The Foil Printing Co. Terms & Conditions
(1.1) “Supplier” shall mean The Foil Printing Co. & Aura Print (UK) Limited its successors and assigned or any person acting on behalf of and with the authority of The Foil Printing Co. & Aura Print (UK) Limited.
(1.2) “Customer” shall mean the person or entity described as such on the invoices, application for credit, quotation, work authorisation or any other forms to which these terms and conditions apply, and shall include any person acting on behalf of and with the authority of such person or entity.
(1.3) “Guarantor” means that person (or persons), or entity, who agrees to be liable for the debts of the Customer on a principal debtor basis.
(1.4) “Goods” shall mean Goods supplied by the Supplier to the Customer (and where the context so permits shall include any supply of Services as hereinafter defined) and are as described on the invoices, quotation, work authorisation or any other forms as provided by the Supplier to the Customer.
(1.5) “Services” shall mean all services supplied by the Supplier to the Customer and includes any advice or recommendations (and where the context so permits shall include any supply of Goods as defined above).
(1.6) “Price” shall mean the cost of the Goods as agreed between the Supplier and the Customer subject to clause 4 of this contract.
2. Application of these terms and conditions to consumers
(2.1) Where the Customer buys Goods as a consumer these terms and conditions (in particular clauses relating to Risk, Disclaimer, Defects, Returns, Warranties, and Limitation of Liability) shall be subject to any laws or legislation governing the rights of consumers and shall not affect the consumer’s statutory rights.
(3.1) Any instructions received by the Supplier from the Customer for the supply of Goods and the Customer’s acceptance of Goods supplied by the Supplier shall constitute acceptance of the terms and conditions contained herein.
(3.2) Where more than one Customer has entered into this agreement, the Customers shall be jointly and severally liable for all payments of the Price.
(3.3) Upon acceptance of these terms and conditions by the Customer the terms and conditions are irrevocable and can only be amended with the written consent of the Supplier.
(3.4) The Customer undertakes to give the Supplier at least fourteen (14) days notice of any change in the Customer’s name, address and any other change in the Customer’s details.
(3.5) Once accepted by the Customer, the Supplier’s written estimation shall be deemed to interpret the Customer’s instructions correctly, whether written or verbal. Where verbal instructions only are received from the Customer, the Supplier shall not be responsible for errors or omissions due to oversight or misinterpretation of those instructions.
4. Price & Payment
(4.1) At the Supplier’s sole discretion the Price shall be either:
(i) as indicated on invoices provided by the Supplier to the Customer in respect of Goods supplied; or
(ii) the Supplier’s estimated Price (subject to clause 4.2) which shall be binding upon the Supplier provided that the customer shall accept the Supplier’s estimated Price in writing within thirty (30) days.
(4.2) The Supplier reserves the right to change the Price in the event of a variation to the Supplier’s estimation.
(4.3) When style, type or layout is left to the Supplier’s judgement, and then the Customer makes further alterations to the copy this will be invoiced as an extra.
(4.4) Time for payment for the Goods shall be of the essence and will be stated on the invoice or any other forms. If no time is stated then payment shall be due thirty (30) days following the date of the invoice.
(4.5) At the Supplier’s sole discretion:
(i) payment shall be due on delivery of the Goods; or
(ii) payment shall be due before delivery of the Goods.
(4.6) Payment will be made by cheque, or by credit / debit card, or by BACS, or by any other method as agreed to between the Customer and the Supplier.
(4.7) VAT and other taxes and duties that may be applicable shall be added to the Price except when they are expressly included in the Price.
(4.8) We do not store credit card details nor do we share customer details with any 3rd parties unless otherwise agreed upon.
5. Delivery Of Goods
(5.1)At the Supplier’s sole discretion delivery of the Goods shall take place when:
(i) the Customer takes possession of the Goods at the Supplier’s address; or
(ii) the Customer takes possession of the Goods at the Customer’s address or other address nominated by the Customer (in the event that the Goods are delivered by the Supplier or the Supplier’s nominated carrier); or
(iii) the Customer’s nominated carrier takes possession of the Goods in which event the carrier shall be deemed to be the Customer’s agent.
(5.2) The costs of delivery are included in the Price.
(5.3) The Customer shall make all arrangements necessary to take delivery of the Goods whenever they are tendered for delivery. In the event that the Customer is unable to take delivery of the Goods as arranged then the Supplier shall be entitled to charge a reasonable fee for redelivery.
(5.4) Delivery of the Goods to a third party nominated by the Customer is deemed to be delivery to the Customer for the purposes of this agreement.
(5.5) The Supplier may deliver the Goods by separate instalments. Each separate instalment shall be invoiced and paid for in accordance with the provisions in these terms and conditions.
