General Terms & Conditions of Sale
“Supplier” shall mean Altavia HTT Limited
“Goods” shall mean the work to be produced by the supplier pursuant to this contract
“Customer” shall mean the party that has placed the order for the Goods to be produced
References to the Supplier shall include its permitted assignees
References to the Customer and the parties hereto shall include their respective successors in title to substantially the whole of their respective undertakings.
2. Acceptance of Order
- No contract shall exist until the Supplier has despatched its Acceptance Order Form (“the acceptance”) to the Customer.
- All estimates given by the Supplier are invitations to treat and re checked prior to their submission to the Customer. Errors or omissions may occasionally occur and in the event of a mistake (for example interpretation, calculation, or typing) coming to light on receipt of an order, the Supplier shall submit an amended estimate for the Customer’s consideration.
These conditions override any differing conditions, which may appear on the Customers order form, or other document issued by the Customer and may be varied only by the supplier’s consent in writing.
4. Sub-contracting & Assignment
- The supplier may sub-contract any or all of its rights and obligations hereunder to any third-party supplier.
- The Supplier may without the consent of the Customer assign the benefit and burden of its rights and obligations hereunder to any third part. No notice of any such assignments need to be given to the Customer.
The Customer contracts as a principal unless the Customer discloses in writing both that it is acting as an agent and identity of the principal before despatch by the supplier of the acceptance. The Customer shall remain liable under this contract unless the Supplier shall agree otherwise in writing. Where such written agreement is obtained, it shall be presumed that the Customer is fully authorised to act on behalf of its principal and that the principal shall be contractually liable on this contract. The Customer will forward any invoices to the principal within seven days of receipt.
6. Raw material Fluctuations
Prices offered are subject to fluctuations in the availability, quality and cost of raw materials. Prices charged will be those ruling at the date of manufacture and will reflect any such fluctuation.
7. Prices & Charges
- All prices and charges are based on the Supplier’s current costs of production including materials and overheads and are (except where expressly agreed otherwise) subject to increase or decrease by the Supplier from time to time to consider any rise or fall in such costs and overheads.
- All charges authorised by this contract are not specifically stated shall be at the Supplier’s standard rates from time to time.
If as a result of any default by the Customer or of any delay in the supply to the Supplier of any copy or materials or of the Supply of the Supplier of faulty or substandard copy or materials or faulty direct input it shall in the opinion of the Supplier become necessary in order to meet delivery dates to employ some or all of the Suppliers or its subcontractors employees at overtime rates or incur other additional costs or if expedited delivery shall be agreed with the like results, thereupon the Supplier shall be entitled to charge all overtime and other additional costs so incurred.
All quotations and invoices shall be net of tax (unless otherwise expressly set out) and the Supplier shall be entitled to add to any quotation and invoice the amount of any purchase, sales, value added or other tax payable.
10. Preliminary Work
All preliminary work executed at the Customer’s request (whether or not experimental) will be charged to the Customer.
11. Proofs and Copy
All corrections (including alterations in style, type or design) made by or at the request of the Customer and additional proofs made necessary thereby, and all additional costs incurred because copy supplied by or on behalf of the Customer is not clear and legible shall be charged to the Customer. The Supplier shall not be responsible for failure to rectify errors in proofs submitted to the Customer unless the same have been clearly corrected and notified to the Supplier.
12. Delivery & Payments
- “Delivery” shall mean whichever is the first to occur of (i) the goods leaving the premises of the supplier or subcontracted Supplier or (ii) the supplier giving notice to the Customer that the goods are ready for collection. If the Customer is unable to collect the Goods on the Customers behalf and at the Customer’s expense. All charges for such storage, transport and any insurance shall be payable by the Customer forthwith upon demand.
- The Customer shall inspect the Goods immediately on Delivery and shall give notice in writing to the Supplier within three working days of delivery as to any alleged defect together with details of any defects. The Customer shall permit all such alleged defective goods to be inspected by the Supplier. Failing such notice, the Goods shall be deemed to be in accordance with the contract and the Customer shall be deemed to have accepted the Goods and to be liable to pay therefore.
- The time for delivery shall be the time agreed in writing between the Supplier and the Customer or (if none) a reasonable time after the date of the despatch of the Acceptance provided that the Customer shall not be entitled to reject by reason of late Delivery of any goods delivered after the time for Delivery unless he has given to the Supplier 21 days written notice of his intention to do so and the Goods are not delivered within such time.
- The Supplier may charge or give credit pro rata for work delivered in excess of or less than the quantity ordered up to a maximum of ten percent over or under such work shall constitute due performance of the obligation by the Supplier. Unless the Customer rejects any excess over ten percent within three days of delivery, the same shall be treated as delivered under an independent contract on the same terms and conditions set out herein and the Customer shall pay for the same pro rata.
