PART OF PRIMESCUTI GROUP LIMITED TRADING AS UMEUSS

Company number 09915178  REGISTERED IN ENGLAND AND WALES

terms and conditions

1. Definitions 

a. “UMEUSS''  is a PART OF PRIMESCUTI GROUP LIMITED TRADING AS UMEUSS Company number 09915178  REGISTERED IN ENGLAND AND WALES

b. “Buyer” means the party contracting with UMEUSS to acquire the goods and services supplied under these terms and conditions. 

c. “Work” means all goods (by way of intermediate or finished product) and services supplied by UMEUSS to the Buyer. 

d. “Intermediates” means all products produced during the manufacturing process including non-exhaustively discs, plates, intellectual property. 

e. “Preliminary Work” means all work done in the concept and preparatory stages (including non-exhaustively design, artwork, colour matching). 

f. “Electronic File” means any text, illustration or other matter supplied or produced by either Party in digitised form on disc, through a modem, or by ISDN or any other communication link. 

g. “Periodical Publications” means publications produced at (normally regular) intervals. 

h. “Insolvency” means the Buyer is in a position where it is unable to pay its debts or has a winding up petition issued against it or has a receiver, administrator or administrative receiver appointed to it or being a person commits an act of bankruptcy or has a bankruptcy petition issued against him.

2. Payment 

a. Estimates are based on UMEUSS’ current costs of production and, unless otherwise agreed in writing, are subject to amendment to meet any rise or fall in such costs that have taken place by the time of delivery. 

b. Estimates are given exclusive of tax and UMEUSS reserve the right to charge and the Buyer will pay any VAT or other tax payable. 

c. All work carried out shall be charged. This includes all Preliminary Work whether or not the Buyer agrees to that work being taken forward to production. 

d. Any additional work required of UMEUSS by reason of the Buyer supplying inadequate copy, multiple amendments, incomplete or incorrect instructions or insufficient materials; or late delivery of the same shall be charged. 

e. Payment shall become due before delivery of the Work. UMEUSS, at their absolute discretion, may ask for part or full payment in advance of starting the Work. 

f. If Credit Facilities have been granted, payment is due 30 days from date of Invoice. 

g. If the Buyer fails to make any payment due to UMEUSS under this agreement by the due date for payment, then the Buyer shall pay interest on the overdue amount at the rate of 4% per annum above NatWest PLC’s base rate from time to time. Such interest shall accrue on a daily basis from the due date until actual payment of the overdue amount, whether before or after judgment. The Buyer shall pay the interest together with the overdue amount. Should the matter proceed to court, the Buyer will seek interest along with any other reasonable costs of recovery in line with the Late Payment of Commercial Debts Regulations 2013.

h. In addition to 2.g above, all invoices will become due and payable immediately and will be treated as overdue items, with appropriate charges applied and all costs reasonably incurred in collecting the debt payable by the Buyer. 

i. Unless otherwise agreed in writing, the price of the Work will be “ex-works” and delivery shall be charged extra. 

j. Should the Work be suspended or delayed by the Buyer for any reason UMEUSS shall be entitled to charge for storage and for loss of or wastage of resources that cannot otherwise be used. 

k. Should the suspension or delay in 2(h) above extend beyond 30 days UMEUSS shall be entitled to immediate payment for work already carried out, materials specially ordered and any other additional costs.

3. Credit Facilities 

Credit facilities may be granted to applicants who complete UMEUSS’ Credit Account Application Form and who satisfy UMEUSS’ criteria as set out from time to time. Where facilities are granted UMEUSS reserve the right to withdraw them at any time, without having to give their reasons and, in such a case, all outstanding invoices become due and payable immediately.

4. Delivery 

a. Delivery of the Work shall be accepted when tendered. 

b. Unless otherwise agreed in writing completion and delivery times are a guide only and, whilst UMEUSS will make every effort to adhere to proposed timescales, time is not of the essence in any contract with the Buyer. 

c. Unless otherwise agreed in writing, (in which case an extra charge may be made) delivery will be to kerbside at the Buyer’s address and the Buyer will make arrangements for off-loading and for any additional transportation to its storage facility. 

d. Subject to any agreement as per 4(c) above, delivery involving difficult access and/or unreasonable distance from vehicular access shall entitle UMEUSS to make an extra charge to reflect its extra costs. 

e. Should expedited delivery be agreed UMEUSS shall be entitled to make an extra charge to cover any overtime or any other additional costs.

5. Materials supplied or specified by the Buyer 

5.1 Electronic Files 

a. It is the Buyer’s responsibility to maintain a copy of any original Electronic File provided by the Buyer. 

b. UMEUSS shall not be responsible for checking the accuracy of supplied input from an electronic file unless otherwise agreed in writing. 

c. Without prejudice to clause 5.2(b), if an electronic file is not suitable for outputting on equipment normally adequate for such purposes without adjustment or other corrective action UMEUSS may make a charge for any resulting additional cost incurred or may reject the file without prejudice to Ruddock’s rights to payment for work done/material purchased. 

