CONDITIONS OF BUSINESS
These terms and conditions do not apply to contracts in which the Customer is dealing as a consumer in so far as they would be void under the Unfair Contract Terms Act 1977.
The statutory rights of parties dealing as consumers are preserved throughout.
1.1 In these Conditions:
‘BUYER’ means the person who accepts a quotation of the Company for the sale of the Goods/Services or whose order for the Goods/Services is accepted by the Company.
‘GOODS/SERVICES ’ means the Goods/Services (including any instalment of the Goods/Services or any parts for them) which the Company is to supply in accordance with these conditions.
‘COMPANY’ means Trident Design and Print Limited (registered number 02681392) of The Silk Warehouse, Druid Street, Hinckley, Leicestershire, LE10 1QH.
‘CONDITIONS’ means the standard terms and conditions of sale set out in this document and (unless the context otherwise requires) includes any special terms and conditions agreed in writing between the Buyer and the Company.
‘CONTRACT’ means the contract for the purchase and sale of the Goods/Services .
‘WRITING’ includes, letter, facsimile transmission, e-mail, text message and comparable means of communication.
1.2 Any reference in these Conditions to any provision of a statute shall be construed as a reference to that provision as amended, re-enacted or extended at the relevant time.
1.3 The headings in these Conditions are for convenience only and shall not affect their interpretation.
2 Basis of the sale
2.1 The Company shall sell and the Buyer shall purchase the Goods/Services in accordance with any written quotation of the Company which is accepted by the Buyer, or any written order of the Buyer which is accepted by the Company, subject in either case to these Conditions, which shall govern the contract to the exclusion of any other terms and conditions subject to which any such quotation is accepted or purported to be accepted, or any such order is made or purported to be made, by the Buyer.
2.2 No variation to these conditions shall be binding unless agreed in writing between the authorised representatives of the Buyer and the Company.
2.3 The Company’s employees or agents are not authorised to make any representations concerning the Goods/Services unless confirmed by the Company in Writing. In entering into the Contract the Buyer acknowledges that it does not rely on any such representations which are not so confirmed.
2.4 Any advice or recommendation given by the Company or its employees or agents to the Buyer or its employees or agents as to the storage, application or use of the Goods/Services which is not confirmed in Writing by the Company is followed or acted upon entirely at the Buyer’s own risk, and accordingly the Company shall not be liable for any such advice or recommendation which is not so confirmed.
2.5 Any typographical, clerical or other error or omission in any sales literature, quotation, price list, acceptance of offer, invoice or other document or information issued by the Company shall be subject to correction without any liability on the part of the Company.
3 Orders and specifications
3.1 No order submitted by the Buyer shall be deemed to be accepted by the Company unless and until confirmed in Writing by the Company’s authorised representative.
3.2 The Buyer shall be responsible to the Company for ensuring the accuracy of the terms of any order (including any applicable specification) submitted by the Buyer, and for giving the Company any necessary information relating to the Goods/Services within a sufficient time to enable the Company to perform the Contract in accordance with its terms.
3.3 The quantity, quality and description of and any specification for the Goods/Services shall be those set out in the Company’s quotation (if accepted by the Buyer) or the Buyer’s order (if accepted by the Company).
3.4 If the Goods/Services are to be manufactured or any process is to be applied to the Goods/Services by the Company in accordance with a specification submitted by the Buyer, the Buyer shall indemnify the Company against all loss, damages, costs and expenses awarded against or incurred by the Company in connection with or paid or agreed to be paid by the Company in settlement of any claim for infringement of any patent, copyright, design, trade mark or other industrial or intellectual property rights of any other person which results from the Company’s use of the Buyer’s specification.
3.5 The Company reserves the right to make any changes in the specification of the Goods/Services which are required to conform with any applicable statutory or EC requirements or, where the Goods/Services are to be supplied to the Company’s specification, which do not materially affect their quality or performance.
3.6 No order which has been accepted by the Company may be cancelled by the Buyer except with the agreement in Writing of the Company and on terms that the Buyer shall indemnify the Company in full against all loss (including loss of profit), costs (including the cost of all labour and materials used), damages, charges and expenses incurred by the Company as a result of cancellation.