- Where a Customer specifies deliveries over a period of time (part delivery), the Supplier may invoice the Customer in full, from the time of the first delivery.
- Payment shall be made by the Customer in full without deduction by way of set-off or otherwise within 30 days of the date of the Supplier’s invoice. For the purpose of clause 25.1 hereof the final day of such 30-day period shall be the due date (as referred to in that clause). The Supplier shall have the right to charge interest at 8% over Barclays Bank Plc base rate on overdue accounts.
- The risk in the Goods shall pass to the Customer (i) upon Delivery, or (ii) where the Customer is unable to accept. Delivery as contemplated by clause 12 a), upon the commencement of whichever is the first to occur of storage or transportation.
- Upon any suspension of work at the request of the Customer or delays through any default of the Customer or delay through any default of the Customer the supplier shall be entitled to payment in respect of all work then carried out (whether or not delivered) and all materials ordered.
Until payment has been made in full of all sums (howsoever arising) owing from the Customer to the Supplier:
- Legal and beneficial ownership in the Goods delivered shall be subject to below remain with the Supplier and the Customer shall hold the Goods on a fiduciary basis as bailey of the Supplier in such a way that the Goods are separate and identifiable:
- Unless clause 13.3 below is applicable, the Customer may on on-sell the Goods in the normal course of business in which case the Supplier’s beneficial ownership shall attach to the proceeds of Sale:
- If any of the events referred to in clause 25.1 below occurs in relation to the Customer, the Supplier shall be entitled forthwith and without notice, to repossess the Goods or to require the Customer to deliver them to the Supplier provided that in relation to any contract for the printing of a periodical publication and for the purpose of this proviso, an order for each relevant period shall be treated as a separate contract.
The Supplier shall have a general lien on all property of the Customer in the Supplier’s possession (whether or not paid for) for any sums owned. The Customer hereby irrevocably appoints the Supplier as its exclusive sales agent in relation to such property and in the event that, after having given 7 days’ notice in writing to the Customer, any sums remain outstanding the Supplier as agent may dispose of such property as it sees fit at the best price reasonably obtainable in the circumstances and shall apply the proceeds towards payment of the sums owed and the balance shall be payable to the Customer.
- The Suppliers’ liability to the Customer in respect of a) any breach of its contractual obligations arising under this contract: and (b) any representation, statement or tortuous act or omission including negligence arising under or in connection with this contract (hereafter) an “Event of default”) shall be limited to a sum equal to the Supplier’s charges for the work or that part of it so effected provided that where the Customer shows the same to have resulted from the negligence (as defined in The Unfair Contract terms act 1977) of the Supplier and the Supplier’s liability for death or personal injury shall be unlimited.
- Subject to clause 15 a) above the Supplier shall not be liable to the Customer in respect of any Event of default for loss of profits, goodwill or any type of special indirect or consequential loss howsoever caused (including loss or damage suffered by the Customer as a result of any action brought by a third party) even if such loss was reasonably foreseeable in the contemplation of the Supplier or if the Supplier had been advised of the possibility of the Customer incurring the same.
- The Customer hereby agrees to afford the Supplier not less than 30 days in which to remedy an Event of Default hereunder.
- The Supplier shall be excluded from any other liability whether arising under this contract or otherwise and without prejudice to the generality of the forgoing shall be under no liability for negligence (other than in respect of death or personal injury) respect of any advice given.
- If and to the extent that a court of competent jurisdiction decides that a Supplier shall be liable for any matter other than that contemplated by clause 15 a above, the liability of the Supplier in that case shall be limited to a sum to the Supplier’s charges for the work or the part of it so affected.
- The Supplier shall not be liable howsoever in respect of any failure, delay or defect in the work or default caused by the supply or specification of unsuitable faulty or sub-standard material by the Customer.
Except as expressly stated herein, all conditions, warranties, representation and/ or undertakings, express or implied, statutory or otherwise are excluded.
17. Customer Property
If the Supplier shall hold work on the property of the Customer or any third party shall have no liability for any damage to or loss of such property, whether caused by negligence or otherwise, and the Customer shall indemnify the Supplier in respect thereof. If the Supplier shall hold any such property for more than one year it may give notice to the Customer requiring removal thereof and made dispose of the same if not removed within 30 days of such notice.
18. Materials Supplied
- The Supplier may reject any paper, film, plate, printed sheets, signatures or other materials supplied or specified by the Customer or the resulting product of any for direct input provided by or on behalf of the Customer (“The Materials”) if in the Supplier’s opinion it is unsuitable, substandard or of defective quality. Any additional costs incurred thereby, or if materials are found to be unsuitable at any stage during or after production shall be charged to the Supplier. Such supply or specification must be within a reasonable time prior to production and of an adequate quantity to allow for normal spoilage.
