ABSOLUTE CONDITIONS OF BUSINESS
The following standard conditions apply to every order accepted by Absolute Design & Print Solutions Ltd. (“the Company”) for the provision of printing, design, artistic and
photo lithographic services.
“The Client” means the person firm or company specified overleaf as the Client.
“Conditions” means the Company’s standard conditions of business set out in this document
together with any conditions specified on the Quotation.
“the Contract” means the Quotation, the Order and the Company's acceptance thereof, together with
“the Contract Materials” means much of the Materials as are deliverable by the Company to the Client.
“the Materials” means all artwork, layouts, prints, brochures, drawings, negative plates, designs,
proofs, plans or data or printed matter produced by the Company in connection with
the provisions of service.
“the Order” means the written Order placed by the Client on the Company for the provision of the
“the Quotation” means the written quotation or tender submitted by the Company.
“the Service” means the provision by the Company to the Client of the printing, design, artistic and
photo-lithographic services specified overleaf.
2. OFFER AND ACCEPTANCE
2.1 The Quotation shall constitute an offer by the Company to supply the Service to the Client.
2.2 All Quotations are made and all Orders accepted subject to the conditions. These conditions override any
other terms, conditions or warranties which the Client may subsequently seek to impose.
2.3 Quotations shall be available for acceptance for a minimum period of 21 days from the date of the
Quotation, and may be withdrawn or amended by the Company within such time period at any time by oral
or written notice.
2.4 No variation wavier or supplement to the Conditions shall be binding on the Company unless expressly
accepted by the Company in writing.
2.5 The Quotation is an estimate only and all descriptive matter, specifications, prices, drawings and particulars
of colours and dimensions and other data submitted by the Company (whether in the Quotation or in any
catalogue, advertisements, or price lists), are deemed to be approximate only (except where expressly
stated in writing to be exact) and are intended merely to present a general idea of the goods and/or services
available from the Company. No Contract shall come into existence until the Clients order has been
accepted in writing by the Company.
2.6 *If any statement or representation has been made to the Client by the Company or its servants or agents
upon which the Client relies other than in the documents enclosed with the Quotation or acknowledgement
of Order then the Client must set out that statement or representation in a document to be attached to or
endorsed on the Order and in any such case the Company may confirm reject or clarify the point and
submit a new quotation.*
2.7 Any typographical, clerical or other error or omission in any sales literature, quotation, price list,
acknowledgement of order, invoice or other document issued by the company shall be subject to correction
without any liability on the part of the Company.
2.8 The Company shall be at liberty to withdraw from any negotiations or otherwise until such time as the
Contract shall have come binding without being under any liability whatsoever to the Client.
2.9 Estimates are only given on sight of the finished originals as supplied by the Client to the Company.
Estimates on rough sketches or artwork will only be approximate and are subject to variation and are not to
be taken as binding.
2.10 Quotations are given on the basis of one proofing only. Should further proofings become necessary, these
will be charged in addition.
3. ORDERS AND SPECIFICATIONS
3.1 No Order submitted by the Client shall be deemed to be accepted by the Company unless and until
confirmed either orally (either by telephone or personally) or in writing by the Company's authorized
3.2 The Client shall be responsible for ensuring the accuracy of the terms of the Order and shall give the
Company any necessary information to enable the Company to proceed with the Contract.
Any failure to do so will allow the Company to charge the Client an additional price for any delay or to
terminate the Contract immediately.
3.3 It is the Clients responsibility to notify the Company at the point of enquiry before the Contract is made that
the Client requires faithful reproductions of the highest standard which are as exact as possible to the
original. In such cases the Company must be allowed to arrange an adequate colour scheme and
3.4 The Company shall submit a photostat copy of the finished Contract Materials for inspection by the Client,
and shall not be liable for any error of defect in the Contract Materials unless notified in writing by the
Client within 3 days of receipt of the Contract Materials.
3.5 The Company reserves the right to make any changes in the specification of the Materials where the
Materials are to be supplied to the Company’s specification which do not materially affect the quality of
performance, without notice.
3.6 The Client shall indemnify the Company and its agents or sub-contractors against all claims, damages,
costs, penalties and expenses incurred by the Company or its agents or sub-contractors to which the
Company may become liable if any work done in accordance with the Client’s specifications involves an
infringement of a registered design, trademark, patent, copyright or other intellectual property right.