4 Price of the Goods/Services
4.1 The price of the Goods/Services shall be the Company’s quoted Price. All prices quoted are valid for 30 days only or until earlier acceptance by the Buyer, after which time they may be altered by the Company without giving notice to the Buyer.
4.2 The Company reserves the right, by giving notice to the Buyer at any time before delivery, to increase the price of the Goods/Services to reflect any increase in the cost to the Company which is due to any factor beyond the control of the Company (such as, without limitation, any foreign exchange fluctuation, currency regulation, alteration of duties, significant increase in the costs of labour, materials or other costs of manufacture), any change in delivery dates, quantities or specifications for the Goods/Services which is requested by the Buyer, or any delay caused by any instructions of the Buyer or failure of the Buyer to give the Company adequate information or instructions.
4.3 Except as otherwise stated under the terms of any quotation or in any price list of the Company, and unless otherwise agreed in Writing between the Buyer and the Company, all prices are given by the Company on an ex works basis, and where the Company agrees to deliver the Goods/Services otherwise than at the Company’s premises, the Buyer shall be liable to pay the Company’s charges for transport, packaging and insurance.
4.4 The price is exclusive of any applicable value added tax, which the Buyer shall be additionally liable to pay to the Company.
4.5 The cost of pallets and returnable containers will be charged to the Buyer in addition to the price of the Goods/Services , but full credit will be given to the Buyer provided they are returned undamaged to the Company before the due payment date.
4.6 Authors and Buyer’s corrections including alterations in style and the cost of additional proofs necessitated by such corrections will incur an additional price.
4.7 Alterations to a design outside of the permitted number of changes, outlined on the quotation will be subject to additional costs charged at an hourly rate of £80/hour.
4.8 Amendments to a website design after the prototype design was approved will require additional development time and would be charged at an hourly rate of £80/hour.
5 Terms of payment
5.1 Subject to any special terms agreed in Writing between the Buyer and the Company, the Company shall be entitled to invoice the Buyer for the price of the Goods/Services on or at any time after delivery of the Goods/Services , unless the Goods/Services are to be collected by the Buyer or the Buyer wrongfully fails to take delivery of the Goods/Services , in which event the Company shall be entitled to invoice the Buyer for the price at any time after the Company has notified the Buyer that the Goods/Services are ready for collection or (as the case may be) the Company has tendered delivery of the Goods/Services .
5.2 The Buyer shall pay the price of the Goods/Services within 30 days of the date of the Company’s invoice, and the Company shall be entitled to recover the price, notwithstanding that delivery may not have taken place and the property in the Goods/Services has not passed to the Buyer. The time of payment of the price shall be of the essence of the Contract. Receipts for payment will be issued only upon request.
5.3 If the Buyer fails to make any payment on the due date then, without prejudice to any other right or remedy available to the Company, the Company shall be entitled to:
5.3.1 cancel the Contract or suspend any further deliveries, or cease to continue with creative, website development or marketing services to the Buyer;
5.3.2 appropriate any payment made by the Buyer to such of the Goods/Services (or the Goods/Services supplied under any other contract between the Buyer and the Company) as the Company may think fit (notwithstanding any purported appropriation by the Buyer); and
5.3.3 charge the Buyer interest (both before and after any judgement) on the amount unpaid, at the rate of 3 per cent per annum above National Westminster Bank base rate from time to time, until payment in full is made (a part of a month being treated as a full month for the purpose of calculating interest).
6.1 Delivery of the Goods/Services shall be made by the Buyer collecting the Goods/Services at the Company’s premises at any time after the
Company has notified the Buyer that the Goods/Services are ready for collection or, if some other place for delivery is agreed by the Company, by the Company delivering the Goods/Services to that place.
6.2 Any dates quoted for the delivery of the Goods/Services are approximate only and the Company shall not be liable for any delay in the delivery of the Goods/Services however caused. Time for delivery shall not be of the essence of the Contract unless previously agreed by the Company in writing. The Goods/Services may be delivered by the Company in advance of the quoted delivery date upon giving reasonable notice to the Buyer.
6.3 Where delivery of the Goods/Services is to be made by the Company in bulk, the Company reserves the right to deliver up to 5 per cent more or less for work in one colour only or 10 per cent more or less for other work than the quantity ordered. The price shall be adjusted proportionally and the quantity so delivered shall be deemed to be the quantity ordered.