- The Customer shall indemnify the Supplier against any liability which it may incur as the direct or indirect result of the Customer supplying or specifying Materials (for use in the production of the Goods) which are defective, substandard, or unsuitable and the Customer agrees that the Supplier shall not be responsible to the Customer in respect of any defective work arising there from.
19. Standing Matter
Metal, film, glass and other material used by the Supplier in production shall remain its exclusive property. Type may be taken down and lithographic, photogravure and other work destroyed and electronically stored origination material may cease to be stored immediately on completion of the work unless instructions to the contrary in writing are given by the Customer and accepted by the Supplier in which case rent or Other appropriate storage shall be charged be charged by the Supplier.
20. Libel and Obscenity
The Supplier may refuse to print any work if in its opinion it contains matter likely to result in civil or criminal proceedings. Any work seized or ordered to be destroyed or made the subject of any injunctions shall thereupon be deemed to have been delivered to the Customer, and the Supplier shall be paid for the same and for all work carried out on or before the date of such seizure order or injunction as if so delivered.
The Customer hereby undertakes fully and effectually to indemnify and to keep indemnified and in the case of legal fees to reimburse on an indemnity basis the Supplier from and against all costs, expenses, damages, and losses in connection with any third-party claims or proceedings whatsoever (including claims or proceedings settles by the Supplier in its discretion) in respect of Goods made or worked on or work carried out by the Supplier pursuant to this contract. The foregoing includes (but not by way of limitation) claims or proceedings relating to tortuous acts (including defamation) copyright, registered designs, design rights, trade or service marks, patents and any other industrial or intellectual property.
- The Customer hereby covenants to indemnify and keep indemnified the Supplier from and against any claims, costs, damages, and expenses whatsoever and any reduction in value of the assets or increase in the liabilities of any of them arising from or in consequence of or in connection with any failure by the Customer or any member of the Customer’s group to duly and punctually perform all their obligations pursuant to this Contract or any other contract, agreement, lease, right or arrangement whatsoever (a “Relevant Transaction”).
- The Supplier shall not be obliged to pay any sum to the Customer (or any member of the Customer’s Group) pursuant to this Contract or any Relevant Transaction if and for so long as, the Customer (or any member of the Customer’s group) is in default of making payment to the Supplier under this contract or under a Relevant Transaction.
- Without prejudice to 15.b above, the Supplier may set-off any amount owned by it to the Customer or any member of the Customer’s group against any liability owed to it by the Customer or any member of the Customer’s Group (whether such liability be actual or contingent, liquidated or un-liquidated, ascertained or unascertained).
- If an obligation to make payment is unliquidated or unascertained, the Supplier may in good faith set-off the amount it estimates (in good faith) will be the amount of such obligation once it becomes liquidated or ascertained. “Customer’s Groups” shall include all subsidiaries (as defined in the Companies Act 1985) of the Customer’s ultimate parent undertaking.
- Nothing in this clause shall be effective to create a charge or security interest. This clause shall be without prejudice and in addition to any right of set-off, combination of accounts, lien or other right to which any party is at any time otherwise entitled (whether by operation of law, contract or otherwise).
23. Data Protection – The processing of personal data
- As part of the services commissioned from it the Company may have to process personal data on behalf of the Customer.
- The Company undertakes to process the data only for the purposes stipulated by the Customer, and not to process it in any other way, and to follow the Customer’s instructions.
- The Company undertakes to comply with the legal obligations in respect of processing of personal data, in particular concerning the obligations to inform the persons concerned and of exercise of the rights of the persons concerned.
- The Company guarantees the confidentiality of the processed data, and undertakes to impose this obligation on its employees and partners.
- In respect of its tools, products, applications and services the Company must take into account data protection principles by design and data protection by default.
- For the full term of the contract the Company undertakes to establish adequate data security measures in accordance with best practice.
- The Company must inform the Customer:
of any presumed breach of the regulations concerning processing of personal data.
of all legal, administrative or judicial obligations given to it to transfer the data to a third party.
of any breach of the data as rapidly as possible after becoming aware of it.
- The Company shall not make any copies of the data or destroy the data without the Customer’s prior, written agreement, except for necessary operations in performance of the services.
- The Company shall give the Company the necessary documentation required under the regulations to demonstrate compliance with all its contractual and legal obligations, and to enable audits to be conducted by the Customer, on terms to be agreed between the Parties.
