Conditions of trading

The following conditions of sale shall govern all transactions between any party ("The Customer") and PPS Media Limited ("The Company") (except as otherwise specifically agreed in writing by a Director of The Company) to the exclusion of any other conditions.

1. Quotations - The Company may decline any order upon receipt and may revise any quotation at any time prior to The Company’s acceptance of order.

2. Cost Variation - Prices are subject to revision in the event of any increase in costs incurred by The Company between the date of quotation and the date of delivery to The Customer (whether before or after acceptance of order).

3. Tax - The Company shall be entitled to charge the amount of any Value Added Tax or similar tax payable whether or not included in the quotation or invoice.

4. Preliminary Work and Overmatter - Overmatter and work carried out whether experimentally or otherwise in relation to the preparation or execution of the whole or any part or parts of a customer’s request will be charged.

5. Proofs - Author’s corrections on and after first proof, including alterations in style, will be charged extra. Proofs of all work may be submitted for approval by The Customer and no responsibility will be accepted for any errors in proofs passed by him. Photocopied or ‘laser’ proofs do not provide a true example of final print quality and serve only as an indication of the general layout of the final product. ‘Printed proofs’, however, will provide a more accurate indication of the final product quality and format including typographical matter and are available upon request at additional cost. In the event of clients not requiring ‘printed proofs’, The Company shall not be liable for any claims in respect of any errors, omissions or misinterpretation of instructions and furthermore shall not be liable for indirect or consequential loss as detailed in clause 12 below.

6. Delivery and Payment
6.1 Delivery of work shall be accepted when tendered and the whole price shall become due for payment by The Customer upon such tender or upon such notification that the work has been completed (whichever is the earlier).
6.2 Should expedited delivery be agreed and necessitate overtime or other additional costs an extra charge shall at The Company’s discretion be made.
6.3 Should work be suspended at the request of or delayed through any default of The Customer for a period of 30 days The Company shall then be entitled to payment for work already carried out and materials specially ordered and other additional costs including storage and administrative costs.
6.4 Where contracts provide for deferred deliveries such deliveries shall be accepted as specified in the contract (or as soon thereafter as ready) provided that all deliveries shall if ready be accepted within three months from the date specified for the first delivery. In the event of failure to accept any delivery the balance remaining undelivered shall be invoiced (payment for such balance immediately thereupon becoming due) and storage costs charged to The Customer’s account, the goods being held at The Customer’s risk
6.5 Where the contract provides for deferred deliveries it shall be deemed for the purposes of this clause to be a separate contract for each delivery and payment for each delivery shall be due for payment as specified in sub clause 6.1. Any failure or defect in any one delivery shall not vitiate the contract as to the remaining deliveries nor shall The Customer seek to set off against any price due to The Company in respect of any delivery any claim it alleges against The Company in respect of any other delivery.
6.6 Unless otherwise specified the price quoted for delivery ex The Company’s works at which printing is effected and all delivery elsewhere (if agreed by The Company) shall be charged extra howsoever the same is effected.
6.7 While every effort will be made by The Company to effect delivery in accordance with any pre-arranged dates, no guarantee as to dates of delivery by The Company is to be implied and The Company will not accept liability for any loss or damage occasioned by delay in delivery however caused.

7. Variation in Quantity - Every endeavour will be made to deliver the correct quantity ordered, but quotations are conditional upon margins of five per cent (5%) for work in one colour only and ten per cent (10%) for other work being allowed for overs or shortage the same being charged or deducted.

