General Terms and Conditions
- DEFINITIONS
In these terms and conditions the following word or words shall have the
following meanings:
1.1 ‘Contract’ means each contract for the sale of goods and/or the supply of services.
1.2 ‘Customer’ means the individual, company or organisation named overleaf who orders the goods and/or products and services specified on the terms set out in this Contract or as notified by the Supplier to the Customer from time to time.
1.3 ‘Goods and/or products and services’ means the goods and/or products and services as specified in any Contract documents, which the Supplier agrees to provide to the Customer.
1.4 ‘Supplier’ means The XLC Print Studio Ltd. - APPLICATION OF TERMS
2.1 These conditions are the only conditions upon which the Supplier is prepared to deal with the Customer and they shall govern the Contract to the entire exclusion of all other terms.
2.2 Each order for goods and/or services by the Customer from the Supplier shall be deemed to be an offer by the Customer to buy goods and/or services subject to these conditions and any acceptance of an Order by the Supplier shall be deemed to constitute an agreement to comply with these conditions.
2.3 No variation to an Order or these conditions shall be binding unless agreed in writing by an authorised representative of the Supplier. - OBLIGATIONS OF THE SUPPLIER
3.1 The Supplier agrees to deliver the goods and/or products and services to the Customer subject to payment as referred to at section 4 of these Terms.
3.2 The goods and/or services supplied by the Supplier to the Customer under these conditions shall conform to any specification and be of satisfactory quality and fit for any purpose held out by the customer.
3.3 Except as set out in these conditions all warranties, conditions and other terms implied by statute or common law in relation to the goods and/or services supplied by the Supplier to the Customer under these conditions are to the fullest extent permitted by law, excluded from this Contract.
3.4 The date for the delivery of the goods and/or services by the Supplier to the Customer shall be the date specified in the Order, or as agreed in writing.
3.5 The time for delivery of the goods and/or services shall not be of the essence.
3.6 Any delays in the delivery of the goods and/or services shall not entitle the Customer to refuse to take delivery of the goods and/or services or terminate this agreement. - CUSTOMER OBLIGATIONS
4.1 The Customer shall be responsible for maintaining the goods supplied as recommended by the Supplier and/or the manufacturer, or if products and services have been provided the Customer acknowledges that they have been requested in accordance with the Customer’s request.
4.2 The Customer shall notify the Supplier, in writing, within seven days of delivery of any problems that arise.
4.3 The Customer shall provide the Supplier with all and any information that is requested by the Supplier to enable the Supplier to carry out its obligations under this Contract. - TITLE
5.1 The risk in the goods delivered by the Supplier to the Customer shall pass to the Customer on delivery.
5.2 Title to the goods delivered to the Customer by the Supplier shall not pass to the Customer until the Supplier has received payment in full (in cash or cleared funds)
for such goods supplied or all other sums which are or which become due to the Supplier from the Customer for the sale of the goods and/or supply of services. - PRICE AND PAYMENT
6.1 The price of the goods and/or services shall be as stated in the Contract and shall be exclusive of value added tax.
6.2 A non-refundable deposit may be required at the discretion of the Supplier.
6.3 The Customer shall pay to the Supplier the price of the goods and/or services in full prior to production unless otherwise agreed in writing.
6.4 The Supplier reserves the right to charge any sums to which they are entitled pursuant to the Late Payment of Commercial Debts (Interest) Act 1998, as amended and supplemented by the Late Payment of Commercial Debt Regulations 2002. - TERMINATION
7.1 Without prejudice to any other rights or remedies, the Supplier may terminate the contract without liability to the Customer immediately on giving notice to the Customer if:-
a) the Customer fails to pay any amount due under the Contract on the due date for payment and remains in default not less than 7 days after being notified in writing to make such payment; or
b) the Customer commits a material breach of any of the terms of the Contract; or
c) any distress, execution or process is levied upon any assets of the Customer; or
d) the Customer is declared bankrupt, or making an arrangement with or for the benefit of his creditors; or
e) the Customer makes a resolution for its winding up, makes an arrangement or composition with its creditors or makes an application to Court of competent jurisdiction from its creditors or an administration or winding up order is made for an administrator or receiver is appointed in relation to the Customer. - LIMITATION OF LIABILITY
8.1 This condition 8 sets out the entire financial liability of the Supplier (including any liability for the acts or omissions of its employees, agents consultants, and subcontractors) to the Customer in respect of: a) any breach of the Contract; b) any use made by the Customer of the goods and/or services; and c) any representation, statement or tortuous act or omission (including negligence) arising under or in connection with the Contract.
