1. GENERAL
a) All and any business undertaken by Studio Harringman for the supply of goods or services shall be transacted subject solely to the conditions hereinafter set out. Each condition shall be deemed to be incorporated in and shall be a condition of any agreement between Studio Harringman and the buyer. Studio Harringman acceptance of the Buyer’s order is conditional on the Buyer agreeing to contract subject to these Terms and Conditions of Sale to the exclusion of all others. By placing an order with Studio Harringman by telephone, email or written order for goods or services the Buyer is presumed to have agreed all these Terms and Conditions of Sale without modification.
b) The unenforceability or invalidity of one or more of these Terms and Conditions or part thereof shall not affect the enforceability or validity of any other term or condition or remainder thereof.
2. OWNERSHIP OF DESIGN (COPYRIGHT)
The ownership of and sole right to the Copyright in any design, copywriting, illustration, photography, typographical arrangements or other artistic or literary work prepared by Studio Harringman and its associates shall at all times remain vested in Studio Harringman. Until Studio Harringman agree to transfer the ownership of and sole right to the copyright to the buyer. Such transfer shall be in writing and signed by Gary or James Harringman on its behalf. Studio Harringman is entitled to make an additional charge should such transfer be requested by the buyer.
3. COST VARIATION
Estimates and quotations are based on the current costs of production and are subject to amendment by Studio Harringman after acceptance to meet any rise or fall in such costs.
4. VALUE ADDED TAX
a) All sums payable under this agreement unless otherwise stated are exclusive of VAT and other duties or taxes.
b) Any VAT or other duties or taxes payable in respect of such sums shall be payable in addition to such sums.
5. PRELIMINARY WORK
Work carried out whether experimentally or otherwise at the Buyer’s request will be charged.
6. PROOFS
Author’s corrections, including alterations in style, and the cost of additional proofs necessitated by such corrections will be charged extra. Proofs of all work may be submitted for the Buyer’s approval and in that event no responsibility will be accepted for any errors in them not corrected by the buyer.
7. DELIVERY AND RISK
a) Time of delivery shall not be of the essence and dates of delivery quoted by Studio Harringman are estimates only although Studio Harringman will use its best endeavours to meet such estimated dates. Studio Harringman shall not be liable for any loss or damage whatsoever arising from late delivery howsoever caused.
b) If Studio Harringman agrees to make expedited delivery any consequential overtime or other additional cost shall be charged to the Buyer.
c) Studio Harringman shall not be obliged to make deliveries to the Buyer while the Buyer is in arrears with any payments to Studio Harringman.
d) In the case of force majeure or other unforeseeable events beyond Studio Harringman control, all agreed delivery dates shall be reasonably extended.
e) Risk shall in all cases pass to the Buyer when the Buyer takes delivery of the work.
8. PAYMENT
a) Payment shall become due when delivery has been tendered to Buyer.
b) If, for the period of 30 days or more, work is suspended at the request of the Buyer or delayed through any default of the Buyer, Studio Harringman shall be entitled to payment for work already carried out and for materials specially ordered for Buyer and such payment shall become due at the expiry of such period of 30 days.
c) Studio Harringman reserves the right to charge interest at 3% per annum over the base lending rate of National Westminster Bank Plc, for late settlement of accounts. Any charges incurred by Studio Harringman to recover outstanding accounts will be charged to the customer’s account.
9. PROPERTY
a) When the buyer is the ultimate user Property shall pass when Buyer takes delivery of the work or has been notified by Studio Harringman that the work is completed.
b) Where the Buyer is an intermediary acting in law either as principal or agent property shall not pass until payment for the work has been made in full. Cheques and other bills of exchange shall not constitute payment until and unless they have been presented for payment without dishonour. From delivery until payment the work must be stored and/or identified in such a way that it is identifiable as the property of Studio Harringman.