6.4 Where the Goods/Services are to be delivered in instalments, each delivery shall constitute a separate contract and failure by the Company to deliver any one or more of the instalments in accordance with these Conditions or any claim by the Buyer in respect of any one or more instalments shall not entitle the Buyer to treat the Contract as a whole as repudiated.
6.5 If the Company fails to deliver the Goods/Services (or any instalment) for any reason other than any cause beyond the Company’s reasonable control or the Buyer’s fault, and the Company is accordingly liable to the Buyer, the Company’s liability shall be limited to the excess (if any) of the cost to the Buyer (in the cheapest available market) of similar Goods/Services to replace those not delivered over the price of the Goods/Services .
6.6 If the Buyer fails to take delivery of the Goods/Services or fails to give the Company adequate delivery instructions at the time stated for delivery (otherwise than by reason of any cause beyond the Buyer’s reasonable control or by reason of the Company’s fault) then, without prejudice to any other remedy or right available to the Company, the Company may:
6.6.1 store the Goods/Services until actual delivery and charge the Buyer for the reasonable costs (including insurance) of storage; or
6.6.2 sell the Goods/Services at the best price readily obtainable and (after deducting all reasonable storage and selling expenses) account to the Buyer for the excess over the price under the Contract or charge the Buyer for any shortfall below the price under the Contract.
6.6.3. In the instance of creative services, if the Buyer chooses not to proceed with a project, the Company will consider the project completed and all work up until that point will be invoiced.
7 Risk and property
7.1 Risk of damage to or loss of the Goods/Services shall pass to the Buyer:
7.1.1 in the case of Goods/Services to be delivered at the Company’s premises, at the time when the Company notifies the Buyer that the Goods/Services are available for collection; or
7.1.2 in the case of Goods/Services to be delivered otherwise than at the Company’s premises, at the time of delivery or, if the Buyer wrongfully fails to take delivery of the Goods/Services , the time when the Company has tendered delivery of the Goods/Services .
7.2 Notwithstanding delivery and the passing of risk in the Goods/Services , or any other provision of these Conditions, the property in the Goods/Services shall not pass to the Buyer until the Company has received in cash or cleared funds payment in full of the price of the Goods/Services and all other Goods/Services agreed to be sold by the Company to the Buyer for which payment is then due.
7.3 Until such time as the property in the Goods/Services passes to the Buyer, the Buyer shall hold the Goods/Services as the Company’s fiduciary agent and bailee, and shall keep the Goods/Services separate from those of the Buyer and third parties and properly stored, protected and insured and identified as the Company’s property, but the Buyer shall be entitled to resell or use the Goods/Services in the ordinary course of its business.
7.4 Until such time as the property in the Goods/Services passes to the Buyer (and provided the Goods/Services are still in existence and have not been resold), The Company shall be entitled at any time to require the Buyer to deliver up the Goods/Services to the Company and, if the Buyer fails to do so forthwith, to enter upon any premises of the Buyer or any third party where the Goods/Services are stored and repossess the Goods/Services .
7.5 The Buyer shall not be entitled to pledge or in any way charge by way of security for any indebtedness any of the Goods/Services which remain the property of the Company, but if the Buyer does so all moneys owing by the Buyer to the Company shall (without prejudice to any other right or remedy of the Company) forthwith become due and payable.
8 Warranties and liability
8.1 Subject to the conditions set out below the Company warrants that the Goods/Services will correspond with their specification and will be free from defects at the time of delivery.
8.2 The above warranty is given by the Company subject to the following conditions:
8.2.1 the Company shall be under no liability in respect of any defect in the Goods/Services arising from any drawing, design or specification supplied by the Buyer or where materials including paper plates or other materials are supplied or specified by the Buyer the Company shall be under no liability for any defect in the Goods/Services attributable to the same.
8.2.2 Proofs of all work may be submitted for the Buyer’s approval and in that event the Company shall be under no liability for any errors in the proofs not corrected by the Buyer.
8.2.3 the Company shall be under no liability under the above warranty (or any other warranty, condition or guarantee) if the total price for the Goods/Services has not been paid by the due date for payment;
8.2.4 the above warranty does not extend to parts, materials or equipment not manufactured by the Company, in respect of which the Buyer shall only be entitled to the benefit of any such warranty or guarantee as is given by the manufacturer to the Company.
