Printing and Signage terms and conditions
Reeds (Cumbria) Ltd Limited
Terms and Conditions for the provision of Printing and Signage goods and services
1. Definitions
a) “Customer” means the party contracting with Reeds (Cumbria) Ltd to acquire the Goods and Services supplied under these terms and conditions.
b) “Conditions” these terms and conditions as amended from time to time.
c) “Contract” means the agreement between the Customer and Reeds (Cumbria) Ltd under which the Customer has ordered Goods and/or Services to be supplied by Reeds (Cumbria) Ltd in accordance with these terms and conditions and the terms of the Quotation.
d) “Control” has the meaning given in section 1124 of the Corporation Tax Act 2010, and the expression change of Control shall be interpreted accordingly.
e) “Electronic File” means any text, illustration or other matter supplied or produced by either Party in digitised form on disc, through a modem, or by ISDN or any other communication link.
f) “Force Majeure Event” means the definition given in Condition 19.
g) “Goods” means the goods (or any part of them) set out in the Quotation.
h) “Reeds (Cumbria) Ltd” means the company Reeds (Cumbria) Ltd Printers Limited (CN: 00139166).
i) “Reeds (Cumbria) Ltd Fee Rate” means such hourly or daily fee rate agreed between Reeds (Cumbria) Ltd and the Customer on a Work by Work basis, relating time and materials required beyond the Quotation, and which may (as and when applicable) include an overtime rate, being a percentage of the hourly or daily fee rate on a pro rata basis for each part day or for any time worked by individuals whom it engages on the Work outside the hours 08:00am to 17:00pm on Business Days.
j) “Reeds (Cumbria) Ltd IPR” means the rights and assets owned and used by Reeds (Cumbria) Ltd in carrying out the Services which are not unique to the work carried out in providing the Services and/or the Work (for example, but without limitation, software tools).
k) “Reeds (Cumbria) Ltd Premises” means any premises or location from which Reeds (Cumbria) Ltd operates from time to time.
l) “Insolvency” means the Customer is in a position where it is 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.
m) “Intermediates” means all products produced during the manufacturing process including non-exhaustively discs, film, plate, Intellectual Property Rights.
n) “Intellectual Property Rights” means patents, rights to inventions, copyright and neighbouring and related rights, moral rights, trade marks and service marks, business names and domain names, rights in get-up and trade dress, goodwill and the right to sue for passing off or unfair competition, rights in designs, rights in computer software, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how and trade secrets), and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world.
o) “Periodical Publications” means publications produced at (normally regular) intervals.
p) “Preliminary Work” means all work done in the concept and preparatory stages (including non-exhaustively design, artwork, colour matching).
q) “Quotation” means the quote letter/email provided by Reeds (Cumbria) Ltd to the Customer outlining the order for the supply of Goods and/or Services Reeds (Cumbria) Ltd as to supply, and the fee owed by the Customer to Reeds (Cumbria) Ltd for doing so.
r) “Services” means the services supplied by Reeds (Cumbria) Ltd to the Customer as set out in the Quotation.
s) “Third Party Materials”: means materials and/or rights owned or controlled by a party other than Reeds (Cumbria) Ltd and the Customer.
t) “Work” means all Goods (by way of intermediate or finished product) and Services supplied by Reeds (Cumbria) Ltd to the Customer in accordance with the Quotation provided to the Customer.
2. Basis of Contract
a) The Work constitutes an agreement by the Customer to purchase Goods or Services or Goods and Services in accordance with these Conditions and the Quotation.
b) The Contract shall come into existence on the date at which the Customer confirms, in writing, that they accept the Quotation provided by Reeds (Cumbria) Ltd (“Commencement Date”). In the event that a Customer confirms a Quotation verbally, Reeds (Cumbria) Ltd will confirm this acceptance in writing.
c) Any samples, drawings, descriptive matter or advertising issued by Reeds (Cumbria) Ltd and any descriptions or illustrations of the Goods and/or the Services contained in Reeds (Cumbria) Ltd’ catalogues, brochures, or otherwise described to the Customer in person or online, which are or were issued, described or published for the sole purpose of giving an approximate idea of the Services and/or Goods described in them. They shall not form part of the Contract nor have any contractual force.
d) These Conditions apply to the Contract to the exclusion of any other terms that the Customer seeks to impose or incorporate, or which are implied by trade custom, practice or course of dealing but do, for the avoidance of doubt, include any and all terms and conditions contained within the Quotation.
e) Any quotation given by Reeds (Cumbria) Ltd shall not constitute an offer, and is only valid for a period of 20 Business Days from its date of issue.
f) All of these Conditions shall apply to the supply of both Goods and Services except where application to one or the other is specified.
g) The Customer waives any right it might otherwise have to rely on any term endorsed upon, delivered with or contained in any documents of the Customer that is inconsistent with these Conditions which, for the avoidance of doubt, do not form part of the Contract.
