Terms

All work undertaken by Partnership Design (in these conditions referred to as “PDL”) is on terms that the Contracts for such work incorporate these Conditions of Contract in addition to any Special Conditions incorporated in estimates or letters from PDL. No variation in any General or Special Condition shall be incorporated in any Contract unless expressly agreed in writing by PDL.

1. TAX

All estimates or invoices are subject to Value Added Tax at the rate prevailing at the tax point date whether or not such Tax is shown on the estimate or invoice.

2. PRELIMINARY WORK

All design digital executions and artwork undertaken by or on behalf of PDL is chargeable (including experimental work). Copyright remains the property of PDL until the Client makes full payment. Modification to a design or designs must be undertaken by or on behalf of and at the express direction of PDL who will also undertake all necessary finished artwork and coding.

3. COPY

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

4. PROOFS

Proofs whether in the form of designs, artwork, printers’ or digital proofs may be submitted for approval by Clients. If so submitted PDL will have no responsibility for any errors in them which are not corrected by the Client. Clients’ alterations, amendments to colours and additional proofs necessitated thereby shall be charged extra. When style, type or layout is left to PDL’s judgment, changes therefrom made by the Client shall be charged extra.

If variation is required by the Client after first or second proofs and these are asked to be made at the time of production on the press (i.e. no further colour proofs being prepared), the onus for the acceptability of the adjustments made shall rest solely with the client. Whilst every endeavour will be made to interpret the instructions no responsibility can be accepted should the adjustments adversely affect other areas of colour or not be to the standard the Client envisaged. It is recommended, therefore, that Clients attend the commencement of production to pass the said adjustment, or further proofs be prepared for acceptability to be charged additionally.

5. PHOTOGRAPHY

Work commissioned by PDL or on behalf of Clients will be for a specific usage. Additional uses of any kind must be cleared with the photographers to ensure no infringement of either copyright or model contracts. This may incur additional fees.

6. DELIVERY

1. Delivery of work shall be accepted when tendered and the risk in respect of all goods/work shall pass to the Client at the time of delivery.
2. Unless otherwise specified the price quoted is for delivery of the work to the Client’s address as set out in the estimate. A charge may be made to cover any extra cost involved for delivery to a different address.
3. Should expedited delivery be agreed extra may be charged to cover any overtime or other additional costs involved.
4. Should work be suspended at the request of or delayed through any default of the Client for a period of thirty days, PDL shall then be entitled for payment for work already carried out, materials specially ordered and other additional costs including storage.
5. PDL will use its reasonable endeavours to comply with any date or dates for despatch or delivery of goods or completion of work as stated in the Contract but unless the Contract otherwise expressly provides such date or dates shall constitute only statements of expectation and shall not be binding. If PDL having used its reasonable endeavours fails to despatch or deliver goods or complete work by such date or dates, such failure shall not constitute a breach of the Contract nor shall the Client be entitled to treat the Contract as thereby repudiated or to rescind it or any related Contract in whole or in part or claim compensation for such a failure or for any consequential loss or damage resulting therefrom.

7. PAYMENT

1. Payment shall be due within 30 days from when the Client is notified by PDL that the goods/work has been completed.
2. Where the Contract is to be or may be fulfilled in separate instalments, deliveries or parts, payment for each such instalment, delivery or part shall be made as if the same constituted a separate Contract.
3. All money due to PDL, which is not paid on the due date, shall carry interest from the date on which payment was due until the date of actual payment at the rate of three per centum per annum above Base Lending Rate of Barclays Bank plc prevailing from time to time during such period.

8. TITLE

1. The property in any goods and/or work supplied shall not pass to the Client until full payment for such goods or work has been made to PDL. Until such payment has been received the Client shall hold the goods and/or work solely as bailee for PDL.
2. For so long as property in any goods and/or work remains in PDL they shall have the right at any time after the Contract price has become due or earlier upon any act of insolvency on the part of the Client to go onto the Client’s premises (or any other site where such goods and/or work are located) without notice to the Client or to any other person together with vehicles as necessary for the purpose of removing such goods and/or work without any liability on the part of PDL to the Client save in respect of any damage to premises caused by such removal and the repossession of goods shall not alter the Client’s liability to PDL in respect of any unpaid accounts save that if PDL shall be able to resell such goods credit shall be given to the Client for the proceeds of such sale less a reasonable administration fee provided always that nothing herein shall place any obligation on PDL to resell such goods.
3. For so long as property in the goods and/or work remains in PDL the Client shall not deface or remove any distinguishing marks, labels or stamps from such goods or work or otherwise interfere with their identification and shall store such goods and/or work separately from any other products or items in the Client’s possession or control.
4. The Contract Price shall be due as provided to Clause 7 hereof notwithstanding that property in goods and/or work has not passed to the Client and PDL may take proceedings for recovery of payment notwithstanding that property has not passed.

