Terms and Conditions of Business
In these conditions “work” means the goods and services (including any instalment of the goods or services or any parts for them) which Toppers is to supply in accordance with these conditions.
2. Sole Contract Terms:
All quotations are made and all orders for goods and services issued by Toppers are accepted subject to the following conditions that shall form and govern the contract of sale between the parties. These conditions constitute the entire agreement between the parties and shall prevail notwithstanding any unilateral variation of the Terms and Conditions by the customer. Any variation to these conditions in any document of the customer is unacceptable unless accepted in writing by Toppers and signed by an authorised Director on behalf of Toppers.
3. Price and Order Variation:
a) Quotations are based on information supplied by the Customer and on Toppers current costs for production. The period of validity of each quotation shall be 30days from the date of issue. Toppers reserves the right, unless otherwise agreed in writing, to amend quotations on or at any time after acceptance if the Customer changes specification or supplies additional information or to meet any rise or fall in Toppers costs.
b) All prices quoted are ex works unless otherwise agreed in writing.
c) All prices quoted are net of Value added Tax which will be charged where applicable along with any other taxes, duties or royalties payable against the work to be completed, whether or not included in the estimate or invoice.
4. Preliminary Work:
All work carried out, whether experimentally or otherwise, at the Customer’s request shall be charged and shall be paid for by the Customer on demand or in advance if so required by Toppers who will notify the Customer in advance of such charges being incurred. A charge shall be made to cover any additional work involved where copy or digital file supplied are not clear and legible or in a format that Toppers is able to take onward for production or that does not meet the criteria for submission specified by Toppers. All proofs for work to be completed must be signed for by the Customer. All completed work must be signed for by the Customer. No liability shall be incurred by Toppers for any errors not corrected by the Customer on proofs submitted by Toppers for the Customer’s approval. The Customer must approve the proofs before the work is completed. Customer’s alterations and additional proofs necessitated thereby shall be charged extra. When style, type or layout is at Toppers discretion, alterations made by the Customer shall be charged extra.
5. Copyright Trademark Protection:
The customer shall be responsible for obtaining all necessary authority to reproduce pictures, artwork, photographs etc. The Customer indemnifies, undertakes and warrants that all work delivered to Toppers shall not infringe any copyright, trademark, registered design or other proprietorial right of any third party and shall not constitute libel or otherwise render Toppers open to legal action whatsoever and the Customer shall indemnify Toppers, its servants and agents from and against all liabilities and claims which Toppers may incur as a result of undertaking work and/or compliance with the instructions or requests of the Customer.
6. Deposit, Delivery and Payment:
a) Unless otherwise specified, quoted prices are for completion of work. A charge may be made to cover any costs involved in delivery to a Customer‘s specified address.
b) Quoted delivery times are from passing of final proof.
c) Due to cost of administration, Toppers will not issue invoices for work valued less than £15 net. Customers are requested to settle small amounts on collection.
d) Should delays during production occur, or work be suspended by the Customer for a period of 30 days, Toppers shall be entitled to payment for work already carried out, materials specially ordered, storage and any other costs incurred.
e) Toppers shall not be liable for any loss to the Customer arising from any delay in transit not caused by the printer.
f) Delivery of work shall be accepted when tendered and thereupon or, earlier, on notification that the work has been completed the ownership shall pass and payment shall become due.
g) Toppers liability for failure to deliver the work for any reason other than any cause beyond Toppers reasonable control or the Customer’s fault, shall be limited in any event to a sum not exceeding £100.
Any query regarding the invoice or work supplied must be made in writing within 14 days of invoice date or delivery date, whichever is the latest. No claim outside this time limit will be entertained.
Payment for work shall become due 30 days from invoice date or delivery date, whichever is the latest. Toppers shall at its discretion be entitled to charge interest at a rate up to 6% above Bank of England base lending rate from time to time per annum on any account which remains unpaid after 30 days from the date of the invoice. Toppers shall be entitled to recover from the Customer all costs and disbursements incurred by Toppers in employing a solicitor, debt collector or other third party to enforce or collect payment of any overdue account.
9. Non-Account Customers:
All non-account Customers must pay a non-returnable Full Deposit on all orders.
10. Completion Dates:
No completion dates are guaranteed; time not being of the essence. In the event of a Customer paying an additional charge for an expedited completion date, and through no fault of the Customer such date is not met Toppers, liability shall only extend to the refund of the additional charge for the expedited service.