3.7 The Client shall indemnify the Company and its agents or sub-contractors against all claims, damages,
costs, penalties and expenses incurred by the Company or its sub-contractors to which the Company may
become liable if work done in accordance with the Client’s specifications is or may be libellous,
deformatory, illegal, obscene or otherwise render the Company liable to litigation, whether civil or criminal.
3.8 No Order which has been accepted by the Company may be cancelled by the Client except with the written
agreement of the Company and on the terms that the Client shall indemnify the Company in full against all
loss (including loss of profit), costs (including the cost of all labour and materials used), damages, charges
and expenses incurred by the company as a result of cancelation.
4.1 The Client shall pay for the Service in accordance with the Company’s rates of charging from time to time
prevailing. Until an order has become binding on the Company all specifications and prices are subject to
change without prior notice.
4.2 All Quotations are exclusive of Value added tax which the client shall be additionally liable to pay to
4.3 The Company reserves the right to increase the price of the Service to reflect any increase in the cost to
the Company in executing the Contract due to any factor beyond the control of the Company (such as,
without limitation, any increase in the cost of labour, raw materials, overheads, or currency), any change in
delivery dates, quantities or specifications for the Materials arising as a result of any error or ommision or
changes deemed necessary by the client, or any delay or interruption on the Contract not attributable to the
Company; or where the Client requests that the Contract materials are produced by such deadline as
requires the company or its agents or sub-contractors to work outside the normal working hours.
4.4 The Company reserves the right to charge for all work carried out at the request of the Client and under no
circumstances will work be undertaken on a free of charge or speculative basis unless otherwise
specifically agreed in writing by the Company.
4.5 *If the Contract Materials are required on an urgent basis, necessitating delivery sooner than the normal
time recommended by the Company as a requisite for proper production of the Contract Materials, then
should the employees of the Company be required to work overtime to meet such a deadline, then the
Company reserves the right to make an additional charge to the price to cover such overtime rates and/or
any other additional costs which have been incurred by the Company to facilitate the requirements of the
4.6 The price shall exclude all packaging, insurance, delivery and transport charges, which the Client shall be
liable to pay in addition to the price.
5. TERMS OF PAYMENT
5.1 Unless otherwise agreed by the Company in the Quotation the terms of payment shall be 28 days from the
date of invoice. Receipts for payment will only be issued on request.
5.2 The time of payment of the price shall be of the essence of the Contract
5.3 Where Contract Materials are delivered by installments, the Company may invoice each installment
separately and the Client shall pay such invoices in accordance with these conditions.
5.4 The Company reserves the right to render invoices on account of work done on a monthly basis.
5.5 No right of set-off shall exist in respect of any claims by the Client against the Company unless and until
such claims are accepted in full by the Company in writing and the Client shall not withhold all or any part
of any sum which has become due for payment under the Contract.
5.6 If the Client fails to make any payment on the due date then, without prejudice to any other right or remedy
available to the Company, the Company shall be entitled to:-
5.6.1 cancel the Contract, or suspend any further performance of any Service; and
5.6.2 charge the Client interest (both before and after any judgement) on the amount unpaid, at the rate of
two percent per annum above Alliance & Leicester Commercial Bank Plc base rate from time to time,
until payment in full is made (a part of a month for the purpose of calculating interest).
5.7 The Client shall provide the Company with an official order (where appropriate) before the commencement
of work on the Contract but failure to do so shall not prejudice the right of the Company to render any
invoice for work done in connection with the Contract.
6.1 Delivery shall mean delivery of the Contract Materials to the Client at the Company’s premises or delivery of
the Contract Materials to a carrier nominated by the Client. In the absence of specific instructions, the
Company may nominate a carrier.
6.2 The Client shall bear all transport, storage, insurance and forwarding costs.
6.3 Non-delivery of the Contract Materials must be notified to the Company within 7 days of the invoice date.
Failure to do so shall preclude the Client from any rights or remedies against the Company whatsoever. If
the Company fails to deliver the Contract Materials or perform the service for any reason other than any
cause beyond the Company’s reasonable control or the Client’s fault, and the Company is accordingly liable
to the Client, the Company’s liability shall be limited to the excess (if any) of the cost to the Client (in the
cheapest available market) of similar goods or services to replace those not delivered over the price of the
6.4 If the Client shall fail to accept the delivery of the Contract Materials as and when preferred by the
Company then the Company shall be deemed to have tendered and the Client to have refused delivery at
6.5 If the client fails or refuses to take delivery of the Contract Materials on the due date or fails to give the
Company adequate instructions for delivery at the time stated then he shall be liable to the Company for
any loss or costs arising from such failure or refusal and for a reasonable charge by the Company for the
care, custody storage and insurance of the Contract Materials until actual delivery. This provision shall be
in addition to and not in substitution of any other payment or damages for which the client may become
liable in respect of his failure to take delivery at the appropriate time.