8. Terms
8.1 Credit terms are subject to status and satisfactory bank and trade references. If credit terms are granted payment in full shall be made net cash within 28 days from date of delivery unless alternative credit terms are agreed between The Company and The Customer in writing.
8.2 If payment of any monies payable by The Customer shall not be made forthwith upon the due date for payment of the same The Company may charge and The Customer will then pay interest upon the outstanding sum at two per cent (2%) per month or part thereof.
8.3 In the case of contracts involving more than one delivery if default is made in payment on the due date for any one delivery The Company at its option shall be entitled without prejudice to any other remedy.
(a) to treat the contracts for all outstanding deliveries as repudiated by The Customer and to claim damages accordingly.
(b) to delay further deliveries or otherwise delay further performance in whole or in part until payment for deliveries on which payment is due have been made.
8.4 An order once placed cannot be cancelled except by mutual agree-ment and then only on terms which would fully indemnify The Company.
8.5 If The Customer commits a breach of contract or obligation to The Company or if a distress or execution is levied upon The Customer’s property or if The Customer makes or offers any arrangement of composition with its creditors or commits any act of bankruptcy or if any petition or receiving order in bankruptcy is presented or made against him or if any resolution or peti- tion to wind up any corporate customer other than for the purpose of amalgamation or reconstruction in a state of solvency is passed or presented or if a receiver of such company’s undertaking property or assets or any part thereof shall be appointed The Company may determine any contract then subsisting and upon notice thereof to The Customer any subsisting contract shall be determined forthwith without prejudice to any other claim or right of The Company forthwith upon such termination The Customer shall pay to The Company the full amount of the loss suffered by The Company wholly or partly as a result of such event or termination and all monies then owing by The Customer to The Company shall become due for immediate payment.
8.6 The Customer will be charged for all pallets not returned to The Company within the period stated in the contract (if none is stated) within one calendar month from time of delivery.

9. Property and General Lien
9.1 Delivery of goods from The Company to The Customer or at its discretion shall be deemed to be delivered to The Customer as agent and trustee thereof for The Company. The Property in any goods so delivered shall not pass to The Customer but shall be retained by The Company until payment has been made therefore to The Company in full without prejudice to any other remedy of The Company for non payment of the goods or otherwise The Company may peaceably repossess such goods as have been delivered but not paid for wherever they may be and The Customer shall upon demand by The Company inform The Company of the whereabouts of all such goods. Where The Customer sells the goods or sells any rights in or receives any money from any person or persons as a consequence of printing or agreeing to print or distributing the goods prior to paying The Company therefore in full all such monies or proceeds of sale of such goods shall be held upon trust for The Company until full payment for the goods has been made to The Company by or for The Customer. All such monies or proceeds of sale of the goods received by The Customer in such event shall be placed in a separate bank account of The Customer containing no other monies and shall not in any way be mixed with any monies belonging to The Customer prior to payment to The Company.
9.2 Without prejudice to any other remedies The Company shall in respect of all unpaid debts due from The Customer have a general lien on all goods and property in its possession (whether worked on or not) and shall be entitled on the expiration of 14 days written notice sent to The Customer at his last known address to dispose of such goods or property as it thinks fit and to apply any proceeds towards such debts. The Company shall not be liable for any loss arising to The Customer from such action in any way whatsoever.
9.3 The Company may make a reasonable charge for storage of any property of The Customer left with The Company before acceptance of the order or after tender of the printed material under.

10. Standing Matter
10.1 All film, film setting, negatives, positives, plates, dyes, type matter, artwork, sketches, photographs, electronic media, disks, samples and original designs of any kind, used by The Company in the productions of the order shall remain its exclusive property whether or not the work entailed in the production of these items is charged separately.
10.2 Type may be distributed and lithographic, photogravure, or other work effaced immediately after the order is executed unless written arrangements are made to the contrary. In the latter event the cost of storage may be charged to The Customer at The Company’s discretion.

11. Claims
11.1 All claims against The Company on whatever grounds must be notified to The Company in writing
11.2 Claims arising from damage or partial loss of goods in transit must be made to The Company and to the carrier so as to reach both within three days of delivery of the goods.
11.3 Claims for non delivery of goods must be made within twenty-eight days of receipt of notice of their despatch.
11.4 All other claims against The Company must be made within seven days of delivery of the goods.
11.5 At the expiration of the said periods without lodgement of claim in the manner aforesaid The Company shall be deemed to have fulfilled its obliga- tions under the contract in every respect whether express or implied in any way whatsoever and The Customer shall make no complaint in respect of the goods forming the subject of the despatch.
11.6 The return of the goods will not be accepted unless The Company or its representatives shall first have had a reasonable opportunity of examining the same.

