Terms governing the use of our services – October 2019
Vauxhall Printing Company Limited (we or VPC). We are registered in England and Wales under company number 04971298 and our registered office and main trading address is at 76 Wordsworth Road, Small Heath, Birmingham B10 0EE. Our VAT No. is GB 113 2076 21
These terms and conditions (together with the documents referred to on it) tells you (you or the customer) the terms and conditions on which we supply any of our products (Products) to you. Please read these terms and conditions carefully before ordering any Products. You should understand that by ordering any of our Products, you agree to be bound by these terms and conditions. Please note that we limit our liability at paragraph 12 below.
These terms and conditions may be amended from time to time.
The contract between us (Contract) will be formed upon acceptance of an order by VPC from the customer. Once the Contract has been formed, the terms of the Contract cannot be varied without our prior written consent.
As the Products will have been made to your specification or personalised by you, you will not have any right to cancel the supply of any of the Products once you have placed an order.
The price of any Products will be as quoted, except in cases of obvious error. These prices do not include VAT and delivery costs, which will be added to the total amount due. Price estimates are based on VPC’s current costs of production and, unless otherwise agreed, are subject to amendment on or at any time after acceptance, where such amendment is required in order to meet any rise or fall in such costs.
We do not store any credit or Debit card data.
VPC reserves the right to charge the amount of any value added tax payable whether or not included on the estimate or invoice. VAT will be applied to all shipments originating in, and with destinations, to the UK. The VAT rates applicable at the relevant time will be applied.
Most flyers and leaflets will be free from VAT in most cases, however there are some exceptions:
For full details on VAT, please check HRMC’s website: www.hmrc.gov.uk
All work carried out, whether experimentally or otherwise, at customer’s request shall be chargeable.
Where any additional work of whatever nature is necessary as a result of copy supplied by a customer not being clear and/or legible, VPC shall be entitled to make additional charges on a time and materials basis to cover such additional work.
Prior to producing the Products, if we make a proof of the Product available for your approval. You are responsible for approving these proofs. You accept that once you have approved the proof, the Products cannot be changed nor cancelled. We shall have no liability to you for any errors in the proof subsequently discovered by you.
Where the Buyer specifically waives any requirement to examine proofs, the Seller is indemnified by the Buyer against any and all errors in the finished work.
Colour proofs 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 job will be deemed acceptable unless otherwise agreed in writing.
Additional charges shall be made for any additional proofs that are required as a result of alterations required by the customer. When style, type or layout is left to VPC’s discretion, any subsequent changes to such style, type or layout required by the customer shall be subject to additional charges (VPC acting reasonably) on a time and materials basis. For the avoidance of doubt, costs will be incurred by VPC on your behalf (and passed onto you) if any amendments are made to the Contract once the proof has been approved as work will have commenced.
Unless negotiated and agreed in writing, the copyright of general artwork, commissioned artwork and illustrations and anything else whatsoever prepared, developed or created by VPC shall vest in and belong to VPC. VPC may use any artwork or printing produced by itself for the purposes of promoting itself. The customer shall be responsible for obtaining all necessary authorities and consents to reproduce all design text, illustrations, graphics, photographs, diagrams, drawings, logos and/or any other reproducible materials (Materials) prior to instructing VPC to reproduce the same. The customer shall indemnify and hold VPC and its agents and representatives harmless against all claims, demands, actions, costs, expenses (including but not limited to legal costs and disbursements), losses and damages arising from or suffered or incurred by reason of any claim (including but not limited to the defence of such claim) that the reproduction of the Materials by VPC infringes the intellectual property or other rights of any third party or misuses the confidential information of a third party.
VPC may at any time assign, transfer, charge, subcontract or deal in any other manner with any or all of its rights or obligations under the Contract. You may not transfer, assign, charge or otherwise dispose of a Contract, or any of your rights or obligations arising under it, without our prior written consent.
Delivery of the Products shall be made when VPC has notified the customer that the Products are ready for despatch Unless otherwise agreed in writing, (in which case an extra charge may be made) delivery will be to kerb-side at the customer’s address and the customer will make arrangements for off-loading and for any additional transportation to its storage facility.
Subject to any agreement as per the above, delivery involving difficult access and/or unreasonable distance from vehicular access shall entitle VPC to make an extra charge to reflect additional costs incurred.
Working days are Monday to Friday, excluding UK Bank Holidays.
Where delivery is delayed due to exceptional circumstances, we will complete the work as soon as we reasonably can. Where delivery is not possible as a result of us being provided with the incorrect delivery address details, our delivery service will return the Products to us. We reserve the right to make an additional delivery charge for re-despatch of the Products to the correct delivery address. All Products will be signed for upon delivery, if anyone other than the intended recipient signs for the Products and the Products are subsequently not delivered to the intended recipient VPC will incur no liability provided that the parcel was delivered to the address provided by the customer.
