Terms & Conditions

1. DEFINITIONS

The following words and phrases have special meanings in these terms:

• “Powlsons”, “the Company”, “we”, “us” or “our” refers to Powlsons Limited;
• “Customer”, “you” or “your” refers to the person, business or company from whom orders for work are received and with whom Powlsons Limited enter into a lawfully binding contract;
• “suitable for the purpose intended” shall include ensuring that a computer file is of the correct format and correct type for its intended use. For example colour bitmap images must be supplied as “cymk tiffs”; therefore “rgb tiffs” or jpeg files are not “suitable for the purpose intended

2. GENERAL PROVISIONS

These terms:

• are written in plain English and should be read using the ordinary everyday meaning;
• should not be considered in any way as to try and give a word, phrase or expression a different meaning to the ordinary everyday meaning;
• are a complete and exclusive statement of the agreement between Powlsons and the Customer for Powlsons to supply work from time to time to the Customer;
• supersede all prior agreements whether written or oral and all other representations or communications;
• apply whenever business is conducted between Powlsons and Customer;
• do not confer on any third party the right to enforce any of the terms of this agreement in accordance with the Contracts (Right of Third Parties Act 1999)

Powlsons provides graphic arts and printing services which can be technically complex. The relationship between the Customer and Powlsons is professional in nature. The Customer is therefore deemed to have knowledge of the technical aspects of the printing industry and its systems, procedures, practices and processes. The Customer has an obligation to ensure that it and its employees or agents are sufficiently knowledgeable about such matters and cannot rely on ignorance or doubt as a defence in any dispute or question that may arise.
Any handwritten or typed amendments (or any other defacement) to these terms do not form part of these terms nor an amendment to them and must be disregarded in their entirety,
Variations to these terms and conditions:

• may only be made if we expressly notify you in writing of a variation to this complete and exclusive agreement;
• shall not apply to any order that is in progress

Any proposed alternative terms or a proposal to vary these terms in any form submitted by you for example on you purchase order shall not be valid nor shall any action by us including acceptance of an order purporting to be in accordance with any other terms and conditions be construed as meaning that any alternative terms and conditions have been accepted.

3. PRICE, ESTIMATES AND ORDERS

We will:

• provide you with an estimate of the price to be charged for a particular order if you request one before an order is placed;
• provide such estimates based on current cost of production;
• do our best to ensure that an estimate remains valid for 28 days although we may amend any estimate if it is necessary to do so;

It is your sole responsibility to:

• request an estimate before placing an order;
• confirm any price before placing an order.

If a price has not been expressly agreed at or before the time you place an order we shall charge you in accordance with our normal pricing structure and you shall not subsequently dispute the price charged.
Estimates supplied by us are not offers to enter into legally binding contracts they are indications of the price that we may charge.
It is your sole responsibility to ensure that the specification or description of the product or service that you are ordering is correct and will meet your requirements. We are not responsible for checking whether or not the product or service that you have asked us to supply is suitable for your purpose.

4. VAT and other taxes

All estimates given and orders accepted will exclude Value Added Tax or any other taxes or duties or royalties. If any such tax duty or royalty becomes due on the price we shall have the right to charge that amount to the Customer.

5. PAYMENT

Unless otherwise specifically agreed in writing the Customer must:

• pay all amounts on or before the due date;
• not exceed any credit limit that we may apply to your account from time to time;
• make regular progress or stage payments on any order that takes longer than 30 days to complete
• pay interest on amounts that are unpaid by their due date a rate of 2% per month and calculated on a daily basis from the date of despatch of the goods or the date on which the goods were made available for collection.

At our discretion we may insist that you pay a deposit or the full amount when the order is placed or at any time before the goods are delivered or collected;
The Customer shall indemnify us for all costs involved in pursuing any legal or debt collection actions
Title to all goods and services remains with Powlsons until paid for in full.

6. CANCELLATION OF ORDERS

If you cancel an order after we have commenced work on it you shall be charged the full order value or such lower amount that may at our sole discretion be determined.

7. PRELIMINARY WORK

Customer may request that Powlsons carry out some form of preliminary work before agreeing to place a firm order this work whatever it is shall be charged at normal rates whether or not an estimate for the work was given to the Customer.