12. Limitation of The Company’s Liability
12.1 The Customer by placing an order agrees that the following terms, conditions and warranties otherwise not expressly stated in whether statutory or otherwise expressed or implied are deemed to be inconsistent with and are expressly excluded:
(a) as to the quality of the goods or services;
(b) as to the performance of the goods or services;
(c) as to the fitness of any particular purpose of the goods or services;
(d) all other conditions or warranties;
Save and except as they impose liability on The Company for death or personal injury resulting from negligence by The Company, its servants or agents.
12.2 The Customer further agrees that subject as aforesaid The Company shall not under any circumstances be liable in any way whatsoever whether in contract, tort or otherwise for any of the following matters.
(a) consequential loss, detention or injury of any kind whatsoever, howsoever arising;
(b) any personal injury or damage to property whatsoever, howsoever arising.

13. Warranties - In lieu of any warranty or condition statutory or otherwise expressed or implied as to the quality, performance or fitness for any particular purpose of the goods or services The Company agrees that if work is defective by reason of default of The Company to use reasonable skill and care The Company shall in its option either rectify such defect at its own expense or refund the charge made by The Company for setting and print- ing the defective work but in no circumstances whatsoever shall The Company be under any further liability of any kind.

14. Risk and Insurance
14.1 Notwithstanding that the property in the goods does not pass to The Customer until payment thereof is made to The Company in full, the contract goods and all other goods, chattel and other property of or supplied by or on behalf of The Customer whatsoever in The Company’s possession shall be held, worked on and carried at The Customer’s risk in every respect.
14.2 Any goods sent by The Company by post to or at the direction of The Customer shall be sent at the risk of The Customer.
14.3 Where The Company agrees to deliver the goods elsewhere than its works (whether or not the cost of delivery is included in the price or is in addition to the price) the risk of any loss or damage to or deterioration of the goods from whatever cause shall be borne by The Customer (unless the risk had already passed to The Customer under the previous conditions) and the goods shall be at the risk of The Customer in all respects from the time that the goods leave the premises of The Company or any sub contractor of The Company as the case may be notwithstanding that under the previous conditions the same would not be at the risk of The Customer until some later time.
14.4 The Customer shall effect all such insurance as it shall consider necessary to protect its interests in any goods or property which under these conditions are stated to be at the risk of the Customer.

15. Material - While every endeavour will be made to supply material in accordance with the quality of samples submitted or quoted for this cannot be guaranteed.

16. Material Supplied by Customer
16.1 The Company reserves the right to reject any paper, copy, photographs, films, plates, electronic media, disks or other materials supplied or specified by The Customer which would appear to be unsuitable but shall be under no liability to check the quality or suitability of the same. Additional costs incurred if materials are found to be unsuitable during production may be charged.
16.2 Where materials are so supplied or specified The Company shall not be liable in any way for any defect shortfall in compliance with specified requirements or loss resulting from or to the extent that it results from or is contributed to by such materials or any quality characteristic unsuitability or defect in the same or their use for the contract work or which would not have resulted had proper materials been used.
16.3 Quantities of materials supplied shall be adequate to cover normal spoilage.

