1.1 In these conditions:
‘Client’ means the person named on the Order Sheet for whom the Supplier has agreed to provide the Specified Service in accordance with these Conditions and shall include their respective successors in title to substantially the whole of their respective undertakings.
‘Contract’ means the contract for the provision of the Specified Goods and Service.
‘Document’ includes, in addition a document in writing, any map plan, graph, drawing or photograph, any film, negative, tape, or other devise embodying visual images and any disc, tape or other devise embodying any data.
‘Input Material’ means any Documents or other materials, and any data or other information provided by the Client relating to the Specified goods or service.
‘Output Material’ means any documents or printed materials, and any data or other information
‘Order Sheet’ means the sheet to which these Conditions are appended.
‘Specified Service’ means the Goods and Services to be provided by the Supplier for the Client and referred to in the Order Sheet.
‘Supplier’ means P&N Corporate Media Limited registered in England under number 3836219 and shall include its permitted assignees.
‘Supplier's Standard Charges’ means the charges shown in the Supplier's brochure or other published literature or electronic literature relating to the Specified Goods or Service.
1.2 The headings in these conditions are for convenience only and shall not affect their interpretation.
The Supplier agrees to design, print, insert and distribute the Corporate Media Materials ("the Services") for The Client as follows:
Take receipt of the Corporate Media Materials, or design the Corporate Media Materials according to the Instructions on the Order.
Print the Corporate Media Materials according to Instructions on the Order.
Insert the Corporate Media Materials or products according to the Instructions on the Order.
Distribute the Corporate Media Materials at the Venues specified on the Distribution schedule.
Use its best endeavors in carrying out the Services and to ensure that the Services are carried out in a responsible professional and courteous manner in order to promote as effectively as possible the events venues, products or services featured in the Corporate Media Materials.
The client shall at its own expense supply the Supplier with all necessary Documents and other materials, and all necessary data or other information relating to the Specified Goods or Service in accordance with the Order. The Client shall insure the accuracy of all Input Material and will be responsible for proofing Material for any errors or emissions.
The Client shall at its own expense retain duplicate copies of all Input Material and insure against accidental loss or damage. The Supplier shall have no liability for any such loss or damage, however caused and the Supplier shall not be responsible for returning Material.
No contract shall exist between the Supplier and the Client until the Supplier has accepted an Order from the Client by verbal agreement, facsimile, email or post to the relevant employee.
The Supplier shall lay out specifications of an order in a quotation which will be valid for 30 days unless otherwise specified. Any order without a quotation shall be charged at the Suppliers published prices.
Any changes to an Order must be agreed between the Supplier and the Client before any work has commenced.
Cancellation of an Order will be subject to a cancellation fee and any other applicable charges.
Payment must be received in full for an Order before the Order will commence unless a formal account has previously been set up.
The Supplier shall make all reasonable efforts to meet quoted delivery dates, which represent statements of intention onlyand shall not be binding on the Supplier. Failure to deliver shall not constitute breach of contract and the client shall not be entitled to to rescind or repudiate the contract or any other related contract, in the whole or in part, or claim damage for such failure.
The Supplier will entertain a claim by the Client in respect of loss or damage in transit only if:
Non-delivery: The Client gives written notice within 21 days of receipt of invoice.
Damage in transit;: the Client gives notice within five days of delivery.
Goods transported by an independent freight carrier; the Client must comply in all respects with the freight carrier's conditions of carriage for notifying claims for loss and damage in transit, and
Inspection of goods; the Supplier is given all resonable opportunity to inspect the damaged goods.
P&N Corporate Media Ltd. reserve the right to make good any damage or defects notified to us by repair or replacement at our discretion providing any defects are limited to faulty materials or workmanship and not as a result of, wilful damage, negligence, incorrect storage or fixing, nor by fair wear and tear.
P&N Corporate Media Ltd. may assign the benefit and burden of its rights and obligations resulting from this contract to any third party.
The Designer, Distributor or Printer may not without P&N Corporate Media's consent sub-contract, assign, transfer or in any other manner make over the benefit and/or burden of its rights and obligations hereunder to any third party. Notice of a proposed assignment by the Designer, Distributor or Printer must be given to P&N Corporate Media Ltd.
Subject to any special terms agreed, the Client shall pay the Supplier's Standard charges and any additional sums which are agreed between the Supplier and the Client for the provision of the specified Goods or Service, or which in the Suppliers sole discretion, are required as a result of the Clients instructions or lack of instructions in the inaccuracy of any Input Material or any other cause attributed to the Client.
The Suppliers Standard Charges and all other costs will be laid out in an invoice to the Client. Any query with regards to Suppliers charges must be raised with the Supplier within 30 days of the invoice tax date.
The Client must pay the Supplier within the credit terms laid out on the invoice, and without any set-off or other deduction. Clients without a formally set up account with the Supplier must pay the Supplier in full before commencement of an Order.
Failure to pay the Supplier within the given Terms shall result in immediate removal of any credit facilities and may result in legal action being pursued with interest being charged at the current rate.
P&N Corporate Media Ltd shall be able to change the supplier's Standard charges from time to time and shall be laid out in the Supplier's current pricing documentation.
All charges quoted to the Client for the provision of the specified Goods or Service are exclusive of Value Added Tax, for which the Client shall be additionally liable at the applicable rate.