(5.6) The Customer shall take delivery of the Goods tendered notwithstanding that the quantity so delivered shall be either greater or lesser than the quantity purchased provided that:
(i) such discrepancy in quantity shall not exceed 5%; and
(ii) the Price shall be adjusted pro rata to the discrepancy.
(5.7) The failure of the Supplier to deliver shall not entitle either party to treat this contract as repudiated.
(5.8) The Supplier shall not be liable for any loss or damage whatever due to failure by the Supplier to deliver the Goods (or any of them) promptly or at all.
(6.1) If the Supplier retains ownership of the Goods nonetheless, all risk for the Goods passes to the Customer on delivery.
(6.2) If any of the Goods are damaged or destroyed following delivery but prior to ownership passing to the Customer, the Supplier is entitled to receive all insurance proceeds payable for the Goods. The production of these terms and conditions by the Supplier is sufficient evidence of the Supplier’s rights to receive the insurance proceeds without the need for any person dealing with the Supplier to make further enquiries.
(6.3) Whilst every care is taken by the Supplier to carry out the instructions of the Customer, it is the Customer’s responsibility to undertake final proofreading of the Goods. The Supplier shall be under no liability whatever for any errors not corrected by the Customer in the final proofreading. Should the Customer’s alterations require additional proofs this maybe invoiced as an extra.
(6.4) The Supplier shall be under no liability whatever to the Customer for any variation (beyond the reasonable control of the Supplier) in colours between the approved prototype and the finished Goods.
(7.1) It is the intention of the Supplier and agreed by the Customer that ownership of the Goods shall not pass until:
(i) the Customer has paid all amounts owing for the particular Goods; and
(ii) the Customer has met all other obligations due by the Customer to the Supplier in respect of all contracts between the Supplier and the Customer.
(7.2) Receipt by the Supplier of any form of payment other than cash shall not be deemed to be payment until that form of payment has been honoured, cleared or recognised and until then the Supplier’s ownership or rights in respect of the Goods shall continue.
(7.3) It is further agreed that:
(i) where practicable the Goods shall be kept separate and identifiable until the Supplier shall have received payment and all other obligations of the Customer are met; and
(ii) until such time as ownership of the Goods shall pass from the Supplier to the Customer the Supplier may give notice in writing to the Customer to return the Goods or any of them to the Supplier. Upon such notice the rights of the Customer to obtain ownership or any other interest in the Goods shall cease; and
(ii) the Supplier shall have the right of stopping the Goods in transit whether or not delivery has been made; and
(iv) if the Customer fails to return the Goods to the Supplier then the Supplier or the Supplier’s agent may enter upon and into land and premises owned, occupied or used by the Customer, or any premises as the invitee of the Customer, where the Goods are situated and take possession of the Goods; and
(v) the Customer is only a bailee of the Goods and until such time as the Supplier has received payment in full for the Goods then the Customer shall hold any proceeds from the sale or disposal of the Goods on trust for the Supplier; and
(vi) the Customer shall not deal with the money of the Supplier in any way which may be adverse to the Supplier; and
(vii) the Customer shall not charge the Goods in any way nor grant nor otherwise give any interest in the Goods while they remain the property of the Supplier; and
(viii) the Supplier can issue proceedings to recover the Price of the Goods sold notwithstanding that ownership of the Goods may not have passed to the Customer; and until such time that ownership in the Goods passes to the Customer, if the Goods are converted into other products, the parties agree that the Supplier will be the owner of the end products.
(8.1) The Customer shall inspect the Goods on delivery and shall within seven (7) days notify the Supplier of any alleged defect, shortage in quantity, damage or failure to comply with the description or quote. The Customer shall afford the Supplier an opportunity to inspect the Goods within a reasonable time following delivery if the Customer believes the Goods are defective in any way. If the Customer shall fail to comply with these provisions the Goods shall be presumed to be free from any defect or damage. For defective Goods, which the Supplier has agreed in writing that the Customer is entitled to reject, the Supplier’s liability is limited to either (at the Supplier’s discretion) replacing the Goods or repairing the Goods.
(8.2) No Goods shall be accepted for return except in accordance with 8.1 above.
(9.1)To the extent permitted by statute, no warranty is given by the Supplier as to the quality or suitability of the Goods for any purpose and any implied warranty is expressly excluded. The Supplier shall not be responsible for any loss or damage to the Goods, or caused by the Goods, or any part thereof however arising.
10. Sale Of Goods Act 1979 & Supply Of Goods & Services Act 1982
(10.1) This agreement is subject to the provisions of the Sale of Goods Act 1979 and the Supply of Goods and Services Act 1982 (or any replacement or re-enactment thereof) in all cases except where the Customer is contracting within the terms of a trade/business (which cases are specifically excluded).
