) Where claims for loss of goods arise, a notice in writing is given to “The Company” within 10 days from the advised despatch date. “The Company” shall not be liable for the consequences of any loss or damage caused by delay in delivery or performance howsoever caused and shall remain entitled to payment in full of all “The Company’s” invoiced sums, whenever invoiced. Delivery of work shall be accepted when tendered or if earlier, on notification that the work has been completed. “The Company” reserves the right to refuse delivery if circumstances deem it appropriate and the customer shall not be entitled to demand delivery if payment has not been made. Should express delivery be agreed, “The Company” reserves the right to charge the customer further for any additional costs involved.
6. OWNERSHIP OF GOODS
The property in any goods supplied by “The Company” shall not pass to the customer until “The Company” has been paid the full price, including any costs or increases in price. Until such time the customer shall:-
(i) Have possession of the goods solely as “The Company’s” Bailee thereof.
(ii) Keep the goods separate and identifiably apart from any other goods.
(iii) Not sell or dispose of the goods except on behalf of “The Company” and on condition that the proceeds of such sale or disposal equate to the full “The Company” invoiced value and that the customer accounts to “The Company” for such proceeds equivalent to such invoiced values.
(iv) Deliver the goods to “The Company” whenever “The Company” so requires without prejudice to the foregoing. Risk in all goods supplied by “The Company” shall pass to the customer on delivery by “The Company”.
If the customer becomes insolvent (as set out in clause 17) and the goods have not been paid for in full, “The Company” may take the goods back and, if necessary, enter the customer’s premises to do so, or to inspect the goods.
The entire copyright, throughout the world in all designs, artwork, printing plates, lithographic positives and any other artistic craftsmanship made by or for “The Company” pursuant to or in complementation of any contract with the customer shall belong to “The Company”.
8. PAYMENT TERMS
(i) Non-account customers and on certain classes of work:- “The Company” reserves the right to insist upon payment being received prior to commencement of work.
(ii) New account customer:- An advance payment will be required with order with the balance payable before or on delivery, at “The Company’s” discretion.
(iii) Approved credit accounts:- Approval must be made in writing and subject to satisfactory references being obtained from the customer’s bank and 2 other trade references. Payment must be made within 30 days after the date of “The Company’s” invoice and accounts are strictly nett.
(iv) Any sum due but not paid shall, at “The Company’s” discretion, bear interest at the rate of 3% per annum above Barclays Bank Limited base lending rate. Such accrual shall commence from the day following the day on which the amount became due. Should work be suspended at the request of, or delayed through any fault of the customer for a period of 30 days, “The Company” shall be entitled to payment for work already carried out, materials specially ordered and any other additional costs, including storage, which have been incurred. Value Added Tax (VAT) will be additional to the quoted price(s) at the rate ruling at the time of invoice or as directed by HM Customs & Excise Commissioners.
(v) Default Payment Terms
Except where different payment terms have been agreed in writing with a Supplier, The Company will pay authorised invoices which comply with these requirements on a “net monthly basis”. This means that invoices will be paid in the first available payment run following the end of the month after the month in which the invoice is dated (ie: an invoice dated in August would be paid in early October). Payments made direct to bank accounts will be made to the bank account details held by The Company for the supplier.
a. Terms and conditions containing payment terms or other terms submitted by a supplier printed on an invoice or on a separate document will not supersede the Default Payment Terms unless an authorised representative of The Company who is entitled to make such an agreement has agreed to those terms in writing evidenced by a signature.
b. These requirements are in addition to any other conditions contained in any separate agreement between a supplier and The Company which have to be fulfilled prior to payment (for example requirements relating to delivery and acceptance of materials).
(vii) To ensure prompt payment and reduce the risk of invoice rejections.
- The invoice must be in English, addressed to Creative Insight Limited and sent to the correct address : Technology House, 5 Emmanuel Court, Reddicroft, Sutton Coldfield, West Midlands, B72 1TJ.