Our services rely upon the customer not delaying the progress of the order in any way (which delays include but are not limited to the customer not returning proofs by the time specified by VPC or failing to make payment by the time such payment is due).
Delivery of work by VPC shall be deemed to take place upon collection of the work by the customer (where the customer is obliged to collect the work) or (where VPC is obliged to deliver the work) actual delivery of the work to the customer by VPC. Where the customer is obliged to collect the work, the customer’s failure to collect the work on the day on which VPC is contractually obliged to have it ready for collection shall be classed as a Customer Delay. Where VPC is obliged to deliver the work to the customer but the customer provides VPC with incomplete or incorrect delivery information or is not available to accept delivery, then provided that VPC has used reasonable endeavours to deliver the work to the customer, a failed delivery shall be classed as a Customer Delay.
Unless otherwise specified the price quoted is for collection of the work from VPC at 76 Wordsworth Road, Small Heath, Birmingham B10 OEE. A charge may be made to cover any extra costs involved for delivery to a different address.
Should expedited delivery be agreed VPC shall be entitled to make additional charges on a time and materials basis to cover any overtime or any other additional costs involved, including without limitation, the cost of couriers or special delivery post.
Should work be suspended at the request of or delayed through any default of the customer for a period of 30 days or more VPC shall then be entitled to payment for work already carried out, materials specially ordered and other additional costs including storage.
Risk of loss of or damage to work completed by VPC shall pass to the customer on delivery. Notwithstanding delivery and the passing of risk in the work to the customer, ownership of and title to the work shall not pass to the customer and shall be retained by VPC until VPC has received payment in full in respect of the work.
You must notify us within 7 days of any failure on our part to deliver the Products in order that we can investigate the failure and take appropriate action. The earliest date we can claim against our courier of choice for non-delivery is 15 working days from the date of despatch. We cannot process a reprint before this time. You should notify us by phone or email if your goods have not arrived after 15 working days. Once you have notified us in accordance with this paragraph, we will then send you a form to complete and return to us. Once the form is received we will redeliver the Products to you, once we have completed the reprint in a reasonable time.VPC shall endeavour to fulfil all Orders which may from time to time be placed with it by the customer and shall endeavour to comply with delivery dates quoted but the time for delivery shall not be of the essence.
VPC shall not be liable for any direct of consequential loss incurred by the customer or any third party arising out of late delivery or non-delivery of the commissioned work, unless such delay has been caused by VPC’s failure to use its endeavours to comply with delivery dates.
Where the Order is to be delivered in instalments, each delivery shall constitute a separate contract and failure by VPC to deliver any one or more of the instalments in accordance with these terms and conditions or any claim by the customer in respect of any one or more of the instalments shall not entitle the customer to treat the Order as a whole as repudiated or cancelled.
Reasonable endeavours will be made to deliver the correct quantity ordered. However some variation is inherent in the print process and it is understood and accepted as reasonable that minor variations (1%) are immaterial and that VPC shall have no liability in respect of such variations. Quotations are conditional upon a margin up to 5% this allows for overs or shortages. VPC’s entire liability will be to award a pro-rata credit/charge.
Advice of damage, delay or partial loss of goods in transit or of non-delivery must be given in writing to VPC within three working days of delivery (or, in the case of non-delivery within 15 working days of despatch of the goods) and any claim in respect thereof must be made in writing to VPC within seven working days of delivery (or, in the case of non-delivery, within 15 working days of despatch). All other claims must be made in writing to VPC within 28 days of delivery. VPC shall not be liable in respect of any claim unless the aforementioned requirements have been complied with except in any particular case where the customer proves that (i) it was not possible to comply with the requirements and (ii) advice (where required) was given and the claim made as soon as reasonably possible.
VPC gives no warranties or guarantees or makes any representations as to the merchantability or fitness for a particular purpose of any completed work the subject of a customer’s order and all other warranties, conditions, guarantees or representations, whether express or implied, oral or in writing, except as expressly stated in these terms and conditions are hereby excluded. VPC shall not be liable for any loss arising from delay in transit not caused by VPC. Further, VPC shall not be liable for any indirect, special or consequential damages, loss of profits, economic loss, loss of goodwill or loss of anticipated savings or loss of data. The total aggregate liability of VPC in respect of any and all causes of action arising out of or in connection with the customer’s order and VPC’s performance of services pursuant to such order (whether for breach of contract, strict liability, tort (including, without limitation, negligence), misrepresentation or otherwise) shall (subject to the provisions of paragraph 10) be limited to the sums paid to VPC by the customer in respect of the Order pursuant to which liability has arisen. Nothing in these terms and conditions shall be construed so as to limit or exclude liability which cannot, pursuant to English Law, be excluded or limited including for death or personal injury or liability in respect of fraud or fraudulent misrepresentation.