3. Goods and Services
3.1 Goods
a) The Goods are described in the Quotation.
b) Reeds (Cumbria) Ltd reserves the right to amend the Goods if required by any applicable statutory or regulatory requirement, and Reeds (Cumbria) Ltd shall notify the Customer in any such event.
c) Reeds (Cumbria) Ltd warrants that on delivery (in accordance with Condition 7) the Goods shall:
i. conform with their description in the Quotation;
ii. be free from material defects in design, material and workmanship.
d) Subject to Condition 3.1(e), if:
i. the Customer gives notice in writing to Reeds (Cumbria) Ltd within a reasonable time of discovery that some or all of the Goods do not comply with the warranty set out in Condition 3.1(c);
ii. Reeds (Cumbria) Ltd is given a reasonable opportunity of examining such Goods; and
iii. the Customer (if asked to do so by Reeds (Cumbria) Ltd) returns such Goods to Reeds (Cumbria) Ltd’ Premises at the Customer's cost,
Reeds (Cumbria) Ltd shall, at its option, repair or replace the defective Goods, or refund the price of the defective Goods in full. Reeds (Cumbria) Ltd may, if possible or practicable and they reasonably believe the Work may not be compliant with Condition 3.1(c), arrange for the collection of the Goods. In the event that it is not possible or practicable, or Reeds (Cumbria) Ltd do not believe they are at fault, the Customer will be required to pay for the return of Goods to Reeds (Cumbria) Ltd Premises.
e) Reeds (Cumbria) Ltd shall not be liable for the Goods' failure to comply with the warranty set out in Condition 3.1(c) if:
i. the Customer makes any further use of such Goods after giving a notice in accordance with Condition 3.1(d)(i);
ii. the defect arises because the Customer failed to follow Reeds (Cumbria) Ltd’ oral or written instructions as to the storage, installation, commissioning, use or maintenance of the Goods or (if there are none) good trade practice regarding the same;
iii. the defect arises as a result of Reeds (Cumbria) Ltd following any drawing, design or specification or instruction supplied by the Customer;
iv. the Customer alters or repairs such Goods without the written consent of Reeds (Cumbria) Ltd;
v. the defect arises as a result of fair wear and tear, wilful damage, negligence, or abnormal working conditions; or
vi. the Goods differ from their description under the Quotation as a result of changes made to ensure they comply with applicable statutory or regulatory requirements.
f) Except as provided in this Condition 3, Reeds (Cumbria) Ltd shall have no liability to the Customer in respect of the Goods' failure to comply with the warranty set out in Condition 3.1(c).
g) These Conditions shall apply to any repaired or replacement Goods supplied by Reeds (Cumbria) Ltd.
3.2 Services
a) Reeds (Cumbria) Ltd shall supply the Services to the Customer in accordance with the Quotation in all material respects.
b) Reeds (Cumbria) Ltd warrants that on delivery the Services shall:
i. conform with their description in the Quotation;
ii. be provided using reasonable care and skill.
c) Subject to Condition 3.2(d), if:
i. the Customer gives notice in writing to Reeds (Cumbria) Ltd within a reasonable time of discovery that some or all of the Services do not comply with the warranty set out in Condition 3.1(f); and
ii. Reeds (Cumbria) Ltd is given a reasonable opportunity of examining such Services, and concludes that there is an issue with the Services that must be rectified,
Reeds (Cumbria) Ltd shall, at its option, rectify or replace the defective Services, or refund the price of the defective Services in full.
d) Reeds (Cumbria) Ltd shall not be liable for the Services' failure to comply with the warranty set out in Condition 3.2(b) if:
i. the Customer makes any further use of such Services after giving a notice in accordance with Condition 3.2(c)(i);
ii. the defect arises because the Customer failed to follow Reeds (Cumbria) Ltd’ oral or written instructions as to the installation, use or maintenance of the Services or (if there are none) good trade practice regarding the same;
iii. the defect arises as a result of Reeds (Cumbria) Ltd following any drawing, design or specification or instruction supplied by the Customer;
iv. the Customer alters or repairs such Services without the written consent of Reeds (Cumbria) Ltd;
v. the defect arises as a result of wilful damage, negligence, or abnormal working conditions; or
vi. the Services differ from their description under the Quotation as a result of changes made to ensure they comply with applicable statutory or regulatory requirements.
e) Except as provided in this Condition 3, Reeds (Cumbria) Ltd shall have no liability to the Customer in respect of the Services' failure to comply with the warranty set out in Condition 3.2(b).
f) These Conditions shall apply to any repaired or replacement Services supplied by Reeds (Cumbria) Ltd.
4. Payment
4.1 The fee owed to Reeds (Cumbria) Ltd for completion of the Work will include:
a) The fee quoted in the quotation provided by Reeds (Cumbria) Ltd to the Customer which, for the avoidance of doubt, is the fee for the production of the actual product or provision of the actual service requested by the Customer and to which the Work is relevant;
b) Any additional costs that arise following deviations or amendments to the Work outlined in the Quotation (to the extent there are any deviations or amendments), are to be calculated in accordance with the Fee Rate and the Customer and Reeds (Cumbria) Ltd shall agree these additional costs in advance of the deviations or amendments to the Work being made;
c) Any additional costs for the delivery of the Work (to the extent that delivery was not included as part of the Quotation), with such fee to be calculated in accordance with the Fee Rate;
d) Any additional fee for the fitting of Goods (to the extent fitting is required), with such fee to be calculated in accordance with the Fee Rate; and
e) Any additional fee required under Condition 4.2 or Condition 4.3.
4.2 Reeds (Cumbria) Ltd shall be entitled to charge the Customer for any expenses reasonably incurred by the individuals whom Reeds (Cumbria) Ltd engages in connection with the Work including travelling expenses, hotel costs, subsistence and any associated expenses, and for the cost of services provided by third parties and required by Reeds (Cumbria) Ltd for the performance of the Work, and for the cost of any materials.
4.3 Reeds (Cumbria) Ltd reserves the right to increase the price of the Work, by giving notice to the Customer at any time before completion of the Work, to reflect any increase in the cost of the Work to Reeds (Cumbria) Ltd that is due to:
a) any factor beyond the control of Reeds (Cumbria) Ltd (including foreign exchange fluctuations, increases in taxes and duties, and increases in labour, materials and other manufacturing costs);
b) any request by the Customer to change the delivery date(s), quantities or types of Work ordered, or the Work specification as outlined in the Quotation; or
c) any delay caused by any instructions of the Customer in respect of the Work or failure of the Customer to give Reeds (Cumbria) Ltd adequate or accurate information or instructions in respect of the Work.