- Purchase Order numbers and a valid The Company contact name must be quoted clearly on the front page of the invoice
- Invoices must mirror the Purchase Order (i.e. state the goods and services in a similar format - quantity, price per unit, total price per line)
- Where invoices are issued prior to despatch of goods, the date the goods are actually received will be deemed to be the date of invoice
- Suppliers must provide The Company with changes to bank details or addresses for payment no less than 4 weeks before they take effect.
9. VARIATIONS IN QUANTITY
Every endeavour will be made to deliver the correct quantity ordered, but printing estimates are conditional upon margins of 5% for work in one colour only and 10% for other work being allowed for overs or shortages, the same to be charged or deducted.
Any dispute or claim regarding the invoice or the goods supplied must be made to “The Company” in writing within 7 days of invoice date or delivery date, whichever is the latest. Claims outside this limit will not be entertained. “The Company” 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 (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 practicable. Any dispute under the contract, which cannot be resolved between “The Company” and the customer amicably, shall be referred to an arbitrator or arbitrators to be appointed by the parties or in default of agreement by the President of the Law Society for the time being and his or their decision shall be binding on both parties. This shall be a submission to arbitration within the Arbitration act 1950 or any Statutory Modification thereof for the time being in force.
Except in relation to contracts with persons dealing as consumers, all representations, guarantees, undertakings, conditions and warranties (whether expressed or implied, statutory or otherwise) are excluded from this contract. In no circumstances shall “The Company” be under any liability for negligence or otherwise howsoever caused in respect of any advice given to the customer. Without prejudice to the foregoing, “The Company’s” liability in respect of defective or faulty work shall be limited to rectifying the defect or fault or replacing the work or crediting the invoice price of the goods at its option. “The Company” shall in no circumstances be liable for any loss or damage in excess of the invoice price of any work or any part thereof in respect to which a claim is made.
12. SUITABILITY OF GOODS
Where the goods consist of container, wrappers or other articles intended for use in connection with any food, drug or other substance, the buyer shall satisfy himself that such food, articles or other substance is not likely to be adversely affected by any material used by “The Company” in the manufacture or printing of such containers, wrappers or other articles. “The Company” shall not be liable to the buyer or any third party in respect of any claim alleging that such food, drug or substance has been adversely affected.
The suitability of “The Company’s” products for use in the packaging of any particular commodity must be at the buyer’s risk and unless specifically stated in writing by “The Company”, no warranty or condition is given or shall be implied that the goods supplied are suitable in size, shape, capacity, quality or otherwise for the purpose for which the goods are bought. No condition is made or shall be implied nor is any warranty given or to be implied to the life or wear of the goods supplied or that they will be suitable for any particular purpose or for use under any specific conditions notwithstanding that such purpose or conditions may be known or be made known to “The Company”.
13. STANDING MATERIAL
Metal, films, glass and other materials owned by “The Company” and used by it in the production of type, plates, moulds, stereotypes, electrotypes, film setting, negatives, positives and the like shall remain its exclusive property. Such items when supplied by the customer shall remain the customers property. Type may be distributed, negatives destroyed 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.
14. CUSTOMER’S PROPERTY
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 their agents or in transit be deemed to be at the customer’s risk, unless otherwise agreed and the customer should insure accordingly. “The Company” shall be entitled to make a reasonable charge for the storage of any customer’s property left with “The Company” before receipt of the order or after notification to the customer of the completion of the work. Whilst every care is taken, “The Company” and its agents cannot accept any responsibility for loss or damage to artwork, photography, transparencies or customer’s property. Any liability shall be limited to the replacement cost of the basic material.
15. MATERIALS SUPPLIED BY THE CUSTOMER
“The Company” may reject any paper, plates or other materials supplied or specified by the customer which appear to “The Company” to be unsuitable. Additional costs incurred if materials are found to be unsuitable during production may be charged. Where materials are so supplied or specified, “The Company” 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 supplied or specified. Quantities of materials supplied must be adequate to cover normal spoilage.
