Quorum conditions of contract

Quorum Print Services Ltd
Conditions of Contract
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The following Terms and Conditions constitute the entire agreement between the parties
and supersede any previous agreements, warranties, representations, undertakings or
understandings between the parties and may not be varied except in writing.

1. Definitions
a. "QPS" means Quorum Print Services Ltd.
b. "Buyer" means the party contracting with QPS 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 QPS to the Buyer.
d. “Intermediates” means all products produced during the manufacturing process including
non-exhaustively discs, film, 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, by email, 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 QPS's 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 QPS reserves 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 QPS by reason of the Buyer supplying inadequate copy,
incomplete or incorrect instructions or insufficient materials; or late delivery of the same
shall be charged.
e. If credit facilities have not been granted, payment shall become due before delivery of
the Work. QPS, at its 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 the date of invoice. If
any item(s) remain unpaid by that due date charges will apply, in accordance with s5A
and/or s6 of the Late Payment Commercial Debt (Interest) Act 1998 or any subsequent
enactment. In addition, 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.
g. Unless otherwise agreed in writing, the price of the Work will be "ex-works" and delivery
shall be charged extra.
h. Should the Work be suspended or delayed by the Buyer for any reason QPS shall be
entitled to charge for storage and for loss of or wastage of resources that cannot otherwise
be used.
i. Should the suspension or delay in 2(h) above extend beyond 30 days QPS 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 QPS's Credit Account
Application Form and who satisfy QPS's criteria as set out from time to time. Where
facilities are granted QPS reserves the right to withdraw them at any time, without having to
give reasons and, in such a case, all outstanding invoices become due and payable
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 QPS 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 QPS to make an extra charge to
reflect its extra costs.
e. Should expedited delivery be agreed QPS 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. QPS 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, QPS may make a charge for any resulting additional cost incurred or may reject the
file without prejudice to its rights to payment for work done/material purchased.
5.2 Other Materials
a. Metal, film and other materials owned by the Buyer and supplied to QPS for the
production of type, plates, film-setting, negatives, positives, electronic files and the like
shall remain the Buyer's exclusive property. However where the content is generated by
QPS, QPS may, in order to protect its intellectual property rights and at its absolute
discretion, replace such material with unused material of a similar or better quality.
b. QPS may reject any film, discs, paper, plates, electronic files or other materials supplied
or specified by the Buyer which appear to it 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 QPS 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
QPS so advises the Buyer, and the Buyer instructs QPS in writing to proceed anyway, QPS
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 QPS by or on behalf of the Buyer shall
while it is in the possession of QPS 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. QPS shall be entitled to make a reasonable charge for the storage of any Buyer's
property left with QPS 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, QPS will store the Buyer's materials and Work for a
maximum of one month, after which time they may be destroyed without further notice.
6. Materials and Equipment supplied by QPS
a. Metal, film and other materials owned by QPS and used in the production of
intermediates, type, plates, film-setting, negatives, positives, electronic files and other
production processes, together with items thereby produced, shall remain QPS's exclusive
b. Film, plates, tapes, discs, electronic files or other work may be destroyed immediately
after the order is executed unless written arrangements are made to the contrary. In the
latter event, storage shall be charged.
c. QPS 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 QPS's property until the Buyer has paid for it and discharged all other
debts owing to QPS.
b. If the Buyer becomes subject to Insolvency and the Work has not been paid for in full
QPS may take the goods back and, if necessary, enter the Buyer's premises to do so, or to
inspect and/or label the goods so as to identify them clearly.
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 QPS until any sum owing to QPS has been discharged from
such proceeds.
d. Where the Buyer is in breach of these Terms or performs any act of Bankruptcy or
Insolvency QPS reserves 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. QPS 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 QPS's judgement,
changes therefrom made by the Buyer shall be charged extra.
b. Where the Buyer specifically waives any requirement to examine proofs QPS 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
d. Variations in quantity. Every endeavour will be made 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
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 QPS 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 QPS 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 QPS within 14 days of delivery. QPS 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 QPS reserves the right to inspect the Work
within 7 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, QPS's 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 QPS performs its obligations to rectify defective Work under this condition QPS
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 QPS before replacement or credits can be issued. If
the subject Work is not available to QPS, QPS will hold that the Buyer has accepted the
Work and no credits or replacement Work will be provided.
d. QPS 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 QPS's negligence or otherwise.
e. Where QPS 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 QPS the Buyer automatically revokes his right to any
remedy from QPS, including but not exclusively the right to a credit in respect of Work done
by QPS.
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 QPS accepts no liability for claims arising subsequent to the third party's
g. QPS reserves 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 QPS notwithstanding to continue, then QPS is only obliged to do
so after confirmation from the Buyer in writing.
h. Nothing in these conditions shall exclude QPS's liability for death or personal injury as a
result of its negligence.
10. Insolvency
Without prejudice to other remedies, if the Buyer becomes insolvent, QPS shall have the
right not to proceed further with the contract or any other work for the Buyer and be entitled
to charge for work already carried out (whether completed or not) and materials purchased
for the Buyer, such charge to be an immediate debt due to him. Any unpaid invoices shall
become immediately due for payment.
11. General Lien
Without prejudice to other remedies, in respect of all unpaid debts due from the Buyer,
QPS 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. QPS shall not be required to print any matter which in its opinion is or may be of an
illegal or libellous nature or an infringement of the proprietary or other rights of any third
b. QPS shall be indemnified by the Buyer in respect of any claims, costs and expenses
arising out of the printing by QPS 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
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 QPS may
terminate any such contract forthwith should any sum due thereunder remain unpaid.
14. Force Majeure
QPS shall be under no liability if it shall be unable to carry out any provision of the contract
for any reason beyond his 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 QPS 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 QPS may transfer personal information about the Buyer to
a Credit Agency pursuant to clause 2f above.
16. Waiver
No forbearance or indulgence shown or granted by QPS to the Buyer whether in respect of
these Conditions or otherwise shall in any way affect or prejudice the rights of QPS against
the Buyer or be regarded as a waiver of any of these Conditions.
17. 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 and the parties agree to submit to
the jurisdiction of the courts of England and Wales.
18. Notices
All specifications and notices relied on by either party and all variations to these Conditions
must be in writing and include a duly authorised signature.
19. Consumers
Nothing in these Conditions shall affect the rights of Consumers.
20. 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.
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