4.4 Estimates are given exclusive of tax, levies or other duties and Reeds (Cumbria) Ltd reserves the right to charge and the Customer will pay any VAT or other tax payable. Where any taxable supply for VAT purposes is made under the Contract by Reeds (Cumbria) Ltd to the Customer, the Customer shall, on receipt of a valid VAT invoice from Reeds (Cumbria) Ltd, pay to Reeds (Cumbria) Ltd such additional amounts in respect of VAT as are chargeable on the supply of the Services or Goods at the same time as payment is due for the supply of the Services or Goods.
4.5 All work carried out shall be charged. This includes all Preliminary Work completed, regardless of whether or not the Customer agrees to that work being taken forward to production (provided that Reeds (Cumbria) Ltd shall only charge for work completed up to the point at which the Customer cancelled the Work so long as that cancellation was in accordance with the terms of these Conditions). Preliminary Work will be charged in accordance with the Fee Rate.
4.6 Any additional work required of Reeds (Cumbria) Ltd by reason of the Customer supplying additional instructions, variations, inadequate copy, incomplete or incorrect instructions or insufficient materials or late delivery of the same shall be charged in accordance with Condition 4.1(b).
4.7 Payment shall become due at the end of the month of the date on which Reeds (Cumbria) Ltd submitted to the Customer an invoice. Reeds (Cumbria) Ltd, at their absolute discretion, may ask for part or full payment in advance of starting the Work.
4.8 Without prejudice to any other right or remedy that it may have, if the Customer fails to pay Reeds (Cumbria) Ltd in accordance with this Condition 4 for the Work or any debt owed on the relevant due date, Reeds (Cumbria) Ltd may terminate the Contract or suspend all Work until payment has been made in full.
4.9 Time for payment shall be of the essence of the Contract.
4.10 No payment shall be deemed to have been received until Reeds (Cumbria) Ltd has received cleared funds unconditionally.
4.11 All sums payable to Reeds (Cumbria) Ltd under the Contract shall become due immediately on its termination, notwithstanding any other provision. This condition is without prejudice to any right to claim for interest under the law, or any such right under the Contract.
4.12 If the Customer fails to make a payment due to Reeds (Cumbria) Ltd under the Contract by the due date, then, without limiting Reeds (Cumbria) Ltd’ remedies under these terms and conditions, the Customer shall pay interest on the overdue sum from the due date until payment of the overdue sum, whether before or after judgment. Interest under this Condition 4 will accrue each day at 4% a year above the National Westminster Bank’s base rate from time to time, but at 4% a year for any period when that base rate is below 0%.
4.13 The Customer shall make all payments due under the Contract in full without any deduction whether by way of set-off, counterclaim, discount, abatement or otherwise unless the Customer has a valid court order requiring an amount equal to such deduction to be paid by Reeds (Cumbria) Ltd to the Customer.
4.14 Reeds (Cumbria) Ltd may, without prejudice to any other rights it may have, set off any liability of the Customer to Reeds (Cumbria) Ltd against any liability of Reeds (Cumbria) Ltd to the Customer.
4.15 If Credit Facilities, in accordance with Condition 5 of these Conditions, have been granted, payment is due by the end of the month following the month of Invoice.
4.16 Notwithstanding the Customer’s obligations under Condition 6 and any remedies available to Reeds (Cumbria) Ltd in event of any breach of that Condition 6, should the Work be suspended or delayed by the Customer for any reason Reeds (Cumbria) Ltd shall be entitled to charge for storage and for loss of or wastage of resources that cannot otherwise be used at the Fee Rate.
4.17 Should the suspension or delay in Condition 4.16 above extend beyond 30 calendar days Reeds (Cumbria) Ltd shall be entitled to immediate payment for work already carried out, materials specially ordered and any other additional costs at the Fee Rate.
5. Credit Facilities
Credit facilities may be granted to a Customer who complete Reeds (Cumbria) Ltd’ credit account application form and who satisfy Reeds (Cumbria) Ltd’ criteria as set out from time to time. Where facilities are granted Reeds (Cumbria) Ltd reserves the right to withdraw them at any time, without having to give reasons and, in such a case, all outstanding invoices become due and payable immediately.
6. Customer’s Obligations
6.1 The Customer shall:
a) ensure that the terms of the Work as outlined in Reeds (Cumbria) Ltd’ quotation are complete and accurate;
b) co-operate with Reeds (Cumbria) Ltd in all matters relating to the Work;
c) provide Reeds (Cumbria) Ltd, its employees, agents, consultants and subcontractors, with access to the Customer's premises, office accommodation and other facilities as reasonably required by Reeds (Cumbria) Ltd to provide the Work;
d) provide Reeds (Cumbria) Ltd with such information and materials as Reeds (Cumbria) Ltd may reasonably require in order to supply the Work, and ensure that such information is complete and accurate in all material respects;
e) obtain and maintain all necessary licences, permissions and consents which may be required for the Work before the date on which the Work are to start;
f) comply with all applicable laws, including health and safety laws;
g) keep all materials, equipment, documents and other property of Reeds (Cumbria) Ltd (Reeds (Cumbria) Ltd Materials) at the Customer's premises in safe custody at its own risk, maintain Reeds (Cumbria) Ltd Materials in good condition until returned to Reeds (Cumbria) Ltd, and not dispose of or use Reeds (Cumbria) Ltd Materials other than in accordance with Reeds (Cumbria) Ltd’ written instructions or authorisation;
h) comply with any additional obligations as set out in the Quotation; and
i) to the maximum extent permitted by applicable law, not reverse-engineer or recompile or otherwise amend any software code supplied or made available (in any way) by Reeds (Cumbria) Ltd to the Customer as part of, or as, the Reeds (Cumbria) Ltd IPR.