(10.2) Notwithstanding clause 10.1 nothing in this agreement is intended to have the effect of contracting out of any applicable provisions the Sale of Goods Act 1979 and the Supply of Goods and Services Act 1982 or any laws or legislation governing the rights of consumers, except to the extent permitted by those Acts, laws or legislation.
11. Intellectual Property
(11.1) Where the Supplier has designed, drawn or written Goods for the Customer, then the copyright in those designs and drawings shall remain vested in the Supplier, and shall only be used by the Customer at the Supplier’s discretion.
(11.2) The Customer warrants that all designs or instructions to the Supplier will not cause the Supplier to infringe any patent, registered design or trademark in the execution of the Customer’s order.
(11.3) Drawings, sketches, painting, photographs, designs or typesetting furnished by the Supplier, dummies, models or the like devices made or procured and manipulated by the Supplier and negatives, positives, blocks, engravings, stencils, dies, plates or cylinders made from the Supplier’s original design, or from a design furnished by the Customer, remain the exclusive property of the Supplier unless otherwise agreed upon in writing.
(11.4) Sketches and dummies submitted by the Supplier on a speculative basis shall remain the property of the Supplier. They shall not be used for any purpose other than that nominated by the Supplier and no ideas obtained therefrom may be used without the consent of the Supplier. The Supplier shall be entitled to compensation from the Customer for any unauthorised use of such sketches and dummies.
(11.5) Disks, artwork and film supplied by the Customer and/or other authorised persons remain the property of the Customer. Unless otherwise indicated in writing the Supplier shall assume these disks, artwork and film to be duplicate copies of the original.
12. Customer’s Property & Material Supplied By Customer
(12.1) Where the Customer supplies materials, adequate quantities shall be supplied to cover spoilage. Sheets and other materials shall not be counted or checked when received unless requested by the Customer in writing. An additional charge may be made by the Supplier in respect of any such counting or checking requested by the Customer.
(12.2) In the case of property and materials left with the Supplier without specific instructions, the Supplier shall be free to dispose of them at the end of three months after receiving them and to accept and retain any proceeds gained from such disposal to cover the Supplier’s costs in holding and handling such items.
(12.3) Where materials or equipment are supplied by the Customer for the provision of Services the Supplier shall accept no liability for imperfect work caused by defects in, or the unsuitability of, such materials or equipment for the works.
(12.4) Any change or correction to any film, bromides, artwork and/or any printing surface supplied by the Customer which is deemed necessary by the Supplier to ensure correctly finished work shall be invoiced as an extra.
13. Default & Consequences Of Default
(13.1) Interest on overdue invoices shall accrue from the date when payment becomes due daily until the date of payment at a rate of 2.5% per calendar month and such interest shall compound monthly at such a rate after as well as before any judgement.
(13.2) The Supplier may charge interest on overdue invoices in accordance with the Late Payment of Commercial Debts (Interest) Act 1998.
(13.3) If the Customer defaults in payment of any invoice when due, the Customer shall indemnify the Supplier from and against all costs and disbursements incurred by the Supplier in pursuing the debt including legal costs on a solicitor and own client basis and the Supplier’s collection agency costs.
(13.4) Without prejudice to any other remedies the Supplier may have, if at any time the Customer is in breach of any obligation (including those relating to payment), the Supplier may suspend or terminate the supply of Goods to the Customer and any of its other obligations under the terms and conditions. The Supplier will not be liable to the Customer for any loss or damage the Customer suffers because the Supplier exercised its rights under this clause.
(13.5) If any account remains overdue after thirty (30) days then an amount of ₤25.00 shall be levied as an administration fee and shall be levied for each month that the account remains overdue, which sums shall become immediately due and payable.
(13.6) Without prejudice to the Supplier’s other remedies at law the Supplier shall be entitled to cancel all or any part of any order of the Customer which remains unperformed in addition to and without prejudice to any other remedies and all amounts owing to the Supplier shall, whether or not due for payment, become immediately payable in the event that:
(i) any money payable to the Supplier becomes overdue, or in the Supplier’s opinion the Customer will be unable to meet its payments as they fall due; or
(ii) the Customer becomes insolvent, convenes a meeting with its creditors or proposes or enters into an arrangement with creditors, or makes an assignment for the benefit of its creditors; or
(iii) a receiver, manager, liquidator (provisional or otherwise) or similar person is appointed in respect of the Customer or any asset of the Customer.
