CONDITIONS OF TRADING
While we believe that the standing we enjoy is built upon a reputation for providing a service to the highest competitive standards, even the best of enterprises must take account of the possibility however remote, of error, omission or wrongdoing. We therefore draw your attention to the following standard conditions (and in particular Conditions 10, 20, 21, 22 and 25 thereof) which contain provisions defining and limiting our liability in respect of any potential default. Copying, whether of words, images, printed music or other material is likely to comprise a breach of copyright unless it is authorised.
In these Conditions:-
“Surefoot Communications Limited” means an independently owned business operating under the rules governing limited companies;
“the Customer” means the person, firm, company or organisation who orders the Commissioned Work pursuant to these Conditions;
“the Customer’s Materials” means all materials delivered to or collected by Surefoot Communications Limited by the Customer;
“the Commissioned Work”means the physical design work, printing or other work howsoever described including where the context so admits, each edition of a periodical publication ordered by the Customer from Surefoot Communications;
“Intellectual Property Rights” means any copyright, design right, registered design, trade mark whether registered or not, right of confidentiality or any other similar right whether arising in the United Kingdom or elsewhere in the world.
“Origination Items” is defined in Condition 21(b)
Surefoot Communications Limited and the Customer shall contract subject to these Conditions which shall govern their relationship to the exclusion of any other terms and conditions contained or referred to in the Customer’s order or in correspondence or elsewhere or implied by trade custom, practice or course of dealing and any purported provisions to the contrary are hereby excluded. No variation of these Conditions shall be binding upon Surefoot Communications Limited unless made in writing and signed by a duly authorised representative of the Surefoot Communications Limited.
(a) Unless expressly stated to the contrary all costs and fees are exclusive of any applicable value added or any other sales tax and any applicable delivery charges, for which the Customer shall be additionally liable.
(b) Surefoot Communications Limited reserves the right to increase any part of the costs or fees payable:-
(i) in respect of design work where the Customer’s requirements are not clear, necessitating the production of additional proofs;
(ii) where poor quality artwork is provided by the Customer necessitating the use of additional print requirements e.g. printing plates, cutting forms, scans, artwork re-creation;
(iii) where the Commissioned Work is ordered more than ten working days prior to delivery, to reflect any increase in the cost to Surefoot Communications Limited which is due to any factor beyond the control of Surefoot Communications Limited such as, without limitation, increases in the costs of labour, materials or other costs, any change in delivery dates, quantities or specifications requested by the Customer, any delay caused by any instructions of the Customer, failure of the Customer to give Surefoot Communications Limited adequate information or instructions or failure of the Customer to supply clear or legible copy.
Surefoot Communications Limited shall notify the Customer of the amount of any increase prior to carrying out any further work. The Customer shall have the right to cancel the order if the price has increased by more than 10% as soon as reasonably practicable on receiving notification of such increase but shall pay Surefoot Communications Limited on a pro rata basis calculated from the costs and fees originally agreed for any part of the Commissioned Work which had been completed at the time of cancellation of the order.
(c) Without prejudice to the above, Surefoot Communications Limited will not be bound by any estimate given until it has received complete instructions and has had sight of and accepted the Commissioned Work required.
(d) Unless otherwise agreed in writing by Surefoot Communications Limited, payment of the Surefoot Communications Limited’s invoices shall be made at time of delivery of the Commissioned Work.
(e) Customers may apply to become credit account Customers which application may be accepted at Surefoot Communications Limited’s sole discretion. Credit account Customers shall pay Surefoot Communications Limited within 14 days of the date of Surefoot Communications Limited invoice.
(f) If the Customer fails to make payment on the due date, Surefoot Communications Limited shall be entitled to charge the Customer interest at the annual rate of 4% above the base rate ruling, from time to time. This sub-clause shall continue to apply notwithstanding that Surefoot Communications Limited obtains judgment against the Customer.