17. Illegal Matter
17.1 The Company shall not be required to print any matter which in its opinion is or may be of an illegal or libellous nature or which might involve any infringement of any third party rights or which would otherwise involve any criminal or tortious liability of any kind.
17.2 In the event any complaint, claim, action, proceedings or prosecution is brought or made against The Company in respect of or arising in any way from any matter or thing appearing in or on any goods or material printed, processed or dealt with for The Customer by The Company whether such matter is or is alleged to be illegal, unlawful, libellous, in breach or infringement of copyright, trademark, patent, design or any other third party right, whatsoever of any nature and whether such complaint, claim, action or proceeding is settled, compromised or litigated in any way whether through to and/or beyond any judgement or appeal or discontinued, abandoned or struck out for want of prosecution or otherwise left or dealt in any way and as a result The Company incurs any cost, loss, damage, liability or penalty of any kind The Customer shall forthwith upon The Company’s first written demand indemnify The Company in respect of such cost, loss, damage, liability or penalty, without enquiry or question and without exercising any right of set off counter claim or cross demand of any nature against The Company.

18. Periodical Publications
18.1 A contract for the printing of periodical publications may not be terminated by either party unless written notice is given as follows:

Nature of Publication Notice Period (given at any time)
Weekly 13 weeks or not less than 13 editions
Fortnightly 13 weeks or not less than 6 editions
Monthly 26 weeks or not less than 6 editions
Two Monthly 26 weeks or not less than 3 editions
Quarterly 26 weeks or not less than 2 editions
Biannually 26 weeks or not less than 1 edition

The above notice periods shall apply unless an agreement for a greater or lesser contract period has been agreed in writing by both parties. Nevertheless, The Company may terminate any such contract forthwith should any sum due thereunder remain unpaid.
18.2 In the event that The Customer terminates a contract with The Company for the printing of a periodical publication by giving less than the required period of notice specified in clause 18.1 then The Customer shall pay to The Company a sum by way of liquidated damages as calculated in accordance with the provisions of clause 18.3 and both The Customer and The Company agree that such sum is a genuine pre-estimate at the time of making this contract of The Company’s loss in the event of The Customer so terminating the contract.
18.3 In respect of The Customer failing to give The Company notice to terminate this contract in accordance with clause 18.1 The Customer shall pay a sum equal to the average price charged by The Company to The Customer for the last six issues of the periodical printed for The Customer by The Company (or in the event of The Company having printed less than six issues of the periodical for The Customer the liquidated damages shall be calculated upon the average price charged to The Customer (“The Unit Price”) multiplied by the number of issues of the periodical that would have been printed by The Company in the remainder of the notice period (from the date of expiry of any lesser notice given by The Customer to The Company) had The Customer given the appropriate amount of notice.
18.4 In the event of termination of a contract for the printing of periodical publications The Company on expiration of fourteen days notice to The Customer may dispose of all property of The Customer in its possession (including the publications) and apply any proceeds towards monies due to it under and The Company shall not be liable to the Customer for any loss arising from any such disposal.
18.5 In the event of The Customer either terminating the contract prior to producing an agreed number or frequency of publications or, failing to produce the agreed number or frequency of publications in a twelve month period from the date of the first order placed then The Company will be entitled to reclaim any or all discounted costs previ- ously provided to The Customer on the basis that those discounted costs were made available to The Customer by The Company on the understanding that the agreed number or frequency of publications would be add to.

19. Force Majeure - Every effort will be made to carry out the contract but its due performance is subject to cancellation by The Company or to such variation as The Company may find necessary as a result of inability to secure labour, materials or supplies or as a result of any Act of God, War, Strike, Lock Out or other labour dispute, Fire, Flood, Drought, Legislation, order of public authority or other cause (whether of the foregoing class or not) beyond the control of The Company and The Company shall not be liable for any inability to deliver in accordance with the contract caused by any such contingency.

20. English Law - These conditions and all other express terms of the contract shall be governed and constructed in accordance with the laws of England and any dispute shall be settled in the English Courts.

PPS Media Limited. Basepoint Business Centre, Crab Apple Way, Vale Park, Evesham, Worcestershire. WR11 1GP Telephone: 01386 764911 Company Registration Number 03165439. (Cardiff) V.A.T. Registration Number 454 8458 16.