1. ACCEPTANCE

By placing an order with the Printer, the Customer accepts these Terms whether or not they are signed below.

2. INTERPRETATION

In these Terms:

“Confirmation” means a written confirmation from the Printer to the Customer of an order for Services, which is deemed to incorporate these Terms together with any additional special terms set out in it (such additional terms taking priority in the event of any conflict).

“Consumables” means paper, ink, plates, film, underwrapper, stitching wire, top wrapper and plate processing chemicals.

“Copy” means all Customer content or information supplied to the Printer for printing, in such medium and format (including electronic files) as agreed with the Printer.

“Customer” means any company, partnership firm or individual that engages the Printer to carry out Services on its behalf.

"Printer” means Newsquest Media Printing which is a production division of Newsquest Media Group Ltd, a company registered in England and Wales under registered number 1676637 and having its registered office at Loudwater Mill, Station Road, High Wycombe HP10 9TY.

“Services” means the printing, delivery or any additional services carried out by the Printer for the Customer, such as design, artwork and colour matching.

“Standing Contracts” means continuing contracts for multiple or repeat Services.

“Terms” means these standard terms and conditions and the Confirmation.

“Work” means the printed product of the Services.

Any words following the term ‘including’ shall be construed as illustrative only and shall not limit the sense of the preceding words.

3. ESTIMATES

Estimates are valid for 30 days, but remain subject to available production capacity, provision of Customer’s Copy, price and availability of Consumables, and costs of additional work or extra requirements. The Printer may decline any order or may revise any estimate to meet a rise in production costs unless fixed by the Confirmation.

4. VALUE ADDED TAX

Unless otherwise stated all sums quoted are exclusive of value added tax, which the Printer will charge where applicable.

5. CHARGES

The Printer will charge for all Work and Consumables, including: i) all labour and preparatory work done, whether or not the Customer agrees to complete the Work order; ii) additional work required for any reason, including the Customer’s delay or failure to supply adequate Copy or complete and correct instructions; iii) extras such as dummy copies, samples or Consumables not ordinarily stocked. Proofs and the Customer’s corrections are extra and may require more time. Unless otherwise agreed in writing, the price and delivery of the Work will be "ex-works" at the Printer’s designated premises and transportation is by separate written agreement only. Printing may be transferred to other premises of the Printer or a sub-contractor, provided the Printer bears the additional costs to the Customer of such transfer. The Printer may make a reasonable charge for storage of property belonging to or supplied on behalf of the Customer before receipt of an order for Services or after notification of completion of the Work. In the event of suspension or delay of the Work by the Customer for any reason, the Printer: i) may charge for storage and for loss of or wastage of Consumables or resources that cannot otherwise be used; and ii) if the suspension or delay extends beyond 30 days, shall be entitled to immediate payment for work already done, as well as Consumables or other items specially ordered and any other additional costs. Charges for Work on Standing Contracts may be reviewed and revised from time to time and increased to reflect rises in production costs, including the price of newsprint.

6. MATERIALS

The Customer’s Copy and any Consumables or other materials which are specified by the Customer or supplied by or on behalf of the Customer must be delivered in good time in such sufficient and suitable form and medium (including Copy in compatible electronic files) as the Printer reasonably requires. Where such Copy, Consumables or other materials are late, unsuitable or insufficient, the Printer (unless the cause is the Printer’s own negligent act or omission): i) may reject them; ii) may apply additional charges for costs incurred in replacing them, repeating any Work or otherwise dealing with them; and iii) will not be liable for any resulting defective Services, delay or non-production. The Printer may as necessary purchase and re-charge to the Customer paper or other Consumables in order to meet a Customer’s requirements. The Customer agrees to purchase at current market rate all unused paper or other Consumables obtained by the Printer for the Services to the Customer: i) upon termination of the contract between them; or (ii) if the Customer subsequently requires Services which use up less than 90% of the Consumables ordered for the Customer. Metal and other materials used in the production process (including paper waste) belong to the Printer. Copy as supplied and items created in the production process, such as plates or digital files, may be destroyed immediately after completion of the Work.

7. PAYMENT

Ordinarily payment shall become due before delivery of the Work. The Printer may require at his discretion, part or full payment in advance of starting the Work. Where credit facilities are granted following satisfactory bank and trade references, payment shall be due 30 days from the date of invoice. The Printer reserves the right to withdraw credit facilities at any time without having to give a reason and, in such a case, all the Customer’s outstanding invoices become due and payable immediately. Charges will apply to in respect of any sums remaining unpaid by the due date, in accordance with the Late Payment of Commercial Debt (Interest) Act 1998, as amended or substituted, and in addition: i) all outstanding invoices to the Customer will become due and payable immediately and will be treated as overdue items, with appropriate charges applied, including all costs reasonably incurred in collecting the debts payable by the Customer; and ii) the Printer reserves the right to suspend all further Services for the Customer until full payment is made on any sums due.