Metal and other materials owned by and used by VPC in the production of plates, film-setting, negatives, positives and the like shall remain the exclusive property of VPC. Such items when supplied by the customer shall remain the customer’s property.
It is the customer’s responsibility to maintain a copy of any original materials (whether in electronic form or otherwise) provided by the customer to VPC.
Lithographic, or other work or other materials supplied by the customer may be effaced or destroyed immediately after the order is executed unless written arrangements are made to the contrary. In the latter event, VPC shall be entitled to make additional charges.
The customer’s property and all property supplied to VPC by or on behalf of the customer shall while it is in the possession of VPC or in transit to or from the customer be deemed to be at the customer’s risk unless otherwise agreed and the customer should insure such property accordingly.
Where a customer fails to collect work within 10 working days from notification to the customer of completion of the work, VPC shall be entitled, at its discretion, to either store the work until actual delivery or collection is made and charge the customer for the costs (including insurance) of storage or to destroy such work (provided that the customer shall nevertheless remain liable for payment in respect of the relevant order).
VPC may reject any paper, plates or other materials supplied or specified by the customer which it considers to be unsuitable. Additional costs incurred if materials are found to be unsuitable during production may be charged except that if the whole or any part of such additional costs could have been avoided but for unreasonable delay by VPC in ascertaining the unsuitability of the materials then that amount shall not be charged to the customer.
VPC shall have no liability in respect of any work being of less than reasonably satisfactory quality as a result of defects in or the unsuitability of materials supplied or specified by the customer.
VPC shall assume that quantities of materials supplied shall be adequate to cover normal spoilage accordingly if the quantities of materials supplied are not sufficient to cover normal spoilage (Insufficient Supply) then VPC shall have no liability for any shortfall in quantity to the extent that such shortfall arises as a result of such Insufficient Supply.
For invoices not settled within the agreed credit terms or for payments returned unpaid (such as cheques, credit cards or similar), VPC reserves the right to charge interest on the overdue debt at 2% above the Lloyds Bank plc base rate at the time and an administration fee to cover its debt recovery costs and any other costs relating to the collection of payment.
If the customer ceases to pay its debts in the ordinary course of business or cannot pay its debts as they become due or being a company is deemed to be unable to pay its debts or has a winding-up petition issued against it or being a person commits an act of bankruptcy or has a bankruptcy petition issued against it, VPC without prejudice to other remedies shall (i) have the right not to proceed further with the contract or any other work for the customer and be entitled to charge for work already carried out (whether completed or not) and materials purchased for the customer, such charge to be an immediate debt due to VPC, and (ii) in respect of all unpaid debts due from the customer have a general lien on all goods and property in VPC’s possession (whether worked on or not) and shall be entitled on the expiration of 14 days’ notice to dispose of such goods or property in such manner and at such price as VPC thinks fit and to apply the proceeds towards such debts.
VPC shall not be required to print any matter which in its opinion is or may be of an illegal or libellous nature or an infringement of the proprietary or other rights or any third party.
Without prejudice to any other provisions of these terms and conditions, the customer shall indemnify and hold VPC harmless against all claims, demands, costs, expenses (including but not limited to legal costs and disbursements), losses and damages arising from or suffered or incurred by reason of the work it is required to produce pursuant to a customer order being or alleged to be defamatory.
All reasonable efforts shall be made to obtain the best possible colour reproduction on customer’s work but variation is inherent in the print process for files submitted. You understand and accept that computer hardware set ups are such that we cannot guarantee that the Product colours will match those displayed on your computer screen during the ordering process. It is also understood and accepted as reasonable that, VPC shall not be required to guarantee an exact match in colour or texture between the customer’s photograph, transparency, proof, electronic graphic file, previously printed matter (whether printed by VPC or its permitted assigns and sub-contractors) or any other materials supplied by the customer and the printed article the subject of the customer’s order. You also understand and accept that computer hardware set ups are such that we cannot guarantee that the Product colours will match those displayed on your computer screen during the ordering process.
VPC shall be under no liability if it shall be unable to perform any obligation which is owed by it to the customer for any reason beyond its control including (without limiting the foregoing) Act of God, legislation, war, fire, flood, drought, failure of power supply, lock-out, strike or other action taken by employees in contemplation or furtherance of a dispute or owing to any inability to procure materials required for the performance of the contract. During the continuance of such a contingency the customer may by written notice to VPC elect to terminate the contract and pay for work done and materials used, but subject thereto shall otherwise accept delivery when available.
These terms and conditions and all other express terms of any contract with customers shall be governed and construed in accordance with English law. English Courts shall have exclusive jurisdiction in relation to any matters arising in connection with any contract between VPC and the customer into which these terms are incorporated (as amended).
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