“The Company” shall be at liberty to sub-contract either in whole or in part to any person, firm or company it shall think fit without notice thereof to the customer.
Without prejudice to other remedies, if the customer becomes insolvent (namely, being a company, is deemed to be unable to pay its debts or has a winding up petition issued against it or a receiver, administrator or administrative receiver appointed to it or being a person commits an act of bankruptcy or has a bankruptcy petition issued against him)”The Company” shall 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. Any unpaid invoices shall become immediately due for payment.
18. 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 dispose of such goods and property as “The Company” think fit and apply any proceeds towards such debts.
19. ILLEGAL MATTER
“The Company” shall not be required to print any matter which in its opinion is or maybe of an illegal or libellous nature, or an infringement of the proprietary or other rights of any third party and reserves the right not to print any matter which in its opinion may be prejudicial or detrimental to the good of “The Company’s” business. “The Company” 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 presented for the customer. The indemnity shall extend to any amounts paid for legal advice in settlement of any claim.
20. INTELLECTUAL PROPERTY AND TRADEMARKING
“The Company” cannot be held responsible for any infringement of a third party trademark through the course of creating designs for the customer. It is for the customer to satisfy themself(ves) that any brand identity, logo, strapline, text, artwork, illustration or image created by “The Company” does not infringe another’s trademark or copyright.
21. FULL COLOUR PRINTING
Every effort will be made to obtain the best colour reproduction but because of the processes involved, “The Company” cannot guarantee an exact colour or texture match between the customers original colour photography or transparency and the printed article. Customers who require colour reproductions of a specific standard and who wish to check the colour reproduction prior to printing must order a colour proof, in writing, when placing the order. An additional charge will be made for this. It is the customer’s responsibility to ensure that the colour photograph(s) or transparency(ies) submitted are suitable for the work in hand. “The Company” cannot accept liability for unsatisfactory results caused by unsuitable or inferior photographic originals.
22. FORCE MAJEURE
Every effort will be made to carry out any contract based on a quotation, but the due performance of it is subject to cancellation or variation owing to an Act of God, war, strikes, lock-outs, fire, flood, drought or any other cause beyond the control or owing to the inability to procure materials or articles except at increased prices due to any of the foregoing causes.
“The Company’s” total liability to The Customer in contract or in tort arising in connection with any Contract shall not exceed the total price paid by The Customer. “The Company” shall have no liability for loss of profits, business, revenue, goodwill or anticipated savings or for any other indirect or consequential loss. The Customer agrees to hold “The Company” and its agents harmless from and against any and all claims and damages, expenses or liability that arises from or in connection work completed by “The Company” for the Customer, including but not limited to, any legal fees incurred by “The Company”. The Customer at its own cost and expense shall defend any and all actions, which may be bought against “The Company”. The Customer’s failure to perform under the terms of this paragraph shall be deemed a waiver of any and all claims, demands and remedies, or cause of action, including specific performance, which The Customer might otherwise have against “The Company” and its agents, which under no circumstances will be liable for lost profits, lost opportunities, indirect, incidental or consequential damages for The Customer. In no event shall “The Company” and its agents be liable to The Customer for damage, whether direct, indirect, consequential, exemplary and punitive or otherwise, arising out of any service provided or arranged by “The Company”. “The Company” shall not be liable for any error, omission, defect or deficiency in any service, which results from The Customer’s failure to provide complete, accurate and current information to “The Company”. No right or remedy upon or reserved on “The Company” by this Agreement is intended, and shall not be deemed, to be exclusive of any other right or remedy provided or permitted herein, by law or by equity, but each right or remedy shall be cumulative of every other right or remedy.
24. GOVERNING LAW
All contracts between the customer and “The Company” shall be subject to and construed in accordance with English law and all contracts hereunder shall be deemed to be made at “The Company’s” trading address namely 5 Emmanuel Court, Reddicroft, Sutton Coldfield, West Midlands. B72 1TJ.