6.2 If Reeds (Cumbria) Ltd’ performance of any of its obligations under the Contract is prevented or delayed by any act or omission by the Customer or failure by the Customer to perform any relevant obligation (Customer Default):
a) without limiting or affecting any other right or remedy available to it, Reeds (Cumbria) Ltd shall have the right to suspend performance of the Work until the Customer remedies the Customer Default, and to rely on the Customer Default to relieve it from the performance of any of its obligations in each case to the extent the Customer Default prevents or delays Reeds (Cumbria) Ltd’ performance of any of its obligations;
b) Reeds (Cumbria) Ltd shall not be liable for any costs or losses sustained or incurred by the Customer arising directly or indirectly from Reeds (Cumbria) Ltd’ failure or delay to perform any of its obligations as set out in this Condition 6.2; and
c) the Customer shall reimburse Reeds (Cumbria) Ltd on written demand for any costs or losses sustained or incurred by Reeds (Cumbria) Ltd arising directly or indirectly from the Customer Default.
6.3 The Customer shall indemnify Reeds (Cumbria) Ltd against all liabilities, costs, expenses, damages and losses (including any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal costs (calculated on a full indemnity basis) and all other reasonable professional costs and expenses) suffered or incurred by Reeds (Cumbria) Ltd arising out of or in connection with any claim made against Reeds (Cumbria) Ltd for actual or alleged infringement of a third party's Intellectual Property Rights arising out of or in connection with Reeds (Cumbria) Ltd’ use of any third party’s Intellectual Property Rights. This Condition 6.3 shall survive termination of the Contract.
7. Completion / Delivery
7.1 Goods
a) The Quotation will establish whether delivery is included as part of the Work.
In the event that delivery is included, Reeds (Cumbria) Ltd shall deliver the Goods to the location set out in the Quotation or such other location as the parties may agree (Delivery Location) at any time after Reeds (Cumbria) Ltd notifies the Customer that the Goods are ready.
In the event that delivery is not included, the Customer shall collect the Goods from Reeds (Cumbria) Ltd’ Premises or such other location as may be agreed with the Customer before delivery (Delivery Location) within three Business Days of Reeds (Cumbria) Ltd notifying the Customer that the Goods are ready.
b) Delivery of the Goods shall be completed on the completion of unloading of the Goods at the Delivery Location or upon the Customer collecting the Goods from Reeds (Cumbria) Ltd Premises (as applicable).
c) If Reeds (Cumbria) Ltd fails to deliver the Goods, its liability shall be limited to the costs and expenses incurred by the Customer in obtaining replacement goods of similar description and quality in the cheapest market available, less the price of the Goods. Reeds (Cumbria) Ltd shall have no liability for any failure to deliver the Goods to the extent that such failure is caused by a Force Majeure Event or the Customer's failure to provide Reeds (Cumbria) Ltd with adequate delivery instructions or any other instructions that are relevant to the supply of the Goods.
d) Any dates quoted for delivery of the Goods are approximate only, and the time of delivery is not of the essence. Reeds (Cumbria) Ltd shall not be liable for any delay in delivery of the Goods that is caused by a Force Majeure Event or the Customer's failure to provide Reeds (Cumbria) Ltd with adequate delivery instructions or any other instructions that are relevant to the supply of the Goods.
e) If Reeds (Cumbria) Ltd fails to deliver the Goods, its liability shall be limited to the costs and expenses incurred by the Customer in obtaining replacement goods of similar description and quality in the cheapest market available, less the price of the Goods. Reeds (Cumbria) Ltd shall have no liability for any failure to deliver the Goods to the extent that such failure is caused by a Force Majeure Event or the Customer's failure to provide Reeds (Cumbria) Ltd with adequate delivery instructions or any other instructions that are relevant to the supply of the Goods.
f) If ten Business Days after the day on which Reeds (Cumbria) Ltd notified the Customer that the Goods were ready for delivery the Customer has not:
a. taken actual delivery of them (if delivery was included in the quotation per Condition 3.1(d)) or
b. (depending on whether delivery was included in the quotation per Condition 3.1(d)),
Reeds (Cumbria) Ltd may resell or otherwise dispose of part or all of the Goods and, after deducting reasonable storage and selling costs, account to the Customer for any excess over the price of the Goods or charge the Customer for any shortfall below the price of the Goods.
g) Reeds (Cumbria) Ltd may deliver the Goods by instalments, which shall be invoiced and paid for separately. Each instalment shall constitute a separate contract. Any delay in delivery or defect in an instalment shall not entitle the Customer to cancel any other instalment.
7.2 Services
a) Reeds (Cumbria) Ltd shall supply the Services to the Customer in accordance with the Quotation in all material respects.
b) Reeds (Cumbria) Ltd shall use all reasonable endeavours to meet any performance dates for Services specified in the Quotation, but any such dates shall be estimates only and time shall not be of the essence for the performance of the Services.
c) Reeds (Cumbria) Ltd reserves the right to amend the Services under the Quotation if necessary to comply with any applicable law or regulatory requirement, or if the amendment will not materially affect the nature or quality of the Services, and Reeds (Cumbria) Ltd shall notify the Customer in any such event.
d) If Reeds (Cumbria) Ltd fails to deliver the Services, or any aspect of them, its liability shall be limited to the costs and expenses incurred by the Customer in obtaining replacement services of similar description and quality in the cheapest market available, less the price of the Services. Reeds (Cumbria) Ltd shall have no liability for any failure to deliver the Services to the extent that such failure is caused by a Force Majeure Event or the Customer's failure to provide Reeds (Cumbria) Ltd with adequate instructions that are relevant to the supply of the Services.
e) Reeds (Cumbria) Ltd may deliver the Services by instalments, which shall be invoiced and paid for separately. Each instalment shall constitute a separate contract. Any delay in delivery or defect in an instalment shall not entitle the Customer to cancel any other instalment.