8. PROOFS AND ARTWORK

The Customer is responsible for:

• clearly and concisely conveying your requirements to us;
• ensuring that any artwork that you provide is suitable for your purposes;
• thoroughly properly and completely checking any proof for errors or omissions;
• clearly marking any necessary amendments on a proof;
• giving us you complete and absolute approval of a proof in written from by signing and returning the proof to us
• signed approval of a proof by you will be deemed as giving Powlsons the authority to proceed and print the work.

If you decide to waive your right to receive a proof and we agree that a proof will not be provided Powlsons will not incur any liability whatsoever for any errors not corrected prior to printing.
After we have submitted a proof to you we may charge an additional amount if:

• you make alterations or changes to the original concept design or content and these changes necessitate additional work by us;
• you change the style type or layout;
• you ask us to supply additional proofs

9. CAMERA READY COPY

You must ensure that:

• copy or art work supplied to us in “camera-ready” or final format is clear, legible suitable for its intended purpose and in accordance with any specification that we may have published or notified to you;
• computer files supplied to us to be used in the production of artwork and/or printed work are suitable for its intended purpose for which they are intended, and that you “pre-flight” and thoroughly check those files to ensure their suitability. Your lack of knowledge of file types and file formats is not sufficient reason for supplying computer files which are not suitable for the purpose intended;

We may charge you for any additional work which we deem necessary where copy, artwork or files are not suitable for the purpose intended, whether supplied to us directly by you or by a third-party on your behalf.
You must ensure that:

• any disks or files supplied are free from computer viruses and you shall ‘virus check’ all files before their supply to us. This applies whether the files are supplied in computer disk, tape, by direct data transfer (such as by ISDN link) or via the internet.

You will indemnify us against:

• the cost of any loss or damage to, and restoration of any of our data or computer systems caused by a virus, together with the costs of removing such virus(es);
• any claims, costs and expenses arising from the infection with such virus, including any amounts paid on a lawyer or solicitor’s advice in the settlement of any claim (including with a third party to whom a virus may have spread).

10. COPYRIGHT, WORKING MATERIALS
We shall:
Exclusively own the copyright in any artwork produced by us, including copyright in the way which a work is presented or designed and in the content material in any work where the content has been created by us (this excludes artwork created by you where we merely make amendments or alterations to that artwork at your request and where those amendments or alterations are slight or incidental in nature and do not change the substance of the original design);

• exclusively own all working materials such as files, disks, papers, bromides, plates and any other materials of this nature used to create or maintain work which we have undertaken for you;
• unconditionally licence you to use, reproductive or reprint a design or work which we have undertaken for you and for which we own the copyright;
• be permitted to use a facsimile or copy of your work in any promotional material that is produced with the sole intention of furthering our business. Unless you expressly request otherwise, we may include copies of such work with any promotional material that is distributed to third parties, but we shall not re-sell your work.

We shall not:

• own the copyright in the content of any material not created by us;
• own the copyright in any proprietary logos, text, illustrations or photographs supplied to us by yourselves or other third-party copyright holders.
• be obliged at any time to give our working materials such as files, disks, papers, bromides, plates or other materials of this nature or copy of them to you;
• be obliged to maintain copies of artwork or work which we have undertaken for you either in a computerised format or in a hard copy format.

You shall:

• not use copyrighted design or work which we have undertaken for you to produce a new or subsequent issue (or an amended past issue) without our prior written permission;
• be responsible for obtaining all necessary authorities to reproduce pictures, photographs, artwork and any other item which requires permission to be used in print and you shall indemnify us and our agents from any liability that may arise from any claim arising thereof.

All property supplied by you to us shall, while it is in our possession or is in transit to or from you or your premises, be deemed to be at your risk. This shall include property belonging to a third-party which you have loaned to us. Whilst every care is taken, neither us nor our agents can accept any responsibility or liability for loss or damage to artwork, photographs, transparencies or any other item supplied by you.
11. ILLEGAL OR UNLAWFUL MATTER.
We shall:

• not be required to print ant matter which, in our opinion, is or may be of an illegal or libellous nature, an infringement of the proprietary or other rights of any third party (whether or not this fact was known at the time of acceptance of the order)

