Throughout this document MPH Limited is referred to as ‘the Company.’ Anyone buying goods or services are referred to as ‘customer’ or ‘the customer.’
The placing of an order with the Company shall be deemed to be acceptance of the Conditions of Business herein stated, and these conditions are paramount to any proposed by the Customer, which insofar as they are contradictory to these present, are hereby excluded.
QUOTATIONS, ORDERS AND CANCELLATIONS
Unless previously withdrawn, quotations remain open for acceptance for the period stated therein, or where no period is stated, for one calendar month.
Quotations based on rough sketches or layouts are approximate only.
Orders which have been accepted by the Company cannot be cancelled without the Company’s consent and subject to payment of all liabilities incurred by the Company up to the date of cancellation.
PRICES AND COST VARIATIONS
Unless otherwise agreed in writing, the Company’s payment terms are net cash within 45 days from the date of invoice.
All prices are based on the Company’s current costs of production, including materials and overheads and are subject to increase from time to time to take into account any rise in such costs and overheads.
Any increases in costs in the supply of goods or services incurred after acceptance of a quotation may be passed on to the customer.
COLOUR LINE REPRODUCTION
Originals supplied as colour separated drawings or tracings, whether ordered as a set or not, will not be guaranteed for accurate register.
All filmwork and electronic data produced in the course of production remains the property of the Company, who reserves the right to dispose of it on completion of the order. It is however, the usual practice to store film for possible future use for a reasonable period. Whilst every care is taken to keep films in good condition, the Company accepts no liability for damage or loss of any kind. Should the surrender of films be required a fee will be charged.
PRELIMINARY AND ADDITIONAL WORK OR ALTERATIONS
All preliminary work executed at the Customer’s request (whether or not experimental) will be charged to the Customer.
Prices are calculated on the basis of production costs of average commercial work. Reproductions involving additional work are charged extra.
If as a result of any default or delay by the Customer it shall in the opinion of the Company become necessary in order to meet delivery dates to employ some or all of the Company’s employees at overtime rates or incur other additional costs, or if expedited delivery shall be required with the like results, the Company shall be entitled to charge all overtime and other additional costs so incurred.
DELIVERY AND CLAIMS
Delivery shall be made at the address agreed in writing by the parties or (if none) at the Company’s premises.
Every care is taken in the preparation of drawings, films and plates but the Customer is required to inspect all work immediately on delivery to ensure that it complies with instructions, and shall give notice in writing to the Company within 7 days of delivery as to any alleged defect; failing such notice the work shall be deemed to be in accordance with the contract and the Customer shall be deemed to have accepted the work and be liable to pay therefore.
Times quoted are estimates only and whilst the Company shall use all reasonable endeavours to meet quoted delivery dates, such dates shall be subject to extension to cover delays caused by events beyond the Company’s control in no circumstances shall the time of delivery be of the essence of the contract.
The risk of loss or damage to the work shall pass to the customer on delivery.
The property in work shall pass to the customer on payment of the relative invoice.
Should delivery of work be required in less than the normal time requisite for its proper production, every effort will be made to meet deadlines given and to secure freedom from defects, but reasonable allowance shall be made by customers in such cases.
STORAGE OF PLATES, FILMWORK ETC.
The Company accepts no liability for any loss or damage to plates or filmwork left in its possession unless the customer has given written instructions requiring such material to be retained and has paid a storage charge including any charge for insurance.
The Company shall have a general lien on all property of the Customer in the Company’s possession (whether or not paid for) for any sums due and after 14 days notice in writing to the Customer, the Company may dispose of such property as it sees fit and apply the proceeds towards the payment of any sums owed.
CUSTOMERS PROPERTY AND INSURANCE
Whilst every care and precaution shall be taken against loss or damage to originals or other property belonging to the Customer in the possession of the Company, no liability shall be accepted by the Company should damage or loss thereto incur and it is the customer’s responsibility to insure its goods whilst in the possession of the Company.
LIBELLOUS OR ILLEGAL MATTER
The Customer agrees with the Company that he will not require the Company to reproduce any matter which is or may be libelous or illegal or an infringement of copyright or registered design, or render the Company liable to any legal proceedings, whether civil or criminal and the Company shall be at liberty at any time to discontinue work if in the Company’s opinion such work may come within the above category-the Customer being liable nevertheless to pay all costs and expenses incurred by the Company to the date of such discontinuance. Should nevertheless such copy be supplied and by reason of inadvertence or other cause, be printed and the Company thereby rendered liable to litigation, the Customer hereby agrees to indemnify the Company against all damages, penalties, costs and expenses for which it may become liable.
The Company agrees to replace or correct defective work provided that notification thereof is given to the Company within 7 days of delivery. Subject thereto the Company’s liability to the Customer for injury, loss or damage or expense (whether to person or property and whether third party, consequential or not) caused by any failure, delay or defect in the work or otherwise arising out of the contact shall be limited to a sum equal to the Company’s charges for the work or that part of it so affected PROVIDED THAT where the Customer shows the same to have resulted from the negligence of the Company, the Company’s liability (other than in respect of death or personal injury) shall be limited to the sum of £1,000.00.
Not withstanding the above the Company shall be under no liability for negligence (other than in respect of death or personal injury) or otherwise in respect of any advice given.
The Company shall not be liable howsoever in respect of any failure delay or defect caused by the supply or specification of unsuitable material by the Customer.
The Company does not accept liability and excludes all conditions under the Sale of Goods Act and Supply of Goods and Services Act.
The Customer hereby undertakes fully and effectually to indemnify and to keep indemnified the Company from and against all costs, expenses, damages and losses in connection with any third party claims or proceedings whatsoever in respect of goods made or worked on or work carried out by the Company pursuant to the contract. The foregoing includes (but not by way limitation) claims or proceedings relating to copyright, trademarks, patents or other industrial property.
The company shall not have any liability in the event of the customer’s failure, delay or default in carrying out all or any of its obligations hereunder due in whole or part to:-
any circumstances or cause beyond its control; or
fire, flood, power or mechanical failure or lack or shortage of materials; or
any of the following causes (whether or not within the party’s control) namely; strike, lockout, industrial dispute or action taken by the party or any other person, firm or company in connection therewith or in consequence or furtherance thereof.
If the Customer shall be in default under this or any contract between the Customer and Company or it the Company has reason to believe that the Customer will be unable or unwilling to discharge its obligations to the Company as they arise then the Company may:-
Cease work without any liability for any default thereby caused; and
Give notice thereof to the Customer whereupon the Customer shall pay forthwith for goods and services supplied by the Company under this or any other contract with the Customer (whether or not payment would otherwise be due) and a proper charge for all goods or services provided or carried out prior to cessation or work as aforesaid. If the Customer suffers a winding-up petition, the appointment of a receiver, administrative receiver or administrator is otherwise insolvent within the meaning of Insolvency Act 1986, then all monies owing become immediately due and payable.
The Company reserves the right to carry out any order in whole or in part by sub-contract.
Notice shall be deemed to be served when delivered or posted to the last known address of the party to be served.
Unless otherwise agreed these conditions and contract shall be subject to and construed in accordance with English Law.
The Company reserves the right to charge interest on overdue accounts. This interest will be charged at 2% per month to accrue on a daily basis from the date payment was due until payment is received, i.e. cleared funds are received in the Company’s account.