(g) Surefoot Communications Limited may require the Customer to pay a deposit at the time the order is placed. Furthermore, if in the opinion of Surefoot Communications Limited, the creditworthiness of the Customer shall have deteriorated prior to delivery, Surefoot Communications Limited may require full or partial payment of the price prior to delivery.
4. Preliminary Work
Surefoot Communications Limited shall charge and the Customer shall pay the Surefoot Communications Limited for all preliminary work carried out, whether experimental or otherwise, at the Customer’s request. In the event that Surefoot Communications Limited accepts early termination by the Customer of any preliminary work, the Customer shall pay Surefoot Communications Limited for the preliminary work, if any, carried out prior to such termination on a pro rata basis.
It shall be the responsibility of the Customer to inspect all proofs submitted for approval and Surefoot Communications Limited shall not be liable to the Customer for any errors not corrected by the Customer in proofs so submitted. The Customer’s alterations and any additional proofs necessitated thereby shall be charged extra to the Customer.
6. Full Colour Printing
(a) Due to the nature of the processes involved, Surefoot Communications Limited does not guarantee that the Commissioned Work will match the Customer’s Materials in colour, saturation or texture.
(b) Customers who require colour reproduction to a specific standard must state this requirement in writing in their order and request a set of wet proofs for each item to be printed. An additional charge shall be made to the Customer for this service which shall be agreed with the Customer prior to commencement of the Commissioned Work.
(c) The Customer shall be responsible for ensuring that the Customer’s Materials supplied are suitable for full colour printing and the Customer’s attention is brought to Condition 20(b) in this respect.
7. Variations in Quantity
Surefoot Communications Limited shall endeavour to deliver the correct quantity of the Commissioned Work but orders for the Commissioned Work are accepted on the condition that the Customer accepts a margin of 5% for over supply or shortfalls in quantity.
Delivery of the Commissioned Work shall be made by Surefoot Communications Limited unless otherwise agreed.
9. Delivery is free within 10 miles. If the place of delivery is outside 10 miles, Surefoot Communications Limited may charge for such delivery and insurance at the rates ruling at the date of delivery.
10. Surefoot Communications Limited shall endeavour to fulfil all orders which may from time to time be placed with it by the Customer and shall endeavour to comply with delivery dates quoted but the time for delivery shall not be of the essence. Surefoot Communications Limited SHALL NOT BE LIABLE FOR ANY LOSS DIRECTLY OR INDIRECTLY ATTRIBUTABLE TO ANY DELAY BEYOND THE STATED DELIVERY DATE.
11. Where the order is to be delivered in instalments, each delivery shall constitute a separate contract and failure by Surefoot Communications Limited to deliver any one or more of the instalments in accordance with these Conditions or any claim by the Customer in respect of any one or more of the instalments shall not entitle the Customer to treat the order as a whole as repudiated or cancelled.
12. Risk & Title
The risk in the Commissioned Work shall pass to the Customer on delivery and the Customer should therefore be insured accordingly.
13. Notwithstanding delivery and passing of risk, the legal property in and beneficial ownership of the Commissioned Work shall remain with Surefoot Communications Limited until the Customer has paid all money owed by it to Surefoot Communications Limited.
14. Surefoot Communications Limited may for the purpose of checking that these Conditions are being complied with or recovering the Commissioned Work enter upon any premises where it is stored or where Surefoot Communications Limited reasonably believes it to be stored.
15. Until payment is made the Customer shall possess the Commissioned Work as fiduciary bailee and agent only and shall store each item of the Commissioned Work securely and separately from the Customer’s own goods or those of any other person or previously Commissioned Work and in a manner which makes them readily identifiable by reference to Surefoot Communications Limited’s invoices.
16. The Customer’s right to possession of the Commissioned Work shall cease if any of the events described in Condition 28 occurs.
17. The Customer grants Surefoot Communications Limited an irrevocable licence to enter any time any vehicle or premises owned or occupied by the Customer or in its possession for the purpose of repossessing and removing any of the Commissioned Work the property in which has remained in Surefoot Communications Limited under Condition 13. Surefoot Communications Limited shall not be responsible for and the Customer will indemnify Surefoot Communications Limited against liability in respect of damage caused to such vehicles or premises in such repossession and removal being damage it was not reasonably practicable to avoid.