12. COMPANY IMPRINT
We shall not append our imprint to any artwork if you have supplied that artwork digitally in its final form. If we undertake artwork or origination work for you, we shall not append our imprint to any work unless you specifically request otherwise.
If any work is required by law to carry the imprint of the printer it shall be for you to make sure that any regulations or requirements are properly and fully met. You shall indemnify us for ant failure to notify us of this obligation.
13. QUANTITIES
We shall:
Make every endeavour to deliver the correct quantity ordered by you, although because of the processes involved we may sometimes be unable to supply the exact number of copies of any item requested;

• if we are unable to supply the correct quantity ordered by you, supply no less than 95 per cent of the quantity for work in one ink colour only and 90 per cent for other work;
• deduct an amount from the agreed price in respect of any shortage, to be calculated in accordance with the methods employed to obtain the original order value and taking into account fixed and variable cost elements of the calculation.

14. MATERIALS SUPPLIED BY THE CUSTOMER.
If you supply any materials to be used in the production process, we may:

• reject any of those materials supplied or specified by you which appear to us to be unsuitable;
• charge for additional costs incurred if materials are found to be unsuitable during production;
• take every care to secure the best results, but responsibility will not be accepted for imperfect work caused by defects in or unsuitability of material so supplied or specified.

However, the whole or any part of that additional cost shall not be charged if it could have been avoided but for unreasonable delay by us in ascertaining the unsuitability of the materials.
Materials supplied shall be in quantities as we shall agree with you, but must always be adequate to cover both normal and possible abnormal spoilage during the printing process. Materials which are not used shall be returned to you when the job is complete and, where possible shall be in the same state and condition as when they were originally supplied to us by you. You shall pay any additional
carriage charges which we have to incur to return those unused materials to you.
15. QUALITY OF WORK.
In accordance with the Sale of Goods Act we must supply goods which are of a “satisfactory quality”. This is defined by the Act as being a “standard that a responsible person would regard as satisfactory, taking account of the description of the goods, the price (if relevant) and all the other relating circumstances… the quality of goods includes their state and condition and… fitness for all the purposes for which goods of the kind in question are commonly supplied [and their] appearance and finish…..”
You shall:

• make sure that the work produced by us in general is of a standard which is acceptable to you before you enter into any contract with us;
• ask to be given samples of similar work produced by us and materials used to help you assure yourself of the standard of our work;
• be entitled to reject any work that is clearly defect, sub-standard and which does not comply with the requirements of the Sale of Goods Act as regards the description and the quality or fitness of those goods, although you shall not reject goods in any instance where the goods are not of a “satisfactory quality”, when that failure is so slight that is not reasonable to reject them.

You shall not be entitled to:

• reject any work because, in your opinion or in the opinion of another third party, the standard of our work produced may not be similar to that of any other particular printer;
• reject goods in cases where you have supplied copy, artwork or computer files which were not “suitable for the purpose intended” and where we did not realise that those files were not suitable before the printing or production of the goods;

The use by you of any of the goods or work supplied, or any part of those goods or work, shall constitute your full acceptance of the goods or work. You may no then reject those goods at a later date, and any earlier rejection shall b deemed to have been withdrawn.
16. DELIVERY OR COLLECTION OF GOODS
If we are required to deliver goods we shall:

• despatch the goods within a reasonable time after the work is completed;
• reasonably ensure that the carrier, the method of carriage and how the goods are prepared or packaged for carriage are suitable such that the goods shall not be lost or damaged in normal transit.

If we are required to deliver goods you shall:

• accept delivery of goods when tendered;
• be charged for that delivery unless the price agreed for the work includes delivery charges, although you shall always be charged extra for expedited delivery;
• ensure that the goods are adequately insured during transit, although if you so desire we will arrange such insurance with the carrier on the your behalf but in doing so we will be deemed to be acting as your agent;
• indemnify us for any loss as a result of any failure by you to take delivery when tendered (this does not affect our right where your neglect or refusal to take delivery of the goods amounts to a repudiation of the contract).

For the purposes of the Sale of Goods Act:

• carriage arranged by us shall be on your behalf and delivery to you is deemed to have been made (for the purposes of the Act) when we give the goods to a carrier;
• the place of delivery shall be our premises at which the finished goods are made ready for collection or despatch.