10. WARRANTY AND LIABILITY
a) Studio Harringman agrees to rectify any defect in material or workmanship that has originated from the studio free of charge. In the event that Studio Harringman shall be unable after such a reasonable period to rectify such defect the Buyer shall have the option of rescinding the contract or agreeing a reasonable reduction in price. The remedies contained in this paragraph are Buyer’s exclusive remedies under the warranty which is given in lieu of all other conditions or warranties, express or implied, statutory or otherwise which are hereby expressly excluded. Studio Harringman shall under no circumstances be liable for any incidental consequential or special damages whatsoever or for any damage to property howsoever caused or any damage or loss whatsoever resulting from defects in materials or workmanship.
b) Studio Harringman shall not be liable for any indirect loss whatsoever or third party claims occasioned by delay in completing work.
c) Studio Harringman shall not be liable for damages or losses occurring in transit or for any loss whatsoever arising from delay in transit.
d) Studio Harringman liability shall be limited to the terms and conditions set forth herein and any express or implied condition, statement or warranty whatsoever not stated herein is hereby excluded in so far as such exclusion is permitted by statute.
11. VARIATIONS IN QUANTITY
Every endeavour will be made to deliver the correct quantity ordered, but quotations are conditional upon margins of 5 per cent for printed work in one colour only and 10 per cent for other printed work being allowed for over or shortage, the same to be charged or deducted.
12. CLAIMS
Claims arising from damage, delay or partial loss of goods in transit must be made in writing to us and the carrier so as to reach us/him within three days of delivery and claims for non-delivery within seven days of dispatch of the goods. All other claims must be made to us within ten days of delivery.
13. STANDING MATTER
Digital, Metal, film, glass and other materials used by us in the production of type, plates, stereotypes, electrotypes, film setting, negatives, positives and the like shall remain our exclusive property.
14. BUYER’S PROPERTY
a) Buyer’s property and all property supplied to us by or on behalf of the Buyer will be held, worked on, and carried at Buyer’s risk.
b) Any supplier using property of the Company will be liable for loss or damage, and will be held responsible for making good within a reasonable time.
15. MATERIAL SUPPLIED BY BUYER
a) Studio Harringman may reject any paper, plates or other materials supplied or specified by the Buyer which appear to be unsuitable. Additional cost incurred if materials are found to be unsuitable during production may be charged.
b) When materials are so supplied or specified responsibility of defective work will not be accepted unless this is due to the failure to use reasonable skill and care.
c) Quantities of materials supplied shall be adequate to cover normal spoilage.
16. GENERAL LIEN
Without prejudice to other remedies, we shall in respect of all unpaid debts due from the Buyer have a general lien on all goods and property in our 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 we think fit and to apply any proceeds towards such debts.
17. ILLEGAL MATTER
a) We shall not be required to print / produce any matter, which, in our opinion, is or may be of an illegal or libelous nature.
b) We shall be indemnified by the Buyer in respect of any claims, cost and expenses arising out of any libelous matter printed for the Buyer or any infringement of copyright, patent or design.
18. FORCE MAJEURE
Every effort will be made to carry out the contract but its due performance is subject to cancellation by us or to such variation as we may find necessary as a result of inability to secure labour, materials or suppliers or as a result of any Act of God, National Emergency War Prohibitive Governmental Regulation, Strike, Lockout or other Labour Dispute, Fire, Flood, Drought, Legislation or other cause beyond our control.
19. LAW
a) This agreement shall be governed by English Law in every particular including formation and interpretation and shall be deemed to have been made in England.
b) Any proceeding arising out of or in connection with this agreement may be brought in any Court of Competent jurisdiction in London.
c) The submission by Studio Harringman and the buyer to such jurisdiction shall not limit the right of Studio Harringman to commence any proceeding arising out of this agreement in any other jurisdiction it may consider appropriate.
d) In the event that the buyer is resident outside England its address for service in England shall be the address to which delivery is made by Studio Harringman and any time limits in any proceeding shall not be extended by virtue only of the foreign residence of the buyer.
20. STORAGE
This quotation does not allow for extended storage of the Buyer’s materials or the finished product. We are prepared to negotiate separate arrangements should they be necessary.