18. Conditions 12, 13, 14, 15, 16 and 17 are without prejudice to Surefoot Communications Limited’s rights and remedies if the Customer fails to make payment on the due date or is otherwise in breach of the terms of these Conditions.
19. Standing Material
All metal, film, glass and other materials used by Surefoot Communications Limited in the production of type, plates, moulds, stereotypes, electrotypes, film settings, negatives, positives and the like belong to Surefoot Communications Limited absolutely subject to Condition 21 below regarding origination items.
20. Customer’s Materials
(a) Whilst Surefoot Communications Limited shall endeavour to preserve the Customer’s Materials in good order (subject to such wear and tear as may be incurred in the course of printing or carrying out the design work), they remain at the Customer’s risk and liability for damage to, destruction or loss of such materials is excluded save where such damage, destruction or loss is caused by Surefoot Communications Limited’s negligence. The Customer shall supply adequate quantities of such materials to cover spoilage.
(b) Whilst Surefoot Communications Limited shall endeavour to maintain its usual quality standards where the Customer’s Materials are used, Surefoot Communications Limited shall not be liable for imperfect work caused by defects in or unsuitability of the Customer’s Materials and the Customer shall not be entitled to reject such work.
(c) Surefoot Communications Limited shall have a lien over the Customer’s Materials against payment of all costs or fees due to it by the Customer from time to time and shall be entitled (if any payment is not made on the due date) to dispose of the Customer’s Materials for such sums (if any) as Surefoot Communications Limited may in its discretion think appropriate towards settlement of the amount due.
21. Design Work
(a) Subject as provided in this Condition, All design work originated by Surefoot Communications Limited shall, as to its material elements and as to the copyright or design right in relation to it, belong to Surefoot Communications Limited, and the Customer shall not have any right to reproduce or authorise any other person to reproduce any such design work in whole or in part or to do any act which would, in the absence of authorisation by Surefoot Communications Limited, infringe any copyright or design right which may subsist in relation to any such design work.
(b) In the course of the design work Surefoot Communications Limited may originate physical material (including without limitation artwork, photographic negatives, transparencies and printing plates, together with all other intermediate material including film work, stereotypes, proofs and progressives). This is referred to in these Conditions as “Origination Items”. Subject as provided in this Condition all Origination Items belong to Surefoot Communications Limited absolutely.
(c) On due payment by the Customer for design work by Surefoot Communications Limited, Surefoot Communications Limited will:
(i) return to the Customer the Customer’s Materials;
(ii) deliver and transfer to the Customer the Origination Items; and
(iii) at the Customer’s request assign to the Customer Surefoot Communications Limited’s copyright and design right in relation to the design work subject to payment by the Customer of all additional expenses relating to such assignment.
Subject always to Condition 23 below:-
(a) Surefoot Communications Limited shall not be liable to the Customer in respect of a claim relating to the Commissioned Work unless the Customer shall notify Surefoot Communications Limited in writing of such claim such notice to be received by Surefoot Communications Limited within the following time limits depending upon the nature of the claim:-
Nature of the Claim Time Limit
Damage, loss or
in transit within 5 days of delivery
Non-delivery within 5 days of despatch
Any other claim within 14 days of delivery
Provided that the above time limits shall not apply where the Customer can show that compliance with the time limits was not possible and that notice of the Customer’s claim had been given to Surefoot Communications Limited as soon as reasonably practicable.
(b) any liability incurred by Surefoot Communications Limited in respect of any of the Commissioned Work supplied pursuant to these Conditions howsoever arising shall be limited to re-printing the Commissioned Work, refunding the costs or fees paid or replacing or refunding the cost of the Customer’s Materials at the Customer’s option, save that nothing in this Condition shall operate to exclude any liability on the part of Surefoot Communications Limited for personal injury or death.