8. ERRORS

The Printer will carry out the Services with reasonable skill and care. The Customer is solely responsible for checking Copy and proofs and the Printer shall not be liable for any errors or omissions in them not identified and corrected by the Customer. The Customer also accepts a reasonable variation in colour between colour proofs and the completed Work due to differences in equipment, paper, inks and other conditions. The Printer will always try to deliver the correct quantity ordered, but quotations are conditional upon margins of 5 per cent for overs or unders, the same to be charged or deducted.

9. CLAIMS

Work is deemed accepted when delivered. Any claims arising from production errors, damage to products or production delay, or goods delayed or lost in transit or not delivered must be made in writing to the Printer and the relevant carrier promptly and no later than 7 days from the date of delivery (or scheduled delivery in respect of a claim of delayed of non-delivery) and all other claim within 14 days from that date. The Printer shall not be liable in respect of any late claim unless the Customer proves: i) that it was not reasonably possible to make the claim in time; and ii) the claim was made as soon as reasonably possible. If the Work is so defective that the Customer may in law reject it, such rejection must take place within 7 days of the date of delivery, failing which the Buyer will be deemed to have accepted the Work. Defective Work must be returned to the Seller before replacement or credits can be issued. If the subject Work is not available to the Customer, the Work will be deemed to have been accepted by the Customer and no credits or replacement Work will be provided.

10. LIABILITY

The parties' obligations are as stated in these Terms and all other terms, express or implied, statutory or otherwise, are hereby excluded to the fullest extent allowed by law. But nothing in these Terms shall affect the Customer’s rights in law as a consumer (if applicable) or limit either party’s liability: i) for fraud, ii) for death or personal injury caused by either party’s negligence or that of its employees or agents, or iii) in relation to any other liability which cannot be excluded or limited by law. Where the Services are defective for any reason (including production defects, delay in completing Work, delay in delivery or non-delivery), whether or not due to the Printer’s negligence, the Printer’s liability (if any) shall be limited (so far as the law allows) to rectifying such defect or, only when rectification is not reasonably practicable, a credit or refund of a sum proportionate to the defect against any invoice raised in respect of the Work affected. Whether in contract, tort (including negligence), statutory duty or otherwise: i) in each case whether or not known or reasonably foreseeable, the Printer shall not be liable for: a) loss of profits, b) loss of sales or revenue, c) loss of or damage to goodwill, d) loss of customers, e) third party claims (including advertisers), or f) any indirect or consequential loss.; and ii) the Printer’s total liability to the Customer arising under or in connection with the Services shall be limited to a sum equivalent to the charges for the particular Work affected by the defect. Where the Printer has complied with this clause 10, the Customer shall not be entitled to repudiate the contract, refuse payment or cancel further Work or deliveries. If the Customer chooses to have the Work re-done by any third party without Printer’s agreement, the Customer automatically revokes his right to any remedy from the Printer. Where the Work will be forwarded by or on behalf of the Customer to a third party for further processing, the Customer will be deemed to have inspected and approved the Work before forwarding and the Printer accepts no liability for claims arising subsequent to the third party’s processing.

11. RISK AND STORAGE

All finished Work in storage and any of the Customer’s property or property supplied to the Printer by or on behalf of the Customer shall be deemed at the Customer's risk while it is in the Printer’s possession or in transit to or from the Customer. Risk in finished Work passes on delivery and delivery occurs when the Printer makes the Work available for collection at the Printer’s premises ( or elsewhere as agreed). In each case the Customer must insure accordingly. The Printer shall be entitled to make a reasonable charge for the storage of any property belonging to or supplied on behalf of the Customer and left with the Printer before receipt of an order for Work or after notification to the Customer of completion of the Work (including finished Work). Such materials or any finished Work will be stored for up to one month after notification of completion and may then be destroyed without further notice.

12. OWNERSHIP AND TITLE

The Printer shall retain ownership of the materials containing the Work and the title passes to the Customer only on full payment to the Printer for the Services or immediately before resale of the Work by the Customer, whichever is the earlier.

13. LIEN

Without prejudice to other rights and available remedies, the Printer shall in respect of all unpaid debts due from the Customer have a lien on all the Customer’s printing and property in its possession (whether worked or not) and shall be entitled on the expiration of 14 days’ notice to dispose of such goods or property as it thinks fit and to redeem from any proceeds of sale any outstanding sums owed to the Printer by the Customer.