11. Variations in Quantity:
Every endeavour will be made to deliver the correct quantity ordered, but estimates are conditional upon margins of 5 percent for work in one colour only and 10 percent for other work where other work has an excess or shortage (4 percent and 8 percent respectively for quantities exceeding 50,000) the excess work or shortage of work is to be charged or deducted respectively.
All representations, guarantees, undertakings, conditions and warranties (whether expressed or implied, statutory or otherwise) are excluded from this contract. Except in respect of death or personal injury caused by Toppers negligence, Toppers shall not be under any liability for negligence or otherwise howsoever caused in respect of any advice given to the Customer. Without prejudice to the foregoing, Toppers liability in respect of defective or faulty work shall be limited to rectifying the defect or fault or replacing the work or crediting the invoice price of the goods at its option. Toppers shall in no circumstances be liable for any loss or damage in excess of the invoice price of any work or any part thereof in respect to which a claim is made.
13. Standing Materials:
All materials used by Toppers in the production process shall remain the property of Toppers. All items supplied by the Customer shall remain the Customer’s property. Unless arrangements have been made in writing to the contrary, all materials may be destroyed after the order has been completed.
14. Customer’s Property:
a) Title to the work shall not pass to the Customer until Toppers has received in cash or cleared funds payment in full for the price of the work.
b) Customer’s property and all property supplied to Toppers by or on behalf of the Customer shall while it is in the possession of Toppers or their agents or in transit be deemed to be at the Customer’s risk, unless otherwise agreed and the Customer should insure accordingly. Toppers shall be entitled to make a reasonable charge for the storage of any Customer’s property left with Toppers before receipt of the order or after notification to the Customer of the completion of the work. Whilst every care is taken Toppers and its agents cannot accept any responsibility for loss or damage to artwork, photography, transparencies, computer files, digital media or Customer’s property. Any liability shall be limited to the replacement cost of the basic material.
15. Materials Supplied by the Customer:
a) Where materials are so supplied, the printer will take every care to secure the best results during production, but responsibility will not be accepted for imperfect work caused by defects in or unsuitability of material supplied or specified.
b) Quantities of materials supplied shall be adequate to cover normal spoilage.
16. Sub Contracting:
Toppers shall be at liberty to subcontract either in whole or in part to any person, firm or company it shall think fit without notice to the Customer unless otherwise agreed in writing by Toppers.
17. Data Protection:
Basic Customer information as well as files produced for a particular job will be stored for accounting and production purposes. Toppers shall remove these files at any time after full payment has been received upon requests for removal, made in writing, by the Customer.
18. Illegal Matter:
Toppers shall not be required to print or reproduce any matter which in its opinion is or maybe of an illegal or libellous nature, or an infringement of the proprietary or other rights of any third party and reserves the right not to print any matter which in its opinion may be prejudicial or detrimental to the good of Toppers business. Toppers shall be indemnified by the Customer in respect of any claims, costs and expenses arising out of any libellous matter and any infringement of copyright, patent, design or of any other proprietary or personal rights contained in any material presented for the Customer. The indemnity shall extend to any amounts paid for legal advice in settlement of any claim.
19. Full Colour Printing:
Every effort will be made to obtain the best colour reproduction but because of the process involved, Toppers cannot guarantee an exact colour or texture match between the Customer’s original colour photography or transparency and the printed article. Customers who require colour reproduction of a specific standard and who wish to check the colour reproduction prior to printing must order a Colour Accurate (press proof), in writing, when placing the order. An additional charge will be made for this. It is the Customer’s responsibility to ensure that the colour images submitted are suitable for the work in hand. Toppers cannot accept liability for unsatisfactory results caused by unsuitable or inferior colour images.
20. Colour Matching:
Toppers will happily mix the Customer’s special colour requirements or order special colours to be mixed by manufacturers if an ink sample is supplied but cannot guarantee to reproduce it exactly on additional runs or repeat orders. Toppers will guarantee to match PMS colours.
21. Force majeure:
Toppers shall be under no liability if it is unable to carry out any provision in the contract for any reason beyond Toppers reasonable control including (without limitation to the foregoing) Act of God, legislation, war, fire, flood, drought, import, or export regulations or embargoes, failure of power supply, lockout, strike or other action taken by employees in contemplation of 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 Toppers elect to terminate the contract and pay for work done and materials used, but subject thereto shall otherwise accept delivery when available.
The construction, validity and performance of the Agreement shall be governed in all respects by English Law.
If any provision of these conditions is held to be invalid or unenforceable in whole or in part the validity of the other provisions of these conditions shall not be affected thereby.