23. These Conditions do not and will not affect the statutory rights of the Customer as a consumer. No provision in these Conditions which would be void by virtue of Section 6 or Section 20 of the Unfair Contract Terms Act 1977 (as amended) shall apply to any consumer transaction governed by these Conditions.
24. For the purposes of the foregoing the expressions “consumer” and “consumer transaction” shall have the respective meanings given thereto in paragraph 2 of the Consumer Transactions (Restrictions on Statements) Order 1976 (as amended).
25. Force Majeure
Surefoot Communications Limited shall not be liable to the Customer or be deemed to be in breach of any order for the Commissioned Work by reason of any delay in performing or failure to perform any of Surefoot Communications Limited’s obligations in relation to the order placed by the Customer if the delay or failure was due to any cause beyond Surefoot Communications Limited’s reasonable commercial control.
26. Customer’s Warranty and Indemnity
(a) Surefoot Communications Limited may refuse to print any of the Customer’s Materials which in its opinion contains any defamatory or obscene matter or may infringe any Intellectual Property Rights of any third party.
(b) The Customer warrants to Surefoot Communications Limited that it owns the Customer’s Materials and all Intellectual Property Rights in them and that the Customer’s Materials do not infringe any Intellectual Property Rights of any third party and would not if used in relation to the sale of any Commissioned Work or the provision of any services infringe any Intellectual Property Rights of any third party.
(c) The Customer shall indemnify Surefoot Communications Limited and keep it indemnified in respect of all costs, claims, liabilities and expenses to which Surefoot Communications Limited may be subject as a result of any claim that any of the Customer’s Materials or any design material originated by Surefoot Communications Limited on the instructions of the Customer contains any defamatory or obscene matter or infringes any Intellectual Property Rights of any third party. The indemnity shall extend (without limitation) to any amount paid on a lawyer’s advice in settlement of any such claim and to Surefoot Communications Limited’s legal costs.
27. Periodical Publications
Where the Customer places an order with Surefoot Communications Limited for the printing of periodical publications such a contract may only be terminated by one party giving the other party written notice. The minimum period of such notice shall be as follows:-
Nature of Publication Length of Notice
Weekly 1 month
Fortnightly 2 months
Monthly 3 months
Quarterly 6 months
This Condition is without prejudice to Surefoot Communications Limited’s right to terminate the contract with immediate effect if the Customer fails to make payment on the due date or is otherwise in breach of the terms of these Conditions.
28. Insolvency and Breach
(a) the Customer, being a company, makes any arrangement or composition with its creditors or has a receiver or administrator appointed or if the Customer is unable to pay its debts within the meaning of Section 123 of the Insolvency Act 1986 or becomes insolvent or goes into liquidation within the meaning of Section 247 of the Insolvency Act 1986 or an order is made or resolution passed for winding up (except for voluntary amalgamation or reconstruction); or
(b) the Customer, being an individual, has a bankruptcy petition presented against him or is unable to pay his debts within the meaning of Section 123 of the Insolvency Act 1986 or becomes insolvent or makes any arrangement or composition with his creditors or takes any similar action in consequence of debt;
(c) the Customer is in breach of any of its obligations under these Conditions, then Surefoot Communications Limited without prejudice to any of its other rights may immediately suspend the performance of any order placed by the Customer and shall be entitled to charge the Customer, and the Customer shall immediately become liable to pay, for any Commissioned Work already carried out (whether completed or not) including the cost of any materials purchased on behalf of the Customer.
In the event of any provision of these Conditions being or becoming legally ineffective or unenforceable either in its entirety or in part this shall be without prejudice to the validity of and shall not invalidate the remaining provisions of these Conditions which shall remain in full force and effect.
30. Entire Agreement
These Conditions constitute the entire agreement of the parties as to the subject matter hereof and supersede all previous agreements and understandings (if any) between the parties and all representations made with respect thereto.
31. Governing Law
These Conditions shall be governed by English law and the parties hereby submit to the non-exclusive jurisdiction of the English Courts.