5.2 Other Materials 

a. Metal and other materials owned by the Buyer and supplied to UMEUSS for the production of type, plates, electronic files and the like shall remain the Buyer’s exclusive property. However where the content is generated by UMEUSS, UMEUSS may, in order to protect his intellectual property rights and at his absolute discretion, replace such material with unused material of a similar or better quality. 

b. UMEUSS may reject any discs, paper, plates, electronic files or other materials supplied or specified by the Buyer which appear to him to be unsuitable for the purpose intended. Additional cost incurred if materials are found to be unsuitable during production may be charged except that if the whole or any part of such additional cost could have been avoided but for unreasonable delay by UMEUSS in ascertaining the unsuitability of the materials then that amount shall not be charged to the Buyer. 

c. Without prejudice to clause 5.2.b, where materials are so supplied or specified, and UMEUSS so advises the Buyer, and the Buyer instructs UMEUSS in writing to proceed anyway, UMEUSS will use reasonable 

endeavours to secure the best results, but shall have no liability for the quality of the end-product(s). 

d. Quantities of materials supplied shall be adequate to cover normal spoilage. Any costs incurred as a result of shortages, including re-starting jobs, duplicating masters etc will be charged in addition to the estimated price. 

5.3 Risk and storage 

a. Buyer’s property and all property supplied to UMEUSS by or on behalf of the Buyer shall while it is in the possession of UMEUSS or in transit to or from the Buyer be deemed to be at Buyer’s risk unless otherwise agreed in writing and the Buyer should insure accordingly. 

b. UMEUSS shall be entitled to make a reasonable charge for the storage of any Buyer’s property left with UMEUSS before receipt of the order or after notification to the Buyer of completion of the work. 

5.4 Finished Goods 

a. The risk in the Work and all goods delivered in connection with the Work shall pass to the Buyer on delivery and the Buyer should insure accordingly. 

b. On completion of the Work, UMEUSS will store the Buyer’s materials and Work for a maximum of one month, after which time they will be destroyed without further notice.

6. Materials and equipment supplied by UMEUSS 

a. Metal and other materials owned by UMEUSS and used in the production of intermediates, type, plates, electronic files and other production processes, together with items thereby produced, shall remain UMEUSS’s exclusive property. 

b. Type shall be distributed and film and plates, tapes, discs, electronic files or other work destroyed immediately after the order is executed unless written arrangements are made to the contrary. In the latter event, storage shall be charged. 

c. UMEUSS shall not be obliged to download any digital data from his equipment or supply the same to the Buyer on disc, tape or by any communication link.

7. Retention of Title 

a. The Work remains UMEUSS’ property until the Buyer has paid for it and discharged all other debts owing to UMEUSS. 

b. If before the Work has been paid for the Buyer becomes subject to any of the events listed in clause 10.a.i to clause 10.a.xii, or UMEUSS reasonably believes that any such event is about to happen and notifies UMEUSS accordingly, then, provided the Work has not been resold, or irrevocably incorporated into another product, and without limiting any other right or remedy UMEUSS may have, UMEUSS may at any time require the Buyer to deliver up the Goods and, if the Buyer fails to do so promptly, enter any premises of the Buyer or of any third party where the Work is stored in order to recover it.

c. If the Buyer shall sell the goods before they have been paid for in full he shall hold the proceeds of sale on trust for UMEUSS in a separate account until any sum owing to UMEUSS has been discharged from such proceeds. 

d. Where the Buyer is in breach of these Terms or performs any act of Bankruptcy or Insolvency UMEUSS reserve the right to approach the Buyer’s customer and to offer the Work directly to them, notwithstanding the fact that this will involve advising the Buyer’s customer that the Buyer is in breach or in default.

8. Proofs and variations 

a. Where UMEUSS supplies proofs to the Buyer, the Buyer shall be responsible for checking whether the proofs are in accordance with the specification for the Work as agreed between the parties. UMEUSS shall incur no liability for any errors not corrected by the Buyer where the Buyer has been provided with proofs. The Buyer’s alterations and additional proofs necessitated thereby shall be charged extra. When style, type or layout is left to UMEUSS’ judgement, changes therefrom made by the Buyer shall be charged extra. The Buyer acknowledges and accepts that the colours used in a proof will not necessarily match those in the final Work.

b. Where the Buyer specifically waives any requirement to examine proofs UMEUSS is indemnified by the Buyer against any and all errors in the finished Work. 

c. 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. 

d. UMEUSS will endeavour to deliver the correct quantity ordered, but estimates are conditional upon margins of 5 per cent for work being allowed for overs or unders the same to be charged or deducted, unless otherwise agreed in writing.