- Bearing in mind the nature of the services supplied by the Company, the Customer acknowledges that it is not technically possible to inform it of the selected subcontractors. However, in the event of an inspection by the competent authorities the Company undertakes to supply at the first request to the Customer or to the competent authority all information relating to the subcontractor(s).
- In any event, the Company shall remain fully liable for performance by its subcontractor of its obligations, and for compliance with the applicable legislation.
- The Customer undertakes to give the Company all documents or information required concerning the purposes of the processing, the types of data collected, the categories of persons concerned, and all information required for satisfactory performance of its obligations, and for compliance with the regulations in force.
- The Customer undertakes to document in writing all instructions relating to data processing.
- For the full term of the processing, the Customer shall ensure that the legal obligations in force relating to data protection are met.
- The Customer shall be solely liable for all deeds, errors and acts of negligence committed, and for all decisions taken by it or its employees relating to data processing. The Customer shall hold the Company harmless against all consequences of any legal action in this respect.
24. Force Majeure
Neither party shall be in breach of this contract if there is any total or partial failure of performance by it of its duties and obligations under this contract occasioned by any act of God, fire, flood, power failure, reduction of power supplied, mechanical failure, lack of or shortage of materials (not being due to the wilful default of the party) act of Government or State, war, civil commotion, insurrection, embargo, strike, lockout, industrial dispute or action taken by the party or any other person, firm or company in connection therewith, and any other reason beyond the control of either party. If either party is unable to perform its duties and obligations under this contract as a direct result of one such reason such parties shall give written notice to the other of such inability stating the reason in question. The operation of this contract shall be suspended during the period (and only during the period) in which the reason continues. Forthwith upon the reason ceasing to exist the party relying upon it shall give written advice to the other of this fact. If the reason continues for a period of more than 90 days, the party not claiming relief under this clause 23 shall have the right to terminate this contract upon giving 30 days written notice of such termination to the other party.
25. Customer Default
If the Customer shall be default under this contract or any other contract with the Supplier, or any subsidiary thereof or if the Supplier has reason to believe that the Customer will be unable or unwilling discharge it obligations to the Supplier as they arise then the Supplier 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 all Goods and services supplied by the supplier under this or any other contract with the Customer (whether or not payment would otherwise be due) and a proper charge for all Goods used or provided and work carried out prior to cessation of work as aforesaid.
- Both the Supplier and the Customer shall have the right at any time by giving notice in writing to the other to terminate this contract forthwith upon the happening of one or more of the following events.
– If the other shall fail to make any payment hereunder within three days of the due date or to remedy any other breach within thirty days upon being required to do so in writing.
– If the other shall enter into liquidation, whether compulsory or voluntary (other than for the purpose for amalgamation or reconstruction) or compounded with or enters into scheme of arrangement for the benefit of its creditors or has a receiver appointed for all or any part of its assets or takes or suffers any similar action in consequence of debt or as a petition for an administration order presented in relation to it.
- The Supplier shall have the right at any time, by giving notice in writing to the Customer, to terminate this contract forthwith if the Customer shall fail to make any payment owing from it to the Supplier from time to time and howsoever arising in full within three days of the due date of such payment.
- Periodical Publication: A contract for the printing of periodicals may be terminated at any time by either party giving to the other written notice as follows:
Nature of Publication Minimum Length of Notice
Weekly, Fortnightly, Monthly 13 weeks
Bi-monthly, Quarterly 26 weeks
Termination of this contract for whatsoever cause shall not affect the rights or remedies of either party in respect of any antecedent breach or in respect of any sum of money owing by the other.
Notices shall be deemed to be served when delivered or posted to the last known address of the party to be served.
This contract shall be governed by the construed in accordance with the laws of England and all disputes arising in connection with the contract shall be submitted to the non-exclusive jurisdiction of the English courts.
The heading shall not affect the meaning or interpretation of this contract.
If and insofar as any part of provision of this contract is or becomes void or unenforceable it shall be deemed not to be or never to have been or formed a part of this contract and the remaining provisions of this contract shall continue in full force and effect. The parties shall meet to discuss the void and unenforceable provisions and shall substitute therefore lawful and enforceable provision which so far as possible results in the same economic effects.
32. Entire Agreement
The making, execution and delivery of this contract have been induced by no representations, statements, warranties or agreements other than those herein expressed. Unless expressly agreed otherwise in writing between the Supplier and the Customer, this contract embodies the entire agreement of the parties and there are not other agreements or understandings, written or oral, in effect between the parties relating to the subject matter hereof. This contract shall not be modified, amended, or varied except in writing signed by duly authorised representatives or the parties.
No failure or delay on the part of either party hereto to exercise any right or remedy under this contract shall be construed or operated as a waiver thereof, nor shall any party’s exercise of any right or remedy preclude the further exercise of such right or remedy as the case may be.