7.3 General Provisions
a) Completion and/or delivery of the Work shall be accepted when tendered.
b) Any completion and/or delivery times specified by the Customer are a guide only and, whilst Reeds (Cumbria) Ltd will make every effort to adhere to proposed timescales, time is not of the essence in the Contract. If no dates are so specified, completion/delivery shall be within a reasonable time.
c) The Quotation will include any applicable completion/delivery conditions. In the event that delivery is provided under the Quotation or an additional service, delivery will be to kerbside at the Customer’s address and the Customer will make arrangements for off-loading and for any additional transportation to its storage facility unless further arrangements are made between Reeds (Cumbria) Ltd and the Customer.
d) Subject to any agreement as per Condition 7.3(c) above, delivery involving difficult access and/or unreasonable distance from vehicular access shall entitle Reeds (Cumbria) Ltd to make an extra charge under Condition 4.1(c).
e) Should expedited delivery be agreed, Reeds (Cumbria) Ltd shall be entitled to make an extra charge to cover any overtime or any other additional costs under Condition 4.1(c).
f) Subject to the other provisions of these conditions Reeds (Cumbria) Ltd shall not be liable for any direct, indirect or consequential loss (all three of which terms include, without limitation, pure economic loss, loss of profits, loss of business, depletion of goodwill and similar loss), costs, damages, charges or expenses caused directly or indirectly by any delay in the delivery of the Work (even if caused by Reeds (Cumbria) Ltd’ negligence), nor shall any delay entitle the Customer to terminate or rescind the Contract unless such delay exceeds 60 calendar days.
g) If for any reason the Customer fails to accept delivery of any of the Work when they are ready for delivery, or Reeds (Cumbria) Ltd is unable to deliver/complete the Work on time because the Customer has not provided appropriate instructions, documents, licences or authorisations:
i. risk in the Work shall pass to the Customer (including for loss or damage caused by Reeds (Cumbria) Ltd’ negligence);
ii. the Work shall be deemed to have been delivered/completed; and
iii. Reeds (Cumbria) Ltd may store goods until delivery, whereupon the Customer shall be liable for all related costs and expenses (including, without limitation, storage and insurance).
h) If Reeds (Cumbria) Ltd delivers to the Customer a quantity of Goods of up to 5% more or less than the quantity described in the Quotation, the Customer shall not be entitled to object to or reject the Goods or any of them by reason of the surplus or shortfall and shall pay for such goods at a pro rata rate taking into account the fee charged under the Quotation.
i) Reeds (Cumbria) Ltd may deliver the Work by separate instalments. Each separate instalment shall be invoiced and paid for in accordance with the provisions of the Contract. Each instalment shall be a separate Contract and no cancellation or termination of any one Contract relating to an instalment shall entitle the Customer to repudiate or cancel any other Contract or instalment.
8. Materials supplied or specified by the Customer
8.1 Electronic Files
a) It is the Customer’s responsibility to maintain a copy of any original Electronic File provided by the Customer.
b) Reeds (Cumbria) Ltd shall not be responsible for checking the accuracy or quality of data supplied from an electronic file unless otherwise agreed in writing.
c) Without prejudice to Condition 8.1(b), if an electronic file is not suitable for outputting on equipment normally adequate for such purposes without adjustment or other corrective action Reeds (Cumbria) Ltd may make a charge for any resulting additional cost incurred or may reject the file without prejudice to his rights to payment for work done/material purchased.
8.2 Other Materials
a) Metal, film and other materials owned by the Customer and supplied to Reeds (Cumbria) Ltd for the production of type, plates, filmsetting, negatives, positives, electronic files and the like shall remain the Customer’s exclusive property. However where the content is generated by Reeds (Cumbria) Ltd, Reeds (Cumbria) Ltd may, in order to protect its intellectual property rights and at its absolute discretion, replace such material with unused material of a similar or better quality.
b) Reeds (Cumbria) Ltd may reject any film, discs, paper, plates, electronic files or other materials supplied or specified by the Customer which appear to Reeds (Cumbria) Ltd to be unsuitable for the purpose intended. Additional cost incurred if materials are found to be unsuitable during production may be charged except that if the whole or any part of such additional cost could have been avoided but for unreasonable delay by Reeds (Cumbria) Ltd in ascertaining the unsuitability of the materials then that amount shall not be charged to the Customer.
c) Without prejudice to Condition 8.2(b), where materials are so supplied or specified, and Reeds (Cumbria) Ltd so advises the Customer, and the Customer instructs Reeds (Cumbria) Ltd in writing to proceed anyway, Reeds (Cumbria) Ltd will use reasonable endeavours to secure the best results, but shall have no liability for the quality of the end-product(s).
d) Quantities of materials supplied shall be adequate to cover normal spoilage. Any costs incurred as a result of shortages, including re-starting jobs, duplicating masters etc. will be charged in addition to the estimated price.