8.2 All warranties, conditions and other terms implied by statute or common law are, to the fullest extent permitted by law, excluded from the Contract.
8.3 Nothing in these conditions limits or excludes the liability of the Supplier: a) for death or personal injury resulting from negligence; or b) for any damage or liability incurred by the Customer as a result of fraud or fraudulent misrepresentation by the Supplier.
8.4 Subject to condition 8.2 and condition 8.3 a) the Supplier shall not be liable for: (i) loss of profits; (ii) loss of business; or (iii) depletion of goodwill/or similar losses; or (iv) any special, indirect, consequential or pure economic loss, costs, damages, charges or expenses. - FORCE MAJEURE
The Supplier reserves the right to defer the date of the delivery of goods and/or services or to cancel the Contract if it is prevented or delayed in the carrying on of its business due to circumstances beyond its reasonable control including, without limitation, war, national emergency, or probative governmental regulations. - GENERAL
10.1 The Customer shall not assign any rights or obligations under this Agreement without the prior written consent of the Supplier.
10.2 The Customer and the Supplier acknowledge that neither party has relied upon any oral representations made to it by the other, or its employees, or agents, and has made its own investigations into all matters relevant to the Contract. Where oral representations have been made they are only effective if confirmed in writing.
10.3 Any notice, invoice or other document which may be given by either party under this Agreement shall be deemed to have been given if left at or sent by post or fax (confirming by post) to an address notified by the other party in writing as an address to which notices or other documents may be sent.
10.4 The Supplier’s address for service of any notice shall be its Registered Office address or any other address that the Supplier shall notify to the Customer.
10.5 If any provision of the Contract is found by any Court, Tribunal or administrative body of competent jurisdiction to be wholly or partly invalid or unenforceable, the validity of the remainder shall not be affected.
10.6 Failure or delay by the Supplier in enforcing or partially enforcing any provision of the Contract shall not be construed as a waiver of any of its rights under the Contract.
10.7 Any waiver by the Supplier or any breach of contract by the Customer shall be deemed a waiver of any subsequent breach.
10.8 The parties to the Contract do not intend that any term of the Contract shall be enforceable by virtue of the Contract (Rights of Third Party Act) 1999 by any person that is not a party to it.
10.9 The Contract shall be governed by English law and the parties submit to the exclusive jurisdiction of the English Courts.
Design Terms & Conditions
The XLC Print Studio Ltd Design Service Terms and Conditions of Service
The following Terms and Conditions of Service apply to all artwork, graphic design and typesetting services provided by The XLC Print Studio Ltd.
All work is carried out by The XLC Print Studio Ltd on the understanding that the client has agreed to abide by The XLC Print Studio Ltd’s terms and conditions as set out below.
Copyright and ownership of all graphic design work is retained by The XLC Print Studio Ltd including concepts/ideas, proofs and illustrations (unless specifically released in writing). A release fee will be applied to any artwork files requested at a date later than the initial approval, copyright and ownership will the reside with the customer.
Project Acceptance
At the time of proposal, The XLC Print Studio Ltd will provide the customer with a quotation by email as requested. The client must send an official order in reply to the quotation in order for the work to proceed.
Design Fees & Payment
Fees for design services to be provided by The XLC Print Studio Ltd, will be set out in the written quotation that is provided to the customer. Acceptance of the quotation indicates acceptance of the Terms & Conditions. A deposit is required when the quotation is accepted. The client will be asked to provide artwork sign-off before artwork is finalised. If artwork is being supplied to the customer it will be emailed or otherwise electronically transferred to them in the format(s) detailed on the quotation. If no format is stated it is assumed the artwork is being prepared for print by The XLC Print Studio Ltd or its suppliers and no electronic version will be sent. Full payment is required when the artwork is completed. Clients who have an account arranged with The XLC Print Studio Ltd will have this added to their account and payment will be required no later than 30 days from the release of the artwork. Accounts which remain outstanding for 30 days after the date of invoice may incur an extra charge of 10% plus the Bank of England base rate per month of the outstanding amount.