If we are not required to deliver goods, you shall collect the goods from our premises upon notification that they are complete.
In some cases, it may be necessary for us to make goods available for collection or delivery in instalments, and you shall accept the goods in such instalments when tendered.
17. LIABILITY ARISING FROM DELAY
We shall not be liable for any loss (whether actual or consequential) arising from delay in the performance of any order or of finished goods in transit. Time shall not be the essence of any order notwithstanding any action by us that purports to guarantee a delivery or collection time or date. Time-sensitive or dated material does not in itself make time the essence of any contract, and you have a responsibility to allow sufficient “slack time” when you place any order to allow for any delay that may occur.
18. CLIAMS AND QUERIES
All claims and queries:

• regarding the goods supplied (including shortages and errors) must be made by you in writing in a form specifically approved by us, and must be submitted to us within three working days of the date of delivery or collection;
• will not normally be entertained unless they are made within these time limits;
• may only be made outside theses time limits in instances where it is not possible for you to comply with the notice requirements provided that advice (where required) is given to us and the claim is made as soon as reasonably possible. The inability to check the goods supplied by reason of lack or insufficient manpower or suitably qualified or authorised personnel within your organisation is not a valid reason not to comply with these time limits.

If you have the right to reject any goods:

• you must firstly obtain our written consent and then return those goods entirely to us at your expense within 5 working days;
• returning goods without consent shall in no way extinguish or reduce the liability to us for full payment of the goods and for late payment interest.

We shall not be liable in respect of any claim unless the notification requirements above have been complied with. In addition, any claim or counterclaim made against us in a Court of Law must be commenced by you within six months of the date on which we provided a service to you, despatched goods to you or on which goods were made available for collection.
19. RESERVARION OF TITLE
Title on any goods supplied shall only pass to you when paid for full, taking into account any interest relating to late payment.
Until title to the goods passes you shall:

• keep the goods secure, in good condition and adequately insured;
• not use the goods supplied to form part of, or be used in the manufacture of, any other product not specified by us in writing;
• keep the goods separately in such a way that they may be identified or retrieved.

If you subsequently sell the goods:

• you will be acting as our agent subject to these Terms and Conditions;
• we shall have a lien over the money(s) resulting from such sale;
• you shall indemnify us from any costs or expenses arising from the sale, and we shall in no way whatsoever bear any liability from the sale.

20. COLOUR REPRODUCTION
We will:

• make every effort to obtain the best possible colour reproduction on your work given the limitations of the production process;
• not guarantee an exact match in colour or texture between your original colour photograph, artwork, transparency or previous printed work and the final printed article because of the process involved.

You must:

• ensure that colour photograph(s), artwork or transparency(ies) and any other item suppled by you are suitable for the work you have asked us to do as we cannot accept any liability for unsatisfactory results caused by unsuitable or inferior photographic originals;
• order a lithographic colour proof, in writing, when placing an order if you require colour reproduction of a specific standard;
• inform us in writing if you wish to check the colour reproduction prior to printing, but this will be charged as an extra.

21. FORCE MAJEURE
we shall be under no liability if we are unable to carry out any provision of a contract for any reason beyond our control, including (without limiting the foregoing): acts of god, legislation war, fire, flood, draught, failure of power supply, mechanical breakdown, lock out, strike or other action taken by employees in contemplation or furtherance of a dispute, or and inability to procure materials required for the performance of the contract. During the continuance of such a contingency, you may by written notice elect to terminate the contract but you shall pay for work done and materials used or specially purchased, but subject thereto shall otherwise accept delivery if and when available.
22. INSOLVENCY OF CUSTOMER
Without prejudice to other remedies, we shall have the right not to proceed further with any order and be entitled to charge for work already carried out (whether completed or not) and materials purchased for you if:

• you cease to pay your debts in the ordinary course of business or cannot pay your debts as they become due; or
• being a company, you are deemed to be unable to pay your debts, or have an administration order or winding-up petition issued against you; or
• being an individual, partnership or unincorporated body, you commit an act of bankruptcy or have a bankruptcy petition issued against you.

This charge shall be an immediate debt due to us.
23. APPLICABLE LAW
These Terms and Conditions and any orders placed shall be made in, governed by, and constructed in accordance with the Law of England.