Terms & Conditions
No terms and conditions contained in the confirmation order, purchase order or other document of the Client will form part of the Contract unless expressly agreed in writing by a Director of the Company. If so, the agreement will only form such an agreement for that express singular order.
1. Price variation estimates are based on the Clients written specification, Cyan Group Ltd current costs of production and, unless otherwise agreed, are subject to amendment on or at any time after acceptance to meet any rise or fall in such costs.
2. Tax Cyan Group Ltd reserves the right to charge the amount of any value added tax payable whether or not included on the estimate or invoice.
3. Preliminary work all work carried out, whether experimentally or otherwise, at Clients request shall be charged.
4. Copy a charge may be made to cover any additional work involved where copy supplied is not clear and legible.
5. Electronic files (a) it is the Clients responsibility to maintain a copy of any original electronic file, (b) Cyan Group Ltd shall not be responsible for checking the accuracy of supplied input from an electronic file unless otherwise agreed, (c) without prejudice to clause 16, if an electronic file is not suitable for outputting on equipment normally adequate for such purposes without adjustment or other corrective action Cyan Group Ltd may make a charge for any resulting additional cost incurred.
6. Proofs proofs of all work may be submitted for Clients approval and Cyan Group Ltd shall incur no liability for any errors not corrected by the Client in proofs so submitted. Clients alterations and additional proofs necessitated thereby shall be charged extra. When style, type or layout is left to Cyan Group Ltds judgement, changes there from made by the Client shall be charged extra.
7. 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.
8. 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 in one colour only and 10 per cent for other work being allowed for overs or shortage (4 per cent and 8 per cent respectively for quantities exceeding 50,000) the same to be charged or deducted.
9. Payment (a) should work be suspended at the request of or delayed through any default of the Client for a period of 30 calendar days Cyan Group Ltd shall then be entitled to payment for work already carried out, materials specially ordered and other additional costs including storage, (b) all invoices are due 30 days from the date they are issued. Paying on time is an essential term of this agreement. Interest will be charged at 4% over National Westminster bank base rate on invoices not paid on time. Cyan Group Ltd reserves the right to suspend services until overdue payments are received in full.
10. Ownership and risk (a) the risk in all goods delivered in connection with the work shall pass to the Client on delivery, (b) goods supplied by Cyan Group Ltd remain Cyan Group Ltds property until the Client has paid for them and discharged all other debts owing to Cyan Group Ltd, (c) if the Client becomes insolvent (as set out in clause 16) and the goods have not been paid for in full Cyan Group Ltd may take the goods back and, if necessary, enter the Clients premises to do so, or to inspect the goods, (d) if the Client shall sell the goods before they have been paid for in full he shall hold the proceeds of sale on trust for Cyan Group Ltd in a separate account until any sum owing to Cyan Group Ltd has been discharged from such proceeds.
11. Claims advice of damage, delay or loss of goods in transit or of non-delivery must be given in writing to Cyan Group Ltd 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 Cyan Group Ltd within seven clear days of delivery. All other claims must be made in writing to Cyan Group Ltd within 3 days of delivery or notification of despatch. Cyan Group Ltd shall not be liable in respect of any claim unless the aforementioned requirements have been complied with.
12. Delivery (a) unless otherwise agreed in writing the place of delivery shall be the Clients premises and the Client shall take delivery within 7 days of Cyan Group Ltd notifying the Client that the Goods are ready for Delivery, (b) goods despatched to a Third Party address shall be at the express risk of the Client and any additional expenses resulting from delivery to a Third Party shall be borne by the Client, (c) whilst every effort is made by the Cyan Group Ltd to deliver at an agreed date and time, Cyan Group Ltd accepts no responsibility for the late delivery due to Carrier or third party delivery problems. The Client can at all times arrange its own delivery from Cyan Group Ltds premises if preferred, (d) unless otherwise agreed in writing, the Client will be charged delivery costs for all goods, (e) Any dates specified by Cyan Group Ltd for delivery of the Goods are intended to be an estimate only.