6.6 Any dates quoted for delivery of the Contract Materials are approximate only and the Company shall not be
liable for any delay in despatch or delivery or any loss or damage thereby arising. Time of delivery shall not
be the essence, and the Client shall not be able to cancel the Contract, refuse delivery of the Contract
Materials or withhold payment on account of any delay howsoever caused.
6.7 The Company reserves the right to deliver the Contract Materials in installments and each such installment
shall not entitle the Client to treat the Contract as a whole as repudiated.
7.1 The risk of damage to or loss of the Contract Materials shall pass to the Client or to the carrier when the
Contract Materials are delivered to the Client in accordance with the terms of Clause 6.1.
7.2 Whilst every reasonable care is taken of originals, plates or other goods delivered to the Company by the
Client to facilitate the Contract, no liability whatsoever for loss, damage, or destruction to such original,
plates or other goods, or consequential loss arising therefrom, shall be accepted by the Company other
than through the wilful act or ommision of the Company or its servants.
8.1 Subject to Clause 8.2 title to all Materials shall remain with the Company.
8.2 Title to the Contract or any part of them Company (whether delivered under this contract or otherwise)
shall not pass to the Client until the client shall have paid in full all monies owning under this or any other
8.3 If the client shall be in breach of the terms of this Contract then all monies owned by the Client to the
Company, whether under this Contract or otherwise, shall become immediately due and payable and the
Client hereby grants to the Company or its agents an irrevocable licence to enter upon the Client’s premises
to recover and/or sell such Goods as the Company may deem necessary to recover all sums owing to it by
the client together with any reasonable costs of the Company so incurred.
8.4 Notwithstanding any rule or law to the contrary, and in particular pursuant to Section 4(5) of the
Copyright Act 1956 it is hereby agreed between the Company and the Client as follows:-
8.4.1 the copyright in any artwork, design or brochure forming part of the Contract Materials vests in the Client;
8.4.2 the concept copyright in all artwork, designs and drawings forming part of the Materials remains with the
8.4.3 the copyright in all intermediary origination remains with the Company.
8.5 In the case of orders placed by the Client for photo-lithographic plates, retouched negatives and positives
remain the absolute property of the Company, who may remove the materials immediately upon completion
of the Contract. It is the Company’s usual policy to store all retouched negatives for possible future use,
and while every care is taken to keep them in good condition, the Company accepts no liability for any loss
or damage to them, as they remain the property of the Company. Retouched negatives and positives will
only be delivered to the Client upon payment of an additional fee to the Company.
8.6 *If Clause 8.1 is held to be invalid to reserve the Company’s title to Goods delivered under this Contract by
reason of the reservation of title until all Materials delivered to the Client by the Company have been paid for
then nevertheless ownership of the Materials delivered under this Contract shall remain with the Company
until those Materials themselves have been paid for.*
9. QUALITY CONTROL
9.1 *The Company will only provide one photostat of the finished artwork for each design comprised within the
Contract Materials. All other designs taken by or on behalf of the Company in the course of the supply of
the service remain the property of the Company who at its sole and unfettered discretion shall select
which designs are to be incorporated into the Contract Materials.
9.2 All printing work is subject to standard variation tolerances imposed under the terms and conditions issued
by the British Printing Industries Federation which allow margins of 5 per cent for work of one colour only
and 10 per cent for other work being allowed for errors or shortages (the same to be charged or deducted
9.3 A photostat or copy of full artwork for the materials shall be submitted to the Client for approval and the
Company shall incur no liability for any errors not corrected by the Client in proofs so submitted.
Alterations and additional proofs which are necessary by reason of such corrections shall be subject to an
additional charge on each occasion.
9.4 The Client shall accept full liability for any damage, loss or expense, caused by any defect in any metal
plates which he may have supplied to the Company to facilitate the performance of the Contract.
10 LIMITATION OF THE LIABILITIES OF THE COMPANY
10.1 The Company will endeavour to ensure that the Contract Materials are free from defect and that all materials
and workmanship have been performed to specifications but
10.1.1 the Company shall not be liable for any expenditure, damage, loss (including consequential loss) or injury
arising out of any use or dealing with any of the Contract Materials howsoever such expenditure, damage
loss or injury shall arise and whether from any defect in the Contract Materials or otherwise.