8.3 Risk and Storage
a) Reeds (Cumbria) Ltd shall be entitled to make a reasonable charge for the storage of any item left with Reeds (Cumbria) Ltd.
b) The Customer confirms that all items stored with Reeds (Cumbria) Ltd are the Customer’s own property, or that the person who owns or has an interest in them has given the Customer irrevocable authority to store the items with Reeds (Cumbria) Ltd on these terms and conditions, and that the Customer acts as a duly authorised agent of any such person. The Customer will pay any costs Reeds (Cumbria) Ltd incurs or any claims made against Reeds (Cumbria) Ltd if this is not true.
c) The Customer shall be responsible for ensuring that there is and maintaining adequate insurance cover for the items while they are in the possession of Reeds (Cumbria) Ltd or in transit to or from the Customer.
d) Reeds (Cumbria) Ltd has a right to refuse to permit the Customer to store any items with Reeds (Cumbria) Ltd at any time and has a right to require the Customer at his own expense to collect any items stored with Reeds (Cumbria) Ltd at any time.
e) Should the Customer fail to collect his items after 14 calendar days of the date of a written notice by Reeds (Cumbria) Ltd requiring the Customer to collect his items, Reeds (Cumbria) Ltd is entitled to dispose of any of the Customer’s items on such terms as Reeds (Cumbria) Ltd shall think fit and Reeds (Cumbria) Ltd shall not be liable to the Customer.
f) Save for liability for physical injury to or the death of any person as a direct result of the negligence of Reeds (Cumbria) Ltd, the Customer shall indemnify Reeds (Cumbria) Ltd in respect of any claim howsoever arising in relation to the storage or disposal of the Customer’s items in accordance with these terms and conditions.
8.4 Finished Goods
a) The risk in the Work and all Goods delivered or Services completed in connection with the Work shall pass to the Customer on delivery/completion and the Customer should insure accordingly.
b) On completion of the Work, Reeds (Cumbria) Ltd will store the Customer’s materials and Work for a maximum of one calendar month, after which time Reeds (Cumbria) Ltd reserves the right to destroy the Work without further notice.
9. Materials and equipment supplied by Reeds (Cumbria) Ltd
a) Metal, film and other materials owned by Reeds (Cumbria) Ltd and used in the production of Intermediates, type, plates, filmsetting, negatives, positives, electronic files and other production processes, together with items thereby produced, shall remain Reeds (Cumbria) Ltd’ exclusive property.
b) Type shall be distributed and film and plates, tapes, discs, electronic files or other work destroyed immediately after the order is executed unless written arrangements are made to the contrary. In the latter event, storage may be charged.
c) Reeds (Cumbria) Ltd shall not be obliged to download any digital data from his equipment or supply the same to the Customer on disc, tape or by any communication link unless that is agreed as part of the Work to be completed.
10. Intellectual Property Rights
a) Subject as provided elsewhere in these Conditions, all Intellectual Property Rights in the Work shall be owned by the Customer.
b) Reeds (Cumbria) Ltd grants to the Customer, or shall procure the direct grant to the Customer of, a fully paid-up, worldwide, non-exclusive, royalty-free perpetual and irrevocable licence to use the Reeds (Cumbria) Ltd IPR for the purpose of receiving and using the Services and/or the Work. Subject to the licence granted in this clause, ownership of the Reeds (Cumbria) Ltd IPR will remain with Reeds (Cumbria) Ltd.
c) The Customer shall not sub-license, assign or otherwise transfer the rights granted by Condition 10(b).
d) Where the Work and/or the Services includes or incorporates Third Party Materials, Reeds (Cumbria) Ltd does not (unless otherwise agreed by Reeds (Cumbria) Ltd in writing) grant any licence of or rights in such Third Party Materials to the Customer, which should obtain its own licence of the Third Party Materials.
e) The Customer grants Reeds (Cumbria) Ltd a fully paid-up, non-exclusive, royalty-free non-transferable perpetual licence to copy and modify any materials provided by the Customer to Reeds (Cumbria) Ltd for the term of the Contract for the purpose of providing the Services and the Work to the Customer.
11. Retention of Title
a) The Work remains Reeds (Cumbria) Ltd’ property until the Customer has paid for it and discharged all other debts owing to Reeds (Cumbria) Ltd, at which time title to the Work shall pass at the time of payment of all such sums owed to Reeds (Cumbria) Ltd.
b) Until ownership of the Work has passed to the Customer, the Customer shall:
i. hold the Work on a fiduciary basis as Reeds (Cumbria) Ltd’ bailee;
ii. store the Work (at no cost to Reeds (Cumbria) Ltd) separately from all other goods of the Customer or any third party in such a way that they remain readily identifiable as Reeds (Cumbria) Ltd’ property;
iii. not destroy, deface or obscure any identifying mark or packaging on or relating to the Work; and
iv. maintain the Work in satisfactory condition and keep them insured on Reeds (Cumbria) Ltd’ behalf for their full price against all risks to the reasonable satisfaction of Reeds (Cumbria) Ltd. On request the Customer shall produce the policy of insurance to Reeds (Cumbria) Ltd.
v. give Reeds (Cumbria) Ltd such information as Reeds (Cumbria) Ltd may reasonably require from time to time relating to:
A. the Work and any Goods or Services included as part of the Work; and
B. the ongoing financial position of the Customer.
c) If the Customer:
i. becomes subject to Insolvency; or
ii. is unable to pay in full, when they fall due, the any sums due under Condition 4 for the Work or any other debts owing to Reeds (Cumbria) Ltd,
Reeds (Cumbria) Ltd may take the Work back.
d) The Customer grants Reeds (Cumbria) Ltd, its agents and employees an irrevocable licence at any time to enter any premises where the goods are or may be stored in order to inspect them, or, where Condition 11(c) above applies, to recover them.
e) If the Customer shall sell the goods before they have been paid for in full, they shall hold the proceeds of sale on trust for Reeds (Cumbria) Ltd in a separate account until any sum owing to Reeds (Cumbria) Ltd has been discharged from such proceeds.
f) Where the Customer is in breach of these terms and conditions or performs any act of Insolvency Reeds (Cumbria) Ltd reserves the right to approach the Customer’s customer and to offer the Work directly to them, notwithstanding the fact that this will involve advising the Customer’s customer that the Customer is in breach or in default.
g) On termination of the Contract, howsoever caused, this Condition 11 shall remain in effect.