14. Security & Charge
(14.1) Despite anything to the contrary contained herein or any other rights which the Supplier may have howsoever:
(i) where the Customer and/or the Guarantor (if any) is the owner of land, realty or any other asset capable of being charged, both the Customer and/or the Guarantor agree to mortgage and/or charge all of their joint and/or several interest in the said land, realty or any other asset to the Supplier or the Supplier’s nominee to secure all amounts and other monetary obligations payable under the terms and conditions. The Customer and/or the Guarantor acknowledge and agree that the Supplier (or the Supplier’s nominee) shall be entitled to lodge where appropriate a caveat, which caveat shall be released once all payments and other monetary obligations payable here under have been met.
(ii) should the Supplier elect to proceed in any manner in accordance with this clause and/or its sub-clauses, the Customer and/or Guarantor shall indemnify the Supplier from and against all the Supplier’s costs and disbursements including legal costs on a solicitor and own client basis.
The Customer and/or the Guarantor (if any) agree to irrevocably nominate constitute and appoint the Supplier or the Supplier’s nominee as the Customer’s and/or Guarantor’s true and lawful attorney to perform all necessary acts to give effect to the provisions of this clause 14.1.
(15.1) The Supplier may cancel these terms and conditions or cancel delivery of Goods at any time before the Goods are delivered by giving written notice. On giving such notice the Supplier shall repay to the Customer any sums paid in respect of the Price. The Supplier shall not be liable for any loss or damage whatever arising from such cancellation.
(15.2) In the event that the Customer cancels delivery of Goods the Customer shall be liable for any loss incurred by the Supplier (including, but not limited to, any loss of profits) up to the time of cancellation.
16. Data Protection Act 1998
(16.1) The Customer and the Guarantor/s (if separate to the Customer) authorises the Supplier to:
(i) collect, retain and use any information about the Customer, for the purpose of assessing the Customer’s creditworthiness or marketing products and services to the Customer; and
(ii) to disclose information about the Customer, whether collected by the Supplier from the Customer directly or obtained by the Supplier from any other source, to any other credit provider or any credit reporting agency for the purposes of providing or obtaining a credit reference, debt collection or of listing a default by the Customer on publicly accessible credit reporting databases.
(16.2) The Supplier may also use information about the Customer to monitor and analyse its business. In this connection the Customer authorises the Supplier to disclose personal information to agents or third parties engaged by the Supplier.
(16.3) The Customer consents to the transfer of information outside of the European Economic Area for the purposes listed above.
(16.4) Where the Customer is an individual the authorities under (clause 16.1) are authorities or consents for the purposes of the Data Protection Act 1998.
(16.5) The Customer shall have the right to request the Supplier for a copy of the information about the Customer retained by the Supplier and the right to request the Supplier to correct any incorrect information about the Customer held by the Supplier.
17. Limitation Of Liability
(17.1) The Supplier shall be under no liability whatever to the Customer for any indirect loss and/or expense (including loss of profit or goodwill) suffered by the Customer or any third party arising out of a breach by the Supplier of these terms and conditions.
(17.2) In the event of any breach of this contract by the Supplier the remedies of the Customer shall be limited to damages and the Supplier’s liability (if any) whether in contract, tort or otherwise in respect of any defect in the Goods, or for any breach of these terms and conditions, or of any duty owed to the Customer in connection with them shall be limited to the amount of the Price.
(17.3) For the avoidance of doubt, nothing in these terms and conditions shall exclude or restrict the Supplier's liability to any person for death or personal injury to that person resulting from the Supplier's negligence.
18. Customer’s Disclaimer
(18.2) The Customer hereby disclaims any right to rescind, or cancel the contract or to sue for damages or to claim restitution arising out of any misrepresentation made to the Customer by the Supplier and the Customer acknowledges that the Goods are bought relying solely upon the Customer’s skill and judgement.
(19.1) If any provision of these terms and conditions shall be invalid, void, illegal or unenforceable the validity, existence, legality and enforce-ability of the remaining provisions shall not be affected, prejudiced or impaired.
(19.2) These terms and conditions and any contract to which they apply shall be governed by the laws of England and Wales and are subject to the jurisdiction of the courts of England and Wales.
(19.3) The Customer shall not be entitled to set off against or deduct from the Price any sums owed or claimed to be owed to the Customer by the Supplier.
(19.4) The Supplier may license or sub-contract all or any part of its rights and obligations without the Customer’s consent.
(19.5) The Supplier reserves the right to review these terms and conditions at any time. If, following any such review, there is to be any change to these terms and conditions, then that change will take effect from the date on which the Supplier notifies the Customer of such change. Except where the Supplier supplies further Goods to the Customer and the Customer accepts such Goods, the Customer shall be under no obligation to accept such changes.
(19.6) Neither party shall be liable for any default due to any act of God, war, terrorism, strike, lock out, industrial action, fire, flood, drought, storm or other event beyond the reasonable control of either party.