Default
An account shall be considered default if it remains unpaid for 30 days from the date of invoice, or following a returned cheque. The XLC Print Studio Ltd shall be considered entitled to remove The XLC Print Studio Ltd’s and/or the customer’s material from any and all computer systems, until the amount due has been fully paid. This includes any and all unpaid monies due for services, including, but not limited to, hosting, domain registration, search engine submission, design and maintenance, sub-contractors, printers, photographers and libraries.
Removal of such materials does not relieve the customer of it’s obligation to pay the due amount. Customers whose accounts become default agree to pay The XLC Print Studio Ltd reasonable legal expenses and third party collection agency fees in the enforcement of these Terms and Conditions.
Copyrights and Trademarks
By supplying text, images and other data to The XLC Print Studio Ltd for inclusion in the customer’s brochure or other medium, the customer declares that it holds the appropriate copyright and/or trademark permissions. The ownership of such materials will remain with the customer, or rightful copyright or trademark owner.
Any artwork, images, or text supplied and/or designed by The XLC Print Studio Ltd on behalf of the customer, will remain the property of The XLC Print Studio Ltd and/or it’s suppliers.
By supplying images, text, or any other data to The XLC Print Studio Ltd, the customer grants The XLC Print Studio Ltd permission to use this material freely in the pursuit of the design and to utilise the designs in The XLC Print Studio Ltd’s portfolio unless agreed otherwise.
Alterations
The customer agrees that changes required over and above 3 revisions or required to be carried out after acceptance of the draft design will be liable to an additional charge. The customer also agrees that The XLC Print Studio Ltd holds no responsibility for any amendments made by any third party, before or after a design is published.
Proofing
Written approval of artwork by email in reply to a proof email from The XLC Print Studio Ltd is required before the artwork will be finalised. Any errors is text, format, details, colour, spelling, grammar, imagery, or any other design related elements will be the responsibility of the client and The XLC Print Studio Ltd will not be held responsible after this approval.
Formats
The XLC Print Studio Ltd agrees to provide any artwork in the format(s) stated in the quotation. If no format is stated it is assumed the artwork is being prepared for print by The XLC Print Studio Ltd or its suppliers and no electronic versions will be sent. If additional formats are required these will incure an additional charge to be confirmed at the time of request. Depending on the original artwork some formats may not be available or appropriate.
Rights of Refusal
The XLC Print Studio Ltd will not include in its designs, any text, images or other data which it deems to be immoral, offensive, obscene or illegal. All advertising material must conform to all standards laid down by all relevant advertising standards authorities. The XLC Print Studio Ltd also reserves the right to refuse to include submitted material without giving reason. Any images and/or data that The XLC Print Studio Ltd does include in all good faith, and then finds out that it contravenes these Terms and Conditions, the customer is obliged to allow The XLC Print Studio Ltd to remove the contravention without hindrance, or penalty. The XLC Print Studio Ltd is to be held in no way responsible for any such data being included.
Data retention
The XLC Print Studio Ltd holds no responsibility for retaining any files or source material after the initial release and/or use. Although The XLC Print Studio Ltd aim to make any artwork created or source material available for future re-prints, changes, re-orders or other uses this cannot be guaranteed.
Disclaimer
The XLC Print Studio Ltd makes no warranties of any kind, express or implied, for any and all products and/or services that it supplies. The XLC Print Studio Ltd will not be held responsible for any and all damages resulting from products and/or services it supplies. The XLC Print Studio Ltd is not responsible for any loss, or consequential loss of data, or non-delivery of products or services, of whatever cause. The customer agrees not to hold The XLC Print Studio Ltd responsible for any such loss or damage. Any claim against The XLC Print Studio Ltd shall be limited to the relevant fee(s) paid by the customer.
The XLC Print Studio Ltd reserves the right to use the services of sub-contractors, agents and suppliers and any work, content, services and usage is bound by their Terms and Conditions. The XLC Print Studio Ltd will not knowingly perform any actions to contravene these and the client also agrees to be so bound.
General
These Terms and Conditions supersede any previous Terms and Conditions distributed in any form. The XLC Print Studio Ltd reserves the right to change any rates and any of the Terms and Conditions at any time and without prior notice.