13. Liability (a) Cyan Group Ltd shall not be liable for indirect loss or Third Party claims occasioned by delay in completing the work or for any loss to the Client arising from delay in transit, whether as a result of Cyan Group Ltds negligence or otherwise, (b) insofar as is permitted by law where work is defective for any reason, including negligence, Cyan Group Ltds liability (if any) shall be limited to rectifying such defect. Where Cyan Group Ltd performs its obligations to rectify defective work under their condition the Client shall not be entitled to any further claim in respect of the work done nor shall the Client be entitled to treat delivery thereof as a ground for repudiating the contract, failing to pay for the work or cancelling further deliveries, (c) nothing in these conditions shall exclude Cyan Group Ltds liability for death or personal injury as a result of its negligence.
14. Standing material (a) metal, film and other materials owned by Cyan Group Ltd and used by them in the production of type, plates, film-setting, negatives, positives and the like shall remain their exclusive property. Such items when supplied by the Client shall remain the Clients property, (b) type may be distributed and lithographic or photogravure film and plates, tapes, disks or other work effaced immediately after the order is executed unless written arrangements are made to the contrary. In the latter event, rent may be charged, (c) Cyan Group Ltd shall not be required to download any digital data from their equipment or supply the same to the Client on disk, tape or by any communication link unless written arrangements are made to the contrary.
15. Customers property (a) Clients property and all property supplied to Cyan Group Ltd by or on behalf of the Client shall while it is in the possession of Cyan Group Ltd or in transit to or from the Client be deemed to be at Clients risk unless otherwise agreed and the Client should insure accordingly, (b) Cyan Group Ltd shall be entitled to make a reasonable charge for the storage of any Clients property left with Cyan Group Ltd before receipt of the order or after notification to the Client of completion of the work.
16. Materials supplied by the Client (a) Cyan Group Ltd may reject any film, disks, paper, plates or other materials supplied or specified by the Client which appear to them to be unsuitable. 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 Cyan Group Ltd in ascertaining the unsuitability of the materials then that amount shall not be charged to the Client, (b) where materials are so supplied or specified, Cyan Group Ltd will take every care to secure the best results, but responsibility will not be accepted for imperfect work caused by defects in or unsuitability of materials so supplied or specified, (c) quantities of materials supplied shall be adequate to cover normal spoilage.
17. Insolvency without prejudice to other remedies, if the Client becomes insolvent (namely, being a company is deemed to be 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 them) Cyan Group Ltd shall have the right not to proceed further with the contract or any other work for the Client and be entitled to charge for work already carried out (whether completed or not) and materials purchased for the Client, such charge to be an immediate debt due to them. Any unpaid invoices shall become immediately due for payment.
18. General Lien without prejudice to other remedies, in respect of all unpaid debts due from the Client Cyan Group Ltd shall have a general lien on all goods and property in their 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 Client 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 customer for any balance remaining be discharged from all liability in respect of such goods or property.
19. Illegal matter (a) Cyan Group Ltd shall not be required to print any matter, which in their 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) Cyan Group Ltd shall be indemnified by the Client in respect of any claims, costs and expenses arising out of any libellous matter or any infringement of copyright, patent, design or of any other proprietary or personal rights contained in any material printed for the Client. 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.
20. 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 may be given at any time but wherever possible should be given after completion of work on any one issue. Nevertheless Cyan Group Ltd may terminate any such contract forthwith should any sum due thereunder remain unpaid.
21. Force majeure Cyan Group Ltd shall be under no liability if he shall be unable to carry out any provision of the contract for any reason beyond their 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 Client; 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 Client may by written notice to Cyan Group Ltd elect to terminate the contract and pay for work done and materials used, but subject thereto shall otherwise accept delivery when available.
22. 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.