TERMS AND CONDITIONS
Skyline Advertising Limited Terms and conditions of supply
(a) These terms shall apply to any order placed with us for the supply of goods and/or services and shall only be varied in writing signed by us and the Customer. These terms shall also apply to any future orders by the Customer including verbal orders and acceptances whether or not any further copy of these terms and conditions is supplied or referred to at the time.
(b) Our quotation is an invitation to the Customer to place an order. Any order is subject to our written acceptance although we may accept the order by proceeding with the work. The quotation order and acceptance shall constitute 'the Contract'. Any discrepancy between the order on the one hand and the quotation and/or acceptance on the other hand shall be resolved in favour of the quotation and acceptance. We shall be entitled to rely on and proceed in reliance upon a verbal order with or without an order number unless we have previously been notified in writing that only written orders or, as appropriate, orders accompanied by order numbers, are to be binding upon the Customer.
(c) Where it becomes necessary for us at the direction or request or suggestion of the Customer to enter into a Contract with any third party in order to carry out the Contract the Customer shall be liable as an extra to the Contract price for costs incurred by us with that third party and shall be taken to be aware of and subject to the terms of the Contract with the third party and shall accept the risk of delay or other default due to the involvement of the third party.
2. Price And Payment
(a) We reserve the right to vary the price to take account of any increase in our costs prior to completion of the Contract. The increased cost of any requirement to expedite work or bring forward delivery dates or of any requirement for physical delivery of materials for approval will be invoiced to the Customer.
(b) The price quoted is subject to VAT or any other relevant tax applicable in the country concerned.
(c) Unless the Contract states otherwise payment terms are 30 days from date of invoice. We reserve the right to raise monthly invoices for seventy five per cent of the value of work and materials to date or at our discretion for full payment for completed stages of the Contract (for example concept, design, artwork, proofs, printing or production of film sets). Late payment shall attract interest at 4% over Barclays Bank Plc. base rate from time to time. We reserve the right to amend our payment terms at any time at our discretion including to require payment on account of goods and services to be provided, payment (including of invoices in respect of other orders) prior to delivery, or security for payment before proceeding with the Contract.
(d) Payment of our invoice shall be made in full without set-off or deduction of any kind and the Customer shall be entitled to pursue separately any claim he may have against us.
(e) Any delay in the Contract resulting from postponement by the Customer or from failure by the Customer to provide instructions, corrections, approvals, materials, delivery dates and details and the like shall entitle us to invoice for the full value of work and materials to date for immediate payment.
(f) The price quoted includes for one design and one proof only in respect of each job covered by the Contract unless otherwise specified. Any changes by the Customer to his original requirements or additional designs or proofs or changes resulting from the Customer's instructions being unclear will be charged extra. Machine proofs if required by the Customer will be charged extra. Type and ornaments and the like specially requested by the Customer and not expressly included in the Contract shall be charged extra.
(g) Preliminary work and/or work produced in an experimental way at a Customer's request and not included in the Contract will be invoiced at our rates applicable at the time unless otherwise agreed in writing.
(h) Where the Customer fails to meet our request to progress the Contract or purports to cancel the Contract or any part of it we shall be entitled to invoice the full price of the Contract less only expenditure saved by reason of the cancellation.
(a) Any time stated for completion of the Contract or any part of it shall not be of the essence of the Contract unless expressly stated otherwise in the quotation or acceptance.
(b) The price quoted shall not include for delivery unless expressly provided in the Contract. Any variation from this will be charged extra.
(c) Ownership of the finished goods shall remain with us until payment has been made in full. Risk of loss howsoever arising shall pass to the Customer upon delivery.
(d) Quantities may vary by five per cent over or under (ten per cent in multi-colour work) and the price will be adjusted by the appropriate variation in printing costs and materials.
4. Ownership And Copyright In Materials And Designs Etc
(a) Copyright in all text and design layout and materials whatsoever produced or supplied by us shall vest absolutely in us subject to the rights of the Customer or others in respect of written material photographs etc. supplied by them. The Customer shall make no use whatsoever nor permit or facilitate any other person to make any use whatsoever of any text design drawings materials or the like of whatever kind produced or supplied by us other than the circulation or sale as appropriate in the ordinary course of its business of the finished products being the subject matter of the Contract.
(b) Save where expressly agreed to the contrary in writing signed by us we shall retain absolute right and title for all purposes to and exclusive use of all materials designs proofs drawings sketches dummies models plates separations negatives positives blocks engravings stencils dies plates cylinders electros stereos and other forms of duplication and all other items of whatsoever nature produced by us our servants agents or sub-contractors in the course of or for the purposes of carrying out the Contract and whether or not the cost of the same has been invoiced to the Customer.
