Trading terms
1. Definitions
1.1 MMP Bristol Ltd means the party providing the goods or services under these terms and conditions.
1.2 Buyer means the party contracting with MMP Bristol Ltd to acquire the goods and services supplied under these terms and conditions.
1.3 Work means all goods (intermediate or finished product) and services supplied by MMP Bristol Ltd to the buyer.
1.4 Intermediates means all products produced during the manufacturing process including non-exhaustively discs, film, plates and intellectual property.
1.5 Preliminary work means all work done in the concept and preparatory stages (including non-exhaustively design, artwork and colour matching).
1.6 Electronic file means any text, illustration or other matter supplied or produced by either party in digitised form on disc, through a modem, or any other communication link.
1.7 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.
1.8 Minuteman Press is a trading name of MMP Bristol Ltd.
2. Payment
2.1 Estimates are based on MMP Bristol Ltd’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.
2.2 Estimates are given exclusive of tax and MMP Bristol Ltd reserves the right to charge and the buyer will pay any VAT or other tax payable.
2.3 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.
2.4 Any additional work required of MMP Bristol Ltd by reason of the buyer supplying inadequate copy, incomplete or incorrect instructions or insufficient materials; shall be charged.
2.5 Payment shall become due before delivery of the work. MMP Bristol Ltd, at its absolute discretion, may ask for part or full payment in advance of starting the work.
2.6 If credit facilities have been granted, payment is due by the 30th day following the date of invoice, unless otherwise agreed in writing. If any invoices remain unpaid by that due date charges will apply, in accordance with 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.
2.7 Should the work be suspended or delayed by the buyer for any reason MMP Bristol Ltd shall be entitled to charge for loss of or wastage of resources that cannot otherwise be used. Should the suspension or delay extend beyond 60 days MMP Bristol Ltd shall be entitled to immediate payment for work already carried out, materials specially ordered and any other additional costs.
3. Credit facilities
3.1 Where credit facilities are granted MMP Bristol Ltd reserves 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
4.1 Delivery of the work shall be accepted when tendered.
4.2 Unless otherwise agreed in writing completion and delivery times are a guide only.
5. Electronic files
5.1 It is the buyer’s responsibility to maintain a copy of any original electronic file provided by the buyer.
5.2 MMP Bristol Ltd shall not be responsible for checking the accuracy of supplied input from an electronic file unless otherwise agreed in writing.
5.3 If an electronic file is not suitable for outputting on equipment normally adequate for such purposes without adjustment or other corrective action MMP Bristol Ltd may make a charge for any resulting additional cost incurred or may reject the file without prejudice to MMP Bristol Ltd’s rights to payment for work done and / or material purchased.
6. Other materials
6.1 Quantities of materials supplied by the buyer shall be adequate to cover normal spoilage. Any costs incurred as a result of shortages will be charged in addition to the estimated price.
7. Risk and storage
7.1 Buyer’s property and all property supplied to MMP Bristol Ltd by or on behalf of the buyer shall while it is in the possession of MMP Bristol Ltd 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.
8. Finished goods
8.1 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.
8.2 On completion of the work, MMP Bristol Ltd will store the buyer’s materials and work for a maximum of one month, after which time they will be destroyed without further notice.
9. Materials and equipment supplied by MMP Bristol Ltd
9.1 Metal, film and other materials owned by MMP Bristol Ltd and used in the production of intermediates, plates, negatives, positives, electronic files and other production processes, together with items thereby produced, shall remain MMP Bristol Ltd’s exclusive property.
10. Retention of title
10.1 The work remains MMP Bristol Ltd’s property until the buyer has paid for it and discharged all other debts owing to MMP Bristol Ltd.
10.2 If the buyer becomes subject to insolvency and the work has not been paid for in full MMP Bristol Ltd 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.
10.3 If the buyer shall sell the goods before they have been paid for in full, the buyer shall hold the proceeds of sale on trust for MMP Bristol Ltd in a separate account until any sum owing to MMP Bristol Ltd has been discharged from such proceeds.
11. Proofs and variations
11.1 MMP Bristol Ltd shall incur no liability for any errors not corrected by the buyer where the buyer has been provided with proofs.
11.2 Where the buyer specifically waives any requirement to examine proofs MMP Bristol Ltd is indemnified by the buyer against any and all errors in the finished work.
11.3 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.
12. Claims
12.1 Advice of damage, delay or loss of goods in transit or of non-delivery must be given in writing to MMP Bristol Ltd and the carrier within three clear days of delivery (or, in the case of non-delivery, within three days of notification of despatch of the goods) and any claim in respect thereof must be made in writing to MMP Bristol Ltd and the carrier within seven clear days of delivery (or, in the case of non-delivery, within seven days of notification of despatch).
12.2 All other claims must be made in writing to MMP Bristol Ltd within 14 days of delivery. MMP Bristol Ltd 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 it was not possible to comply with the requirements and the claim was made as soon as reasonably possible.
12.3 If the work is defective so that the buyer may in law reject it, said rejection must take place within seven days of delivery of the goods, failing which the buyer will be deemed to have accepted the work.
12.4 In the event of all or any claims or rejections MMP Bristol Ltd reserves the right to inspect the work within seven days of the claim or rejection being notified.
13. Liability
13.1 Insofar as is permitted by law where work is defective for any reason, including negligence, MMP Bristol Ltd’s liability (if any) shall be limited to rectifying such defect, or crediting its value against any invoice raised in respect of the work.
13.2 Where MMP Bristol Ltd performs its obligations to rectify defective work under this condition MMP Bristol Ltd 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 or refuse to pay for the work.
13.3 Defective work must be returned to MMP Bristol Ltd before replacement or credits can be issued. If the subject work is not available to MMP Bristol Ltd, MMP Bristol Ltd will hold that the buyer has accepted the work and no credits or replacement work will be provided.
13.4 MMP Bristol Ltd 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.
13.5 Where MMP Bristol Ltd 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 MMP Bristol Ltd the buyer automatically revokes his right to any remedy from MMP Bristol Ltd, including but not exclusively the right to a credit in respect of work done by MMP Bristol Ltd.
13.6 Nothing in these conditions shall exclude MMP Bristol Ltd’s liability for death or personal injury as a result of its negligence.
14. Insolvency
14.1 Without prejudice to other remedies, if the buyer becomes insolvent, MMP Bristol Ltd 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 the buyer. Any unpaid invoices shall become immediately due for payment.
15. Illegal matter
15.1 MMP Bristol Ltd shall be indemnified by the buyer in respect of any claims, costs and expenses arising out of the printing by MMP Bristol Ltd for the buyer of any illegal or unlawful matter including matter which is libelous 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 libelous or such an infringement.
16. Force majeure
16.1 MMP Bristol Ltd shall be under no liability if MMP Bristol Ltd 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; 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 MMP Bristol Ltd elect to terminate the contract and pay for work done and materials used, but subject thereto shall otherwise accept delivery when available.
17. Law
17.1 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
18.1 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.
19. Consumers
19.1 Nothing in these terms shall affect the rights of consumers.
20. Severability
20.1 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.