The property and any copyright or other intellectual property rights in:
Any Input Material shall belong to the Client.
Any Output Material shall, unless otherwise agreed in writing between the Client and the Supplier, belong to the Supplier, subject only to the right of the Client to use the Output Material for the purpose of utilising the Specified Goods or Service.
In the case of design the Supplier maintains all ownership rights of all development workings, open files, images, fonts and editorial devised by the Supplier. These items remain the intellectual capital of the Supplier and, unless otherwise agreed in writing between the Client and the Supplier, will not be released.
When commissioning design services the Client agrees to abide by its terms of sale. Supplied artwork may only be used for the express purpose agreed in the terms of sale. No alteration, reproduction or manipulation of supplied artwork may be made without permission in writing from the Supplier. This includes, but is not limited to the 'Look and Feel', images, font styles, formatting, any web scripts and programming used, except where original artwork was supplied by the Client.
All logos devised by the Supplier become the property of the client, having unlimited and royalty-free use upon payment of all fees.
The Supplier retains the right to display any element of artwork worked upon in their portfolio and advertising material.
Except in respect of death or personal injury caused by P&N Corporate Media's negligence, P&N Corporate Media Ltd. shall be under no liability for any loss or damage (whether direct, indirect, or consequential and including loss of profit, loss of business, depletion of goodwill, loss of business opportunity or loss of savings) howsoever arising which may be suffered by the Client as a result of P&N Corporate Media’s actions or failure to act.
The Supplier warrants to the Client that the Specified Goods or Service will be provided using reasonable care and skill and as far as reasonably possible, in accordance with the Order sheet, and within the times referred to in the Order sheet. Where the Supplier supplies any goods including Output Material supplied by a third party the Supplier does not give any warranty, guarantee or other terms as to their quality fitness or purpose or otherwise, but shall, where possible, assign to the Client the benefit of any warranty, guarantee or indemnity given by the person supplying the goods to the Supplier.
The Supplier shall have no liability to the Client for any loss, damage, costs, expenses or other claims for compensation arising from any Input Material or instructions supplied by the Client which are incomplete, incorrect, illegible, out of sequence or in the wrong format, or arising from their late arrival or non arrival, or any other fault of the Client.
The Supplier shall not be liable to the Client or deemed to be in breach of the contract by reason of any delay in performing, or any failure to perform, any of the Suppliers obligations in relation to the specified Goods or Service, if the delay or failure was due to any cause beyond the Suppliers reasonable control.
Orders for the installation and erection of Signage are undertaken on the understanding that the Client has complied with the requirements of the local planning and other interested official departments and the responsibility for obtaining any planning permission and permits is entirely that of the Client. All charges levied by authorities before, during and/or after installation and erection are to be bourne by the Client.
Where Signage is erected in the ground the responsibility for ensuring that no services such as water, gas, electricity, telephones or pipelines are likely to be interfered with, damaged or obstructed is the resposibility of the Client as is any intereference damage or obstruction caused thereto by the Supplier's staff or Sub-Contractors in the event of the position of such services not being revealed (or being incorrectly revealed) to us. Likewise where a sign is erected on a structure it is the Client's responsibility to ensure that the structure is of adequate strength and in good condition to bear the additional loads imposed thereon by the installation of the sign and fittings.
Where complaint may arise with any goods or service provided by the Supplier the Client must notify the Supplier in writing within 7 days of receipt of the goods or service.
The Client shall be entitled to terminate the Contract at any time by giving not less than three months written notice to the Supplier.
Either party may at any time terminate the Contract by giving written notice to the other if the other commits any breach of these Terms and Conditions and (if capable of remedy) fails to remedy the breach within 30 days after being required by written or verbal instruction to do so, or if the other goes into liquidation, or (in the case of an individual or firm) becomes bankrupt, makes a voluntary agreement with his or its creditors or has a receiver or administrator appointed.
Headings shall not affect the meaning or interpretation of this contract.
If and insofar as any part or provision of these conditions is or becomes void or unenforceable it shall be deemed not to be or never to have been or formed a part of these conditions and the remaining provisions of these conditions shall continue in full force and effect. The parties shall meet to discuss the void and unenforceable provisions and shall substitute therefore a lawful and enforceable provision, which so far as possible results in the same economic effects.
Any notice required or permitted to be given by either party to the other under these Terms and Conditions shall be in writing addressed to the other party at its registered office or principal place of business or such other address as may be relevant having been notified pursuant to this provision to the party giving the notice and may be delivered personally or by facsimile or email transmission or first-class post. A notice shall be deemed to have been served (if personally delivered) at the time of delivery or (if sent by first-class post) forty-eight hours after posting or at the time of transmission if sent by facsimile or email transmission.
These Conditions (together with the terms, if any, set out in the Order sheet) constitute the entire agreement between the parties, supersede any previous agreement or understanding any may not be varied except in written agreement between the two parties. All other Terms and Conditions expressed or implied by statute or otherwise, are excluded to the fullest extent permitted by the law.
These Conditions and all other express terms of the contract shall be governed by and construed in accordance with the laws of England and Wales and all disputes arising out of these Conditions shall be subject to the exclusive jurisdiction of the Courts of England and Wales.
No failure or delay by either party in exercising its rights under the Contract shall be deemed to be a waiver of that right, and no waiver by either party of any breach of the Contract by the other shall be considered as a waiver of any subsequent breach of the same or any other provision.
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