12. Proofs and Variations
a) Reeds (Cumbria) Ltd shall incur no liability for any errors not corrected by the Customer where the Customer has been provided with proofs. Proofs, for the purpose of these Terms and Conditions, shall include both a physical proof relating to any Goods and any physical or electronic proofs relating to any Services. In the event that proofs are provided, and the Customer does not correct any errors, any further alterations or additional proofs shall be charged as an extra cost in accordance with Condition 4 a. If the style, type, layout or design of any aspect of the Work is not specified in the Quotation, then it is left to Reeds (Cumbria) Ltd’ judgement, and any changes later made by the Customer shall be charged extra in accordance with Condition 4.1(b).
b) Where the Customer specifically waives any requirement to examine proofs in writing, Reeds (Cumbria) Ltd is indemnified by the Customer against any and all errors in the finished Work.
c) Due to differences in equipment, paper, inks and other conditions between colour proofing and production runs, a reasonable variation in colour between colour proofs and the completed Work will be deemed acceptable unless otherwise agreed in writing.
d) Reasonable endeavours will be made by Reeds (Cumbria) Ltd to deliver the correct quantity ordered, but estimates are conditional upon margins of 5 per cent for work being allowed for overs or unders the same to be charged or deducted at the pro rata Contract rate included in the Quotation.
13. Claims and Liability
13.1 Claims
a) Notice of damage, delay or loss of goods in transit or of non-delivery must be given in writing to Reeds (Cumbria) Ltd and the carrier within 5 business days of delivery (or, in the case of non-delivery, within 5 business days of notification of despatch of the Work).
b) All other claims must be made in writing to Reeds (Cumbria) Ltd within 14 calendar days of delivery.
c) Reeds (Cumbria) Ltd shall not be liable in respect of any claim unless the requirements under Condition 13.1(a) and/or (b) 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. the claim was made as soon as reasonably possible.
d) If the Work is defective so that the Customer may in law reject it, said rejection must take place within 7 calendar days of delivery of the Work, failing which the Customer will be deemed to have accepted the Work.
e) In the event of all or any claims or rejections Reeds (Cumbria) Ltd reserves the right to inspect the Work within 7 calendar days of the claim or rejection being notified.
13.2 Liability
a) This Condition 13.2 sets out the entire financial liability of Reeds (Cumbria) Ltd (including any liability for the acts or omissions of its employees, agents, consultants, and subcontractors) to the Customer in respect of:
i. any breach of the Contract;
ii. any use made by the Customer of the Work, the Preliminary Work, the Intermediates or any part of them; and
iii. any representation, statement or tortious act or omission (including negligence) arising under or in connection with the Contract.
b) All warranties, conditions and other terms implied by statute or common law (save for the conditions implied by section 12 of the Sale of Goods Act 1979) are, to the fullest extent permitted by law, excluded from the Contract.
c) Nothing in these conditions limits or excludes the liability of Reeds (Cumbria) Ltd:
i. for death or personal injury resulting from negligence; or
ii. for any liability incurred by the Customer as a result of any breach by Reeds (Cumbria) Ltd of the condition as to title or the warranty as to quiet possession implied by section 2 of the Supply of Goods and Services Act 1982; or
iii. for any matter which it would be illegal for Reeds (Cumbria) Ltd to exclude or limit or attempt to exclude or limit its liability; or
iv. defective products under the Consumer Protection Act 1987; or
v. for any damage or liability incurred by the Customer as a result of fraud or fraudulent misrepresentation by Reeds (Cumbria) Ltd.
d) Subject to Conditions 13.2b and 13.2c above:
i. Reeds (Cumbria) Ltd’ total liability in contract, tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise, arising in connection with the performance or contemplated performance of the Contract shall be limited to the fee owed to Reeds (Cumbria) Ltd in accordance with Condition 4.1 of these conditions; and
ii. Reeds (Cumbria) Ltd shall not be liable to the Customer for loss of profit, loss of sales or business, depletion of goodwill, loss of anticipated savings, loss of goods, loss of agreement or contract, loss of use or loss of corruption of data or information, in each case whether direct, indirect or consequential, or any claims for consequential compensation whatsoever (howsoever caused) which arise out of or in connection with the Contract.
e) On termination of the Contract, howsoever caused, this Condition 13 shall remain in effect.