8.3 Subject as expressly provided in these Conditions, and except where the Goods/Services are sold to a person dealing as a consumer (within the meaning of the Unfair Contract Terms Act 1977), all warranties, conditions or other terms implied by statute or common law are excluded to the fullest extent permitted by law.
8.4 Where the Goods/Services are sold under a consumer transaction (as defined by the Consumer Transactions (Restrictions on Statements) Order 1976) the statutory rights of the Buyer are not affected by these Conditions.
8.5 Any claim by the Buyer which is based on any defect in the quality of condition of the Goods/Services or their failure to correspond with specification shall (whether or not delivery is refused by the Buyer) be notified to the Company within 7 days from the date of
delivery or (where the defect or failure was not apparent on reasonable inspection) within a reasonable time after discovery of the defect or failure. If delivery is not refused, and the Buyer does not notify the Company accordingly, the Buyer shall not be entitled to reject the Goods/Services and the Company shall have no liability for such defect or failure, and the Buyer shall be bound to pay the price as if the Goods/Services had been delivered in accordance with the Contract.
8.6 Where any valid claim in respect of any of the Goods/Services which is based on any defect in the quality or condition of the Goods/Services or their failure to meet specification is notified to the Company in accordance with these Conditions, the Company shall be
entitled to replace the Goods/Services (or the part in question) free of charge or, at the Company’s discretion, refund to the Buyer the price of the Goods/Services (or a proportionate part of the price), but the Company shall have no further liability to the Buyer.
8.7 Except in the respect of death or personal injury caused by the Company’s negligence, the Company shall not be liable to the Buyer by reason of any representation (unless fraudulent), or any implied warranty, condition or other term, or any duty at common law, or under the express terms of the Contract, for any indirect, special or consequential loss or damage (whether for loss of profit or otherwise), costs, expenses or other claims for compensation whatsoever (whether caused by the negligence of the Company, its employees or agents or otherwise) which arise out of or in connection with the supply of the Goods/Services or their use or resale by the Buyer, and the entire liability of the Company under or in connection with the Contract shall not exceed the price of the Goods/Services , except as expressly provided in these Conditions.
8.8 The Company shall not be liable to the Buyer or be deemed to be in breach of the Contract by reason of any delay in performing, or any failure to perform, any of the Company’s obligations in relation to the Goods/Services , if the delay or failure was due to any cause beyond the Company’s reasonable control. Without prejudice to the generality of the foregoing, the following shall be regarded as causes beyond the Company’s reasonable control:
8.8.1 Act of God, explosion, flood, tempest, fire or accident;
8.8.2 war or threat of war, sabotage, insurrection, civil disturbance or requisition;
8.8.3 acts, restrictions, regulations, bye-laws, prohibitions or measures of any kind on the part of any governmental, parliamentary or local authority;
8.8.4 import or export regulations or embargoes;
8.8.5 strikes, lock outs or other industrial actions or trade disputes (whether involving employees of the Company or of a third party);
8.8.6 difficulties in obtaining raw materials, labour, fuel, parts or machinery;
8.8.7 power failure or breakdown in machinery, or failure at the datacentre.
8.9 The Company shall be under no liability for any breach of confidentiality, loss of reputation, financial or other loss howsoever arising from carrying out the Buyer’s instruction to transmit proofs or any other material relating to the Goods/Services electronically via e-mail or similar medium.
9.1.1 The Company shall not be required to print any matter which in its opinion is or may be of an illegal nature.
9.1.2 The Buyer shall indemnify the Company in respect of all loss, damages, costs and expenses awarded against or incurred by the Company in connection with any claim arising out of any libellous matter printed, or any sum paid or agreed to be paid in settlement of the claim.
9.2 If any claim is made against the Company that the Goods/Services infringe or that their use or resale infringes the patent, copyright, design, trade mark or other industrial or intellectual property rights of any other person, then where the claim arises from the use of any drawing, design or specification supplied by the Buyer, the Buyer shall indemnify the Company against all loss, damages, costs and expenses awarded against or incurred by the Company in connection with the claim, or paid or agreed to be paid by the company in settlement of the claim.