9. Claims and Liability 

9.1 Claims 

a. Advice of damage, delay or loss of goods in transit or of non-delivery must be given in writing to UMEUSS and the carrier within three clear days of delivery (or, in the case of non-delivery, within 3 days of notification of despatch of the goods) and any claim in respect thereof must be made in writing to UMEUSS and the carrier within seven clear days of delivery (or, in the case of non-delivery, within 7 days of notification of despatch). All other claims must be made in writing to UMEUSS within 14 days of delivery. UMEUSS shall not be liable in respect of any claim unless the aforementioned requirements have been complied with, except in any particular case where the Buyer proves that (i) it was not possible to comply with the requirements and (ii) the claim was made as soon as reasonably possible. 

b. If the Work is defective so that the Buyer may in law reject it, said rejection must take place within 7 days of delivery of the goods, failing which the Buyer will be deemed to have accepted the Work. 

c. In the event of all or any claims or rejections UMEUSS reserve the right to inspect the Work within seven days of the claim or rejection being notified. 

9.2 Liability 

a. Insofar as is permitted by law where Work is defective for any reason, including negligence, UMEUSS’ liability (if any) shall be limited to rectifying such defect, or crediting its value against any invoice raised in respect of the Work. 

b. Where UMEUSS performs its obligations to rectify defective Work under this condition UMEUSS shall not be liable for indirect loss, consequential loss or third party claims occasioned by defective Work and the Buyer shall not be entitled to any further claim in respect of the Work nor shall the Buyer be entitled to repudiate the contract, refuse to pay for the work or cancel further deliveries. 

c. Defective Work must be returned to UMEUSS before replacement or credits can be issued. If the subject Work is not available, UMEUSS will hold that the Buyer has accepted the Work and no credits or replacement Work will be provided. 

d. UMEUSS shall not be liable for indirect loss, consequential loss or third party claims occasioned by delay in completing the work or for any loss to the Buyer arising from delay in transit, whether as a result of UMEUSS’ negligence or otherwise. 

e. Where UMEUSS offers to replace defective Work the Buyer must accept such an offer unless he can show clear cause for refusing so to do. If the Buyer opts to have the work re-done by any third party without reference to UMEUSS the Buyer automatically revokes his right to any remedy from UMEUSS, including but not exclusively the right to a credit in respect of Work done by UMEUSS. 

f. Where the Work will be forwarded by or on behalf of the Buyer to a third party for further processing the Buyer will be deemed to have inspected and approved the Work prior to forwarding and UMEUSS accepts no liability for claims arising subsequent to the third party’s processing. 

g. UMEUSS reserve the right to reject any work forwarded to him after initial processing by a third party as soon as is reasonably practicable without processing the work any further. Should the Buyer require UMEUSS notwithstanding to continue, then UMEUSS is only obliged to do so after confirmation from the Buyer in writing. 

h. Subject to the provisions of this clause 9, UMEUSS’ total liability to the Buyer in respect of all losses arising under or in connection with the Work (except losses covered by clause 9.d.), whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall in no circumstances exceed an amount twice the price of the Work.

i. Nothing in these conditions shall exclude UMEUSS’s liability for death or personal injury as a result of its negligence.

10. Insolvency 

a. Without limiting its other rights or remedies, UMEUSS may terminate the Contract with immediate effect by giving written notice to the other party if: 

i. the Buyer suspends, or threatens to suspend, payment of its debts or is unable to pay its debts as they fall due or admits inability to pay its debts or; 

ii. the Buyer commences negotiations with all or any class of its creditors with a view to rescheduling any of its debts, or makes a proposal for or enters into any compromise or arrangement with its creditors;

iii. a petition is filed, a notice is given, a resolution is passed, or an order is made, for or in connection with the winding up of the Buyer (being a company) other than for the sole purpose of a scheme for a solvent amalgamation of the other party with one or more other companies or the solvent reconstruction of that other party;

iv. the Buyer (being an individual) is the subject of a bankruptcy petition or order; 

v. a creditor or encumbrancer of the Buyer attaches or takes possession of, or a distress, execution, sequestration or other such process is levied or enforced on or sued against, the whole or any part of its assets and such attachment or process is not discharged within 14 days;

vi. an application is made to court, or an order is made, for the appointment of an administrator or if a notice of intention to appoint an administrator is given or if an administrator is appointed over the other party (being a company); 

vii. the holder of a qualifying charge over the assets of the other party (being a company) has become entitled to appoint or has appointed an administrative receiver;

viii. a person becomes entitled to appoint a receiver over the assets of the other party or a receiver is appointed over the assets of the other party;

ix. any event occurs, or proceeding is taken, with respect to the other party in any jurisdiction to which it is subject that has an effect equivalent or similar to any of the events mentioned in clause 1.1(a) to clause 1.1(h) (inclusive);

x. the buyer suspends, threatens to suspend, ceases or threatens to cease to carry on, all or substantially the whole of its business;

xi. the buyer’s financial position deteriorates to such an extent that in Ruddock’s opinion the Customer’s capability to adequately fulfil its obligations under the Contract has been placed in jeopardy; or

xii. the buyer (being an individual) dies or, by reason of illness or incapacity (whether mental or physical), is incapable of managing his own affairs or becomes a patient under any mental health legislation.