9. VARIATIONS IN QUANTITY

PDL will take all reasonable steps to deliver the correct quantity ordered but estimates are conditional upon margins of five per cent.

10. CLAIMS

Claims arising from damage, delay or partial loss of goods in transit must be made in writing to PDL and by separate notice to the carrier so as to reach both within three days of delivery and claims for non-delivery so as to reach both within twenty eight days of despatch of the goods. Any other claims must be made to PDL within twenty-eight days of delivery. PDL shall not be liable in respect of any claims made outside these periods. Where goods are accepted from a carrier without being checked the Delivery Note of the carrier must be signed “Not Examined”.

11. DELAY IN TRANSIT

PDL shall not be liable to any loss to the Client arising from delay in transit not caused by PDL.

12: STANDING MATERIAL

1. Digital or hardcopy, metal, film, glass and other materials used by PDL or their printers in the production of type, plates, moulds, stereotypes, electrotypes, film-setting, negatives, positives and the like shall remain the exclusive property of PDL or the printer save where such items have been supplied by the Client, when they shall remain the Client’s property.
2. Lithographic, photogravure or other work will be effaced immediately after the order is executed unless written arrangements have been made to the contrary. In the latter event storage may be charged.

13. CLIENTS’ PROPERTY

1. Clients’ property shall be held at the Client’s risk but PDL shall take reasonable care thereof.
2. PDL shall be entitled to make a reasonable charge for storage of any Client’s property left with them more than twenty-eight days before receipt of an order or for more than twenty-eight days after notification to the Customer of completion of the work.

14. MATERIALS SUPPLIED BY THE CLIENT

1. PDL may reject any materials supplied or specified by the Client, which appear to them to be unsuitable. Additional costs incurred where materials are found to be unsuitable during production may be charged save in so far as such additional cost could have been avoided but for unreasonable delay by PDL or their printer in ascertaining the unsuitability of materials.
2. Where materials are so supplied or specified PDL will use their best endeavours 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.
3. Quantities of materials supplied must be adequate to cover normal spoilage.

15. BANKRUPTCY, INSOLVENCY ETC

If the Client ceases to pay their debts in the ordinary course of business or cannot pay their debts as they become due then PDL shall (a) have the right not to proceed further with the Contract and be entitled to payment for the value of the work already carried out (whether completed or not) and materials supplied, and (b) in respect of all unpaid debts due from the Client have a general lien on all goods and property in their possession (whether worked on or not) and shall be entitled on the expiration of fourteen days notice to dispose of such goods or property as they thing fit and to apply any proceeds towards such debts.

16. ILLEGAL MATTER 

1. PDL shall not be required to produce any matter which in their opinion is or may be of an illegal or libellous nature or an infringement of the proprietary or other rights of any third party.
2. PDL shall be indemnified by the Client in respect of any claims, cost 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 produced for the Client. The indemnity shall extend to any amounts paid on a lawyer’s advice in settlement of any claim.

17. FORCE MAJEURE ETC

PDL shall be under no liability if they shall be unable to carry out any provision of the Contract for any reason beyond their control including (without limiting the foregoing) Act of God, legislation, war, fire, flood, drought, failure of power supply, lock-out, strike or other action taken by employees in contemplation of 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 Client may by written notice to PDL elect to terminate the Contract and pay for work done and materials used but subject thereto shall otherwise accept delivery when available.

18. PRINTERS CONDITIONS

In so far as work undertaken for any Client involving engagement by PDL of any printer (whether or not the engagement of the printer has been specifically disclosed by PDL) the standard conditions and recognised customs of the printing trade shall be deemed to apply to that part of the Contract undertaken by any such printer and (without prejudice to the generality of the foregoing) PDL shall have no liability in respect of any delays for which under such standards conditions and recognised customs the printer is not liable.

19. LIMITATION OF LIABILITY

Except a claim which relates to death or personal injury, PDL’s aggregate liability in tort and/or for breach of contract and/or for misrepresentation and/or for breach of statutory duty in connection with the work shall not exceed the greater of (1) the sum paid to (and to be kept by) PDL for the goods/services in relation to which such liability may have arisen and (2) the amount of insurance cover actually provided to PDL to meet the claim. PDL shall have no liability in any case for loss of revenue, profit, interruption with business or indirect or consequential loss.

20. LAW

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