10 Insolvency of Buyer
10.1 This clause applies if:
10.1.1 the Buyer makes any voluntary arrangement with its creditors or (being an individual or firm) becomes bankrupt or (being a company) becomes subject to an administration order or goes into liquidation (otherwise than for the purposes of amalgamation or reconstruction); or
10.1.2 an encumbrancer takes possession, or a receiver is appointed, of any of the property or assets of the Buyer; or
10.1.3 the Buyer ceases, or threatens to cease, to carry on business; or
10.1.4 the Company reasonably apprehends that any of the events mentioned above is about to occur in relation to the Buyer and notifies the Buyer accordingly.
10.2 If this clause applies then, without prejudice to any other right or remedy available to the Company, the Company shall be entitled to cancel the Contract or suspend any further deliveries under the Contract without any liability to the Buyer, and if the Goods/Services have been delivered but not paid for the price shall become immediately due and payable not withstanding any previous agreement or arrangement to the contrary.
11 Materials supplied by the Buyer
11.1 The Company may reject any paper, plates or other material supplied or specified by the Buyer which appear to the Company to be unsuitable. An additional charge shall be raised if found to be so during production or for their replacement.
11.2 Any images or copy supplied by the Buyer for use on websites or publications must be royalty free, or the Buyer must own the copywrite to them. The Company will not be held responsible if images are supplied by the Buyer without express permission from the copywrite owner.
12 Standing Matter
12.1 Metal, film, glass and other materials used by the Company in the production of type, plates, moulds, negatives, positives and the like shall remain the exclusive property of the Company.
12.2 Type may be distributed and lithographic, photogravure, or other work effaced immediately after the order is executed unless written arrangements are made to the contrary. In the latter event, the Company may, in its sole discretion, charge for the storage of the same.
13 Our Guarantee
13.1 We always listen to you to understand your goals and articulate in terms you understand.
Before we start any work with you, we will always ask you what your goals are for your business and how the work you are asking us to do, will benefit your business. As part of the service we give you, our aim is to ensure that any technical terms are simplified in any communication with you and your team. Technical terms that we have to use, will be explained so that you have a strong understanding.
13.2 Your website will rank on page one or two, within three months with SEO services.
With SEO, we guarantee that your website will rank on page one or two within months of us doing the work for you. This is based on at least one keyword with search volume showing on our SEO tool that is used to optimise your website. If your sites not ranked on page one or two after 3 months, your next month of SEO services will be free until your site ranks on one of those pages.
13.3 Your customers will love your website and graphic designs we create for you.
The work we do for you is unique and is designed with your potential customers in mind. Design can be subjective. Our guarantee is that the design we do for you will work. It will have a positive impact on your business and your clients will love the work we have done for you. Any complaint about or design work we’ve done that is detrimental to your business – we’ll put the design right.
13.4We have simplified buying options, so you understand what you are buying.
When you buy from us, it will ensure that you have a definite understanding of what you are buying. Trident’s brochures and literature will be clear and we’ll guide you through them. Once you make the decision to buy, our contracts and terms and conditions clearly state what is included, the price you will pay and the terms of the agreement.
14.1 Any notice required or permitted to be given by either party to the other under these Conditions shall be submitted in Writing addressed to that other party at its registered office or principle place of business or such other address as may at the relevant time have been notified pursuant to this provision to the party giving the notice.
14.2 No waiver by the Company of any breach of the Contract by the Buyer shall be considered as a waiver of any subsequent breach of the same or any other provision.
14.3 If any provision of these Conditions is held by any competent authority to be invalid or unenforceable in whole or in part the validity of the other provisions of these Conditions and the remainder of the provision in question shall not be affected.
14.4 The Contract shall be governed by the laws of England, and the Buyer agrees to submit to the non-exclusive jurisdiction of the English courts.
15.1 Notice to cancel subscription marketing and website services, or website hosting contracts must be made by the buyer, in writing with no less than 30 days notice, after the minimum term of the initial contract as been served. Unless the Company receives the notice in writing, it will be assumed that the services will continue.
15.2 The company can terminate any such contract forthwith should any sum remain unpaid for the same having been made in writing and being unsatisfied for a period of 14 days.