10.1.2 the Client shall assume sole responsibility for the capacity, fitness and performance of the Contract
Materials being sufficient and suitable for the purposes for which he requires the Contract Materials.
10.2 The company shall use all reasonable endeavours to prepare drawings, negatives and plates comprising the
Materials and Contract Materials, but the Client must inspect the Contract Materials to ensure that they
comply with the Client’s specifications. No responsibility shall attach to the Company for any defect found
in any of the Contract Materials which have been inspected and passed by the Client.
10.3 The Client must give notice to the Company that any of the Contract materials do not meet the specifications
required within *3* days of receipt of the same by the Client. If such notice is not received within the stated
time limit, the Contract Materials shall be deemed to be free from any defect.
10.4 The Company cannot guarantee “facsimile” reproductions of proofs and Contract Materials. The Company’s
quotations allow for one proofing only. Defects revealed by this will be corrected but additional proofings
will be charged.
10.5 If the Company is found to have delivered defective Contract Materials within the time specified in Clause
10.3 then the Company may at it’s sole discretion replace or correct the defective Contract Materials. No
further liability shall attach to the Company.
10.6 If the Company is held to be legally liable for any breach of this Contract or shall become legally liable to the
Client in any way howsoever the liability of the Company in respect of any or all causes of action shall in no
circumstances exceed the aggregate of the Contract price.
11. DEFAULT OR INSOLVENCY OF CLIENT
11.1 This Clause applies if-
11.1.1 the Client defaults in any of his commitments with the Company; or
11.1.2 the Client makes voluntary arrangement with his creditors or becomes bankrupt; or (being a company)
goes into liquidation (other than for the purposes of amalgamation or reconstruction); or
11.1.3 an encumbrancer takes possession, or receiver is appointed, of any of the property and assets of the
11.1.4 the client ceases, or threatens to cease to carry on business; or
11.1.5 the Company reasonably apprehends that any of the events mentioned above is about to occur in relation
to the Client and notifies the Client accordingly.
11.2 If this Clause applies then, without prejudice to any other right or remedy available to the Company, the
Company shall be entitled to cancel any uncompleted order or to withhold or suspend delivery of any
Materials or performance of the Service.
11.3 In the event of an occurance as outlined in Clause 11.1, then the client shall indemnify the Company against
all loss including loss of profit, costs (including the costs of labour and materials used and overheads
incurred) and all other expenses and damages connected with the Order and its cancelation (the Company
giving credit to the value of any materials sold or utilised for other purposes).
12. FORCE MAJEURE
12.1 The Company shall not be liable to the client or be deemed to be in breach of the Contract by reason of any
delay in performing, or failure to perform, any of the Company’s obligations in relation to the Contract if the
delay or failure was due to any cause beyond the Company’s reasonable control. Without prejudice to the
generality of the foregoing, the following shall be regarded as clauses beyond the company’s reasonable
12.1.i Act of God, Explosion, flood, tempest, fire, theft or accident.
12.1.ii war or threat of war, sabotage, civil disturbance or requisition;
12.1.iii acts, restrictions, regulations, by-laws, probations or measures of any kind on the part of any
governmental, parliamentary or local authority;
12.1.iv import or export regulations or embargoes;
12.1.v strikes, lock-outs or other industrial actions or trade disputes (whether involving employees of the
company or a third party);
12.1.vi difficulty in obtaining raw materials, labour, fuel, parts or machinery;
12.1.vii power failure or breakdown in machinery.
13.1 Any notice required or permitted to be given by either party to the other under these Conditions shall be in
writing addressed to that other party as its registered office or such other address as may at the
relevant time have been notified pursuant to the party giving the notice.
13.2 No waiver by the Company of any breach of the Contract by the Client shall be considered a waiver of any
subsequent breach of the same or any other provision.
13.3 If any of the provisions of this contract is held by any competent authority to be invalid or unenforceable in
whole or part the validity of the other provisions in question shall not be affected thereby.
13.4 The Contract shall be governed by the laws of England and for the purposes of settlement of any disputes
arising out of or in conjunction with these Conditions or the Contract the parties hereby irrevocably submit
themselves to the jurisdiction of the English Courts.
13.5 The company reserves the right to subcontract the fulfillment of the Order or any part of it.
13.6 This contract is between the Company and the Client and is not assignable without the consent of the