14. TRANSPORT

Transport and courier services may be arranged by the Printer at the Customer’s request, and all such associated costs will be charged to the Customer. Responsibility for the delivery will remain with the transport company and the Printer will not accept any liability for late delivery, lost or damaged printed goods while in transit.

15. UNLAWFUL MATERIAL

The Customer shall be liable to the Printer and each of its affiliated group companies and their respective employees, agents and sub-contractors for all claims, damages, losses, costs (including reasonable legal costs), expenses, fines, penalties and other liabilities incurred by the Printer arising out of or in connection with the content of the Work (except for any alteration made by the Printer not authorised by the Customer), including any allegation that the content is defamatory, a misuse of private information, or an infringement of a right of confidentiality, data protection, copyright, trade mark or other intellectual property right, or otherwise unlawful. Any Work seized or ordered to be destroyed or made the subject of any injunction by order of a court with competent jurisdiction shall be deemed to have been delivered to the Customer (whether or not completed), and the Printer shall be paid for the same and for all Services carried out on or before the date of such seizure, order or injunction as if delivered.

16. TERMINATION

A Standing Contract may be terminated without reason by either party giving three months written notice to the other. If the Standing Contract is stated in the Confirmation to be for a fixed term, such notice may be given at any time to expire not before the end of the fixed term. Either party to a Standing Contract or any other order for Services may terminate the contract immediately by notice to the other if the other ceases or threatens to cease to carry on trading, or the other becomes insolvent or bankrupt or suffers any insolvency or bankruptcy related event in any applicable jurisdiction. Termination for any reason will not affect any previously accrued rights or liabilities of either party. If terminating for insolvency or bankruptcy or a related event: i) the Printer shall be entitled to charge for any part of the Services already carried out (whether completed or not) and for Consumables or other items purchased for the Customer, such charge to be an immediate debt due; and ii) any unpaid invoices shall become immediately due for payment.

17. FORCE MAJEURE

Neither party will be liable to the other under or in connection with a contract under these Terms for any failures, interruptions, delays or other matters of a similar nature arising out of circumstances beyond its reasonable control.

18. DATA PROTECTION

The Customer warrants to the Printer that it has the right to provide any personal data (if any) contained in Copy or other materials supplied to the Printer and the Customer shall be liable to the Printer for all claims, damages, losses, costs (including reasonable legal costs), expenses, fines, penalties and other liabilities incurred by the Printer arising from the Customer’s breach of this warranty or relevant data protection legislation (including the General Data protection Regulation 2016/679 and the Data Protection Act 2018). To the extent that the Printer is a data processor for the Customer, the Printer’s standard data processing addendum as amended from time to time shall apply (the current version of which is found at www.newsquest.co.uk/standard-data-processing-addendum/

19. NOTICES

Any notice required to be given under these Terms shall be in writing and shall be delivered: i) by hand or courier; ii) by first class or recorded post; or iii) by email (provided that a hard copy is delivered or sent as set out in i) and ii) within 24 hours). All notices shall be delivered/sent to the address of the relevant party set out in these Terms or such other address as the relevant party has notified to the other party in writing from time to time for this purpose.

20. GENERAL

Neither party shall assign, sub-contract, sub-license or otherwise transfer its rights or obligations under any contract, except that the Printer may assign or transfer all or any of its rights or obligations to any of its affiliated group companies or sub-contract the performance of its obligations to any third party provided that the Printer’s liability for such performance shall not be affected. - All of the terms that have been agreed between the parties in relation to the Services are contained in these Terms and no other terms or amendments shall apply unless expressly agreed otherwise in writing and signed by an authorised signatory on behalf of each party. - Each party acknowledges that, in entering into these Terms, it has not relied on any representation made by the other party that has not been set out in the Terms. - The failure or delay by either party to enforce at any time any one or more terms or conditions of these Terms shall not be a waiver of such rights or any other rights. - For the purpose of the Contracts (Rights of Third Parties) Act 1999, none of these Terms shall be enforceable by a third party other than an affiliated group company of the Printer. - If any provision of these Terms is held to be void or unenforceable in whole or in part, these Terms shall continue in force in relation to the unaffected provisions and the remainder of the provision in question, and the parties will renegotiate the provision in good faith to achieve the same objects.

21. LAW

These Terms and the contract between the Parties made under them shall be governed by and construed in accordance with English law and each of the parties hereby submits to the jurisdiction of the English courts.