b. Without limiting its other rights or remedies, the Supplier may terminate the Contract with immediate effect by giving written notice to the Customer if the Customer fails to pay any amount due under this Contract on the due date for payment.

c. Without limiting its other rights or remedies, the Supplier may suspend the supply of Services or all further deliveries of Goods under the Contract or any other contract between the Customer and the Supplier if the Customer fails to pay any amount due under this Contract on the due date for payment, the Customer becomes subject to any of the events listed in clause 10.i to clause 10.xii, or the Supplier reasonably believes that the Customer is about to become subject to any of them.

d. On termination of the Contract for any reason: 

i. the Customer shall immediately pay to the Supplier all of the Supplier’s outstanding unpaid invoices and interest and, in respect of Services supplied but for which no invoice has yet been submitted, the Supplier shall submit an invoice, which shall be payable by the Customer immediately on receipt;

ii. the Customer shall return all of the Supplier Materials and any Deliverables which have not been fully paid for. If the Customer fails to do so, then the Supplier may enter the Customer’s premises and take possession of them. Until they have been returned, the Customer shall be solely responsible for their safe keeping and will not use them for any purpose not connected with this Contract;

iii. the accrued rights and remedies of the parties as at termination shall not be affected, including the right to claim damages in respect of any breach of the Contract which existed at or before the date of termination or expiry; and

iv. clauses which expressly or by implication have effect after termination shall continue in full force and effect.

11. General Lien 

Without prejudice to other remedies, in respect of all unpaid debts due from the Buyer UMEUSS shall have a general lien on all goods and property of or provided by the Buyer in his possession (whether worked on or not) and shall be entitled on the expiration of 14 days’ notice to dispose of such goods or property as agent for the Buyer in such manner and at such price as he thinks fit and to apply the proceeds towards such debts, and shall when accounting to the Buyer for any balance remaining be discharged from all liability in respect of such goods or property.

12. Illegal matter 

a. UMEUSS shall not be required to print any matter which in his opinion is or may be of an illegal or libellous nature or an infringement of the proprietary or other rights of any third party. 

b. UMEUSS shall be indemnified by the Buyer in respect of any claims, costs and expenses arising out of the printing by UMEUSS for the Buyer of any illegal or unlawful matter including matter which is libellous or infringes copyright, patent, design or any other proprietary or personal rights. The indemnity shall include (without limitation) any amounts paid on a lawyer’s advice in settlement of any claim that any matter is libellous or such an infringement.

13. Periodical publications 

A contract for the printing of a periodical publication may not be terminated by either party unless 13 weeks notice in writing is given in the case of periodicals produced monthly or more frequently or 26 weeks notice in writing is given in the case of other periodicals. Notice must be given after completion of work on any one issue. Nevertheless UMEUSS may terminate any such contract forthwith should any sum due thereunder remain unpaid.

14. Force majeure 

UMEUSS shall be under no liability if they are unable to carry out any provision of the contract for any reason beyond Ruddock’s reasonable control including (without limiting the foregoing): Act of God; legislation; war; fire; flood; drought; inadequacy or unsuitability of any instructions, electronic file or other data or materials supplied by the Buyer; 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 Buyer may by written notice to UMEUSS elect to terminate the contract and pay for work done and materials used, but subject thereto shall otherwise accept delivery when available.

15. Data Protection 

The Buyer is hereby notified that UMEUSS may transfer personal information about the Buyer to a Credit Agency pursuant to cl 2f above.

16. Law 

These conditions and all other express and implied terms of the contract shall be governed and construed in accordance with the laws of England, Scotland and Wales and the parties agree to submit to the jurisdiction of the courts of England, Scotland and Wales.

17. Notices 

All specifications and notices relied on by either party and all variations to this agreement must be in writing and include a duly authorised signature.

18. Consumers 

Nothing in these Terms shall affect the rights of Consumers.

19. Severability 

All clauses and sub-clauses of this Agreement are severable and if any clause or identifiable part thereof is held to be unenforceable by any court of competent jurisdiction then such enforceability shall not affect the enforceability of the remaining provisions or identifiable parts thereof in these Terms and Conditions.