STANDARD CONDITIONS OF CONTRACT (1999) adopted by Spirit Design & Advertising
Spirit Design is a trading name of Spirit Design & Advertising
These standard conditions do not apply in the case of a customer who is not contracting in the course of a business nor holding himself out as doing so.
1. Price variation: Estimates are based on our current costs and, unless otherwise agreed, are subject to amendment on or at any time after acceptance to meet any rise or fall in such costs.
2. Tax: We are not VAT registered.
3. Preliminary work: All work carried out, whether experimentally or otherwise, at customer’s request shall be charged.
4. Copy: A charge may be made to cover any additional work involved where copy supplied is re-supplied and has to be reset. We shall not be responsible for checking the accuracy of supplied copy unless otherwise agreed. All copy must be checked by the client before approving for print.
5. Proofs: Proofs of all work may be submitted for customer’s approval and we shall incur no liability for any errors not corrected by the customer in proofs so submitted. Customer’s alterations and additional proofs necessitated thereby shall be charged extra.
6. Colour proofs: Due to differences in equipment, paper, computer screens, inks and other conditions any proofs in colour we may submit are not necessarily indicative of any colour that may subsequently be achievable from other systems.
7. Delivery and payment (a) Delivery of work shall be accepted when tendered and thereupon, or if earlier on notification that the work has been completed, payment shall become due on 14 days from date of invoice.
(b) Unless otherwise specified the price is for delivery of the work to the customer’s address as set out in the estimate. A charge may be made to cover any extra costs involved for delivery to a different address.
(c) Should expedited delivery be agreed an extra may be charged to cover any overtime or any other additional costs involved.
(d) Should work be suspended at the request of or delayed through any default of the customer for a period of 30 calendar days we shall then be entitled to payment for work already carried out, materials specially ordered and other additional costs including storage.
(e) There is a minimum charge of £25 for any print project undertaken without design or artwork to include print management and admin.
8. Ownership and risk: The risk in all goods delivered in connection with the work shall pass to the customer on delivery.
9. Claims: Advice of damage, delay or loss of goods in transit or of non-delivery must be given in writing to us and the carrier within three clear days of delivery (or, in the case of non-delivery, within 28 days of notification of despatch of the goods) and any claim in respect thereof must be made in writing to us and the carrier within seven clear days of delivery (or, in the case of non-delivery, within 42 days of notification of despatch). All other claims must be made in writing to us within 28 days of delivery. We shall not be liable in respect of any claim unless the aforementioned requirements have been complied with except in any particular case where the customer proves that (i) it was not possible to comply with the requirements and (ii) advice (where required) was given and the claim made as soon as reasonably possible.
10. Liability (a) We shall not be liable for indirect loss or third party claims occasioned by delay in completing the work or for any loss to the customer arising from delay in transit, whether as a result of our negligence or otherwise.
(b) In so far as is permitted by law where work is defective for any reason, including negligence, our liability (if any) shall be limited to rectifying such defect. Where we perform obligations to rectify defective work under this condition the customer shall not be entitled to any further claim in respect of the work done nor shall the customer be entitled to treat delivery thereof as a ground for repudiating the contract, failing to pay for the work or cancelling further deliveries.
(c) Nothing in these conditions shall exclude our liability for death or personal injury as a result of our negligence.
In these conditions, ‘electronic file’ means any text, illustration or other matter supplied to us in digitised form on disk, through a modem, by email or by ftp or any other communication link.
11. Standing material (a) Discs, files and other materials owned by us and used by us in the production of proofs whether electronic or in hard copy shall remain our exclusive property. Such items when supplied by the customer shall remain the customer’s property.
(b) files and other media may be effaced immediately after the order is executed unless written arrangements are made to the contrary.
(c) We shall not be required to download any digital data from our equipment or supply the same to the customer on disk, tape or by
any communication link unless written arrangements are made to the contrary.
12. Customer’s property (a) Customer’s property and all property supplied to us by or on behalf of the customer shall while it is in the possession of us or in transit to or from the customer be deemed to be at customer’s risk unless otherwise agreed and the customer should insure accordingly.
(b) We shall be entitled to make a reasonable charge for the storage of any customer’s property left with us before receipt of the order or after notification to the customer of completion of the work.
13. Materials supplied by the customer (a) We may reject any disks, or other form of electronic media, paper, or other materials supplied or specified by the customer which appear to us to be unsuitable.
(b) Where materials are so supplied or specified, we will take every care to deliver best results, but responsibility will not be accepted for imperfect work caused by defects in or unsuitability of materials so supplied or specified.
14. Insolvency: Without prejudice to other remedies, if the customer becomes insolvent (namely, being a company is deemed to be unable to pay its debts or has a winding up petition issued against it or has a receiver, administrator or administrative receiver appointed to it or being a person commits an act of bankruptcy or has a bankruptcy petition issued against him) we shall have the right not to proceed further with the contract or any other work for the customer and be entitled to charge for work already carried out (whether completed or not) and materials purchased for the customer, such charge to be an immediate debt due to him. Any unpaid invoices shall become immediately due for payment.
15. General Lien: Without prejudice to other remedies, in respect of all unpaid debts due from the customer we shall have a general lien on all goods and property in his possession (whether worked on or not) and shall be entitled on the expiration of 14 days’ notice to dispose of such goods or property as agent for the customer in such manner and at such price as he thinks fit and to apply the proceeds towards such debts, and shall when accounting to the customer for any balance remaining be discharged from all liability in respect of such goods or property.
16. Illegal matter: (a) We shall not be required to produce in any form matter which in our opinion is or may be of an illegal or libellous nature or an infringement of the proprietary or other rights of any third party. (b) We shall be indemnified by the customer in respect of any claims, costs 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 matter produced for the customer. The indemnity shall include (without limitation) any amounts paid on a lawyer’s advice in settlement of any claim that any matter is libellous or such an infringement.
17. Warranty: Any warranty provided for signage and similar products is wholly that provided by our suppliers. We act only as an agent for such suppliers where durability of product is warranted by such suppliers. Claims relating to warranties will be forwarded to our suppliers for action and redress if appropriate. No actual liability for durability is provided (by reason of our estimates) by Spirit Design & Advertising and its trading companies.
18. Periodical production: A contract for the production of periodical matter may not be terminated by either party unless 13 weeks notice in writing is given in the case of matter produced monthly or more frequently or 26 weeks notice in writing is given in the case of other matter. Notice may be given at any time but wherever possible should be given after completion of work on any one issue. Nevertheless we may terminate any such contract forthwith should any sum due thereunder remain unpaid.
19. Force majeure: We shall be under no liability if we shall be unable to carry out any provision of the contract for any reason beyond our reasonable control including (without limiting the foregoing): Act of God; legislation; war; fire; flood; drought; inadequacy or unsuitability of any instructions, electronic file or other data or materials supplied by the customer; failure of power supply; lock-out, strike or other action taken by employees in contemplation or 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 customer may by written notice to us elect to terminate the contract and pay for work done and materials used, but subject thereto shall otherwise accept delivery when available.
20. Law: These conditions and all other express and implied terms of the contract shall be governed and construed in accordance with the laws of England.
TC V1 – 1999
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