14. Termination and Consequences of Termination
14.1 Termination
a) Subject to Condition 14.1(b), Condition 18 and Condition 19, without affecting any other right or remedy available to it, either party may terminate the Contract by giving the other party written notice. In the event that the Customer wishes to rely on this Condition 14.1(a) the Customer will be required to reimburse Reeds (Cumbria) Ltd in accordance with Condition 4.1 and/or Condition 4.5 depending on the level of the Work completed at the time the Contract terminates.
b) Subject to Condition 18 and Condition 19,
i. if a Contract for the Work is to cover a period of 6 months to 12 months, without affecting any other right or remedy available to it, either party may terminate the Contract by giving the other party not less than 3 months' written notice,
ii. if a Contract for Work is to cover a period of longer than 12 months, without affecting any other right or remedy available to it, either party may terminate the Contract by giving the other party not less than 6 months’ written notice,
in the event that the Customer wishes to rely on this Condition 14.1(b) the Customer will be required to reimburse Reeds (Cumbria) Ltd in accordance with Condition 4.1 and/or Condition 4.5 depending on the level of the Work completed at the time the Contract terminates.
c) Subject to Condition 18, and without affecting any other right or remedy available to it, either party may terminate the Contract with immediate effect by giving written notice to the other party if:
i. the other party commits a material breach of its obligations under the Contract and (if such breach is remediable) fails to remedy that breach within 30 days after receipt of notice in writing to do so;
ii. the other party takes any step or action in connection with its entering administration, provisional liquidation or any composition or arrangement with its creditors (other than in relation to a solvent restructuring), obtaining a moratorium, being wound up (whether voluntarily or by order of the court, unless for the purpose of a solvent restructuring), having a receiver appointed to any of its assets or ceasing to carry on business or, if the step or action is taken in another jurisdiction, in connection with any analogous procedure in the relevant jurisdiction;
iii. the other party suspends, or threatens to suspend, or ceases or threatens to cease to carry on all or a substantial part of its business; or
iv. the other party's financial position deteriorates so far as to reasonably justify the opinion that its ability to give effect to the terms of the Contract is in jeopardy.
d) Without affecting any other right or remedy available to it, Reeds (Cumbria) Ltd may terminate the Contract with immediate effect by giving written notice to the Customer if:
i. the Customer fails to pay any amount due under the Contract on the due date for payment; or
ii. there is a change of Control of the Customer.
e) Without affecting any other right or remedy available to it, Reeds (Cumbria) Ltd may suspend the supply of Services or all further deliveries of Goods under the Contract or any other contract between the Customer and Reeds (Cumbria) Ltd if the Customer fails to pay any amount due under the Contract on the due date for payment, the Customer becomes subject to any of the events listed in Condition 14(c)(ii) to Condition 14(c)(iv), or Reeds (Cumbria) Ltd reasonably believes that the Customer is about to become subject to any of them.
14.2 On termination of the Contract:
a) the Customer shall immediately pay to Reeds (Cumbria) Ltd all of Reeds (Cumbria) Ltd’ outstanding unpaid invoices and interest, as well as any other sums due under Condition 4 and, in respect of Work supplied but for which no invoice has been submitted, Reeds (Cumbria) Ltd shall submit an invoice, which shall be payable by the Customer immediately on receipt;
b) the Customer shall return all of Reeds (Cumbria) Ltd materials and any Goods which have not been fully paid for. If the Customer fails to do so, then Reeds (Cumbria) Ltd may enter the Customer's premises and take possession of them. Until they have been returned, the Customer shall be solely responsible for their safe keeping and will not use them for any purpose not connected with this Contract.
c) Termination or expiry of the Contract shall not affect any rights, remedies, obligations and liabilities of the parties that have accrued up to the date of termination or expiry, including the right to claim damages in respect of any breach of the Contract which existed at or before the date of termination or expiry.
d) Any provision of the Contract that expressly or by implication is intended to have effect after termination or expiry shall continue in full force and effect.
15. Insolvency
Without prejudice to other remedies, if the Customer becomes insolvent, Reeds (Cumbria) Ltd shall have the right to terminate the Contract 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 Reeds (Cumbria) Ltd. In the event of the Customer’s insolvency any unpaid invoices shall become immediately due for payment by the Customer to Reeds (Cumbria) Ltd.
16. General Lien
Without prejudice to other remedies, in respect of all unpaid debts due from the Customer Reeds (Cumbria) Ltd shall have a general lien on all goods and property of or provided by the Customer in his possession (whether worked on or not) and shall be entitled on the expiration of 14 calendar 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.
17. Illegal Matter
17.1 Reeds (Cumbria) Ltd shall not be required to print or produce any matter which in their opinion is or may be of an illegal or libellous nature or an infringement of the proprietary or other rights of any third party.
17.2 Reeds (Cumbria) Ltd shall be indemnified by the Customer in respect of any claims, costs and expenses arising out of any printing by Reeds (Cumbria) Ltd for the Customer, or any Work completed or partially-completed, of any illegal or unlawful matter including matter which is libellous or infringes copyright, patent, design or any other proprietary or personal rights. 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.
18. Periodical Publications
A contract for the printing of a periodical publication may not be terminated by the Customer unless 13 calendar weeks’ notice in writing is given in the case of periodicals produced monthly or more frequently or 26 calendar weeks’ notice in writing is given in the case of periodicals produced less frequently than on a monthly basis.
19. Force Majeure
Reeds (Cumbria) Ltd shall have no liability to the Customer under the Contract if Reeds (Cumbria) Ltd is prevented from, or delayed in performing, its obligations under the Contract or from carrying on its business by acts, events, omissions or accidents beyond its reasonable control including (without limiting the foregoing): acts of God, compliance with any law or governmental order, rule, regulation or direction, war or national emergency, acts of terrorism, protests, riot, civil commotion, malicious damage, fire, explosion, flood, storm, epidemic, pandemic, accident, breakdown of plant or machinery, lock-outs, strikes or other labour disputes (whether or not relating to either party’s workforce), or restraints or delays affecting carriers or inability or delay in obtaining supplies of adequate or suitable materials, provided that, if the event in question continues for a continuous period in excess of 14 calendar days, the Customer shall be entitled to give notice in writing to Reeds (Cumbria) Ltd to terminate the Contract and the Customer shall pay Reeds (Cumbria) Ltd for work done and materials used up to that date.