5. Materials Supplied By Customer
(a) Any materials supplied by the Customer shall remain entirely at the Customer's risk save only for loss and damage arising directly from wilful damage or neglect by us or our employees or agents and the Customer warrants that it has taken out appropriate insurance if it considers this necessary.
(b) Any defect in any finished materials or goods arising from any defect in or unsuitability of material supplied by the Customer or obtained from others on the Customer's directions or request shall not be our responsibility.
(c) We reserve the right to impose an extra charge on the Customer for handling or storing or collecting or delivering property or material supplied by or on behalf of the Customer and to pass on to the Customer any such charge invoiced to us by others
(a) No liability shall attach to us for any indirect or consequential loss whatsoever arising out of any breach of Contract or other wrong whether act or omission committed by us.
(b) All reasonable endeavours will be made to meet agreed client deadlines. No liability can be accepted if any part of a project is beyond our control.
(c) Without prejudice to the other provisions of these terms and conditions we shall not be liable in respect of any claim:
(i) to the extent that it exceeds the value of the Contract
(ii) if the claim is not notified to us within 14 days of delivery (time being of the essence) where the claim relates to defects or shortages in delivered goods
(iii) if the claim (not being in respect of delivered goods) is not notified to us within 14 days (time being of the essence) from the date on which the circumstances giving rise to the claim are known or ought reasonably to have been known to the Customer
(iv) where the claim relates to the cost of correcting or reworking or replacing or the like part or all of the work carried out by ourselves and we have not been given a proper opportunity to inspect the alleged defect and to carry out any remedial or replacement work ourselves
(v) where a claim arises following work having been carried out by others which would have been part of the Contract were it not for the Customer cancelling any part of the Contract or our cancelling any part of the Contract in reliance upon any delay or default by the Customer, and whether or not it is alleged that there is any defect in work carried out by us or material or goods supplied by us
(vi) to the extent that it arises out of events or circumstances of whatever kind which are beyond our reasonable control and which we could not reasonably have been expected to foresee and avoid
(vii) where the Customer has not paid all our outstanding invoices in full including for other Contracts
(viii) arising from any failure of the goods and materials supplied to comply with any public or private statute bye-law regulations code or practice or the like and as to which it shall at all times remain the sole responsibility of the Customer to ensure compliance.
7. Web Hosting Limitation And Liability
(a) The Client agrees to indemnify and keep indemnified the Host, their successors and assigns, and each of their respective directors, officers, employees and agents (collectively "Host") from and against any and all liability, damages, losses, claims (including reasonable legal fees) resulting in any way from its use of and from any Material posted on this Website, to its discussion groups or from any other matter relating to this Agreement including but not limited to use of the information contained on the Website, from discussion groups or arising from any introduction or collaboration resulting there from or otherwise arising from the Website.
(b) The Client waives any right to bring any claim or action against the Host for any loss, damage or injury arising from the Website or any Material from the Website.
(c) The Host shall use all reasonable endeavours to ensure that the Hosting Service and the Server will be continuously available 24 hours a day, 7 days a week, 365 days a year. In the unlikely event that the Hosting Service or the Server are unavailable, the Host shall use its reasonable endeavours to keep down time to a minimum.
(d) The Client shall fully comply with all Data Protection legislation. If the Host is required to collect personal data on behalf of the Client it shall do so on a full indemnity basis with the Client accepting full responsibility for the data collected and the manner in which it is processed.
(e) The Client accepts the Hosting Service and Server "AS IS" with any faults or failings and without any representation, warranty or guarantee whatsoever, express or implied, including without limitation any implied warranty of accuracy, completeness, quality, continuity of service, connectivity, merchantability, fitness for a particular purpose or non-infringement.
(f) The Host shall not be liable to the Client for any loss or damage whatsoever or howsoever caused arising directly or indirectly in connection with this Agreement, the Server, the connectivity to the Internet, the Hosting, the Website, any software, its use, application, support or otherwise, except to the extent to which it is unlawful to exclude such liability.
(g) Notwithstanding the generality of 6. above, the Host expressly excludes liability for consequential loss of profit, business, revenue, goodwill or anticipated savings.
(h) In the event that any exclusion contained in this Agreement shall be held to be invalid for any reason and the Host becomes liable for loss or damage that it may otherwise have been lawful to limit, such liability shall be limited to the Hosting Fee paid by the client in the year in which the liability occurred.
(i) The Host does not exclude liability for death or personal injury to the extent only that the same arises as a result of the negligence of the Host its employees, agents or authorised representatives.