D M C C
Terms & conditions
Conditions of sale and/or provision of services
1. Definitions "the Company" Fiona Austin t/a
"the Customer" any client or customer of the Company
"the Contract" any contract for the sale of goods
and/or the provision of services by the Company to the Customer
"the Goods" any goods forming the subject of this
"the Services" any services performed by the Company
to the Customer
"the Works" the Goods and/or the Services supplied
and provided by the Company to the Customer
2. Existence of contract
1) No Contract shall come into existence until the Customers
order (however given) is accepted by the earliest of the
Company's written confirmation of order, delivery of and/or
performance of the Works or the Company's invoice.
2) These terms and conditions shall be incorporated in the
Contract to the exclusion of any terms or conditions stipulated
or referred to by the Customer.
3) No variations or amendments of these Conditions shall
be binding on the Company unless confirmed by it in writing.
1) The Company's prices shall generally be charged on the
basis of the Company's quotation to the Customer in respect
of the Customer's specifications for the Works.
2) The Company reserves the right to levy additional charges
should the materials and instructions supplied by the Customer
not conform to the specifications which formed the basis
of the quotation.
3) The Company reserves the right to levy a waiting charge
where personnel and equipment have been allocated for a
particular job and the job is not delivered by the Customer
at the agreed time resulting in under-usage of said personnel
4) Any quotation given by the Company is exclusive of VAT.
5) Unless otherwise specified in the quotation, prices are
exclusive of delivery.
6) The Company reserves the right to vary the prices for
the Works between the date of order and delivery to take
account of any increase in the costs to the Company of materials
and/or manufacture and/or supply of the Works to the Company,
without limiting the Company in any way.
7) Text or other data converted from other systems/media
or electronically scanned for setting the Company's equipment
shall be treated as a new setting and a charge shall be
made for reading and for corrections (in addition to any
price quoted) as required or as may be necessary in the
event that the data is altered or corrupted during conversion
8) Unless expressly agreed to the contrary in writing, the
Company does not carryout 'speculative' work for which no
charge is made.
1) The Customer shall pay the Company the price for the
2) Time for payment shall be of the essence of the Contract.
If the Customer fails to pay the invoice price within 30
days of the date of the invoice the Company reserves the
right to charge the Customer interest on any overdue amount
from that date until payment is made (whether before or
after judgement) on a daily basis at a rate of 5% above
Barclay's Bank Plc's base rate from time to time with half
3) Delay or disregard of payment reminders will result in
withdrawl of any rite of access of goods or services as
supplied by the Company to the Customer .
5. Title to the goods/use of the services
1) The ownership of and all proprietary rights to or in
any all of the Works (including "the Works" as
defined) delivered by the Company to the Customer under
all contracts (including "the Contract" as defined)
shall remain with the Company and shall not pass to the
Customer until the total amount due for all of them has
been paid in full, including interest and any costs incurred
for late payment.
2) Until title passes the Customer shall hold the Works
(in the case of services the material of form in which the
Services have been provided) upon trust as bailee for the
Company and shall keep them separate and apart and store
or mark them so that they can at all times be identified
as the property of the Company.
3) The Company shall be entitled at any time before title
passes to repossess the Works without being liable for any
damage caused by so doing and to use or sell all or any
of the Works (without any liability to the Customer) and
for that purpose or for determining what if any works are
held by the Customer and for inspecting them, to enter upon
any premises of the Customer; and the Company shall inter
alia have the right to injunctive relief to restrain the
Customer from exercising any rights in making use of the
Works and to compel the Customer to deliver up the Works.
4)Without prejudice to the foregoing the Company shall be
entitled to maintain an action for the price of any Works
notwithstanding that title in them has not passed to the
6. Risk, delivery and performance
1) The risk in the Works passes when they are delivered
to the Customer, as set out below.
2) The Works are delivered to the Customer when the Company
makes them available to the Customer and/or any agent of
the Customer at the Customer's premises or any other delivery
point agreed by the Company.
3) The Company may at its discretion deliver the Works by
instalment(s) in any sequence.
4) Where the Works are delivered by instalments, each instalment
shall be deemed to be the subject of a separate enforceable
contract and no default or failure by the Company in respect
of one or more instalment shall vitiate the contract in
respect of either the Works previously delivered or undelivered
5) Any dates quoted by the Company for the delivery or performance
of the Works are estimated and approximate only and are
not of any contractual effect.
6) If the Customer fails or refuses to take delivery of
the Works or any part of them on the due date for any reason
whatsoever the Company shall be entitled upon giving written
notice to the Customer to store or arrange for the storage
of the Works: the risk in the Works shall pass to the Customer,
and delivery shall be deemed to have taken place. The Customer
shall pay to the Company all costs and expenses including
carriage, storage and insurance charges.
7) The Company shall not be liable for any penalty loss
injury damage or expense arising from any delay or failure
in delivery or performance from any cause whatsoever nor
shall any such delay or failure entitle the Customer to
refuse to accept any delivery or performance or to treat
the contract as repudiated.
7. Storage of materials
Without prejudice to the generality of the foregoing the
Company shall not be obliged to store any materials relevant
to the Works including printed matter, printing plates or
electronic data for more than three (3) months following
the date of delivery unless expressly agreed to the contrary
and the Company may erase or dispose of any such materials
at its sole discretion after that period has elapsed. The
Company may by agreement archive electronic data for an
agreed period of time over and above three months but shall
not be liable for any loss or corruption of such data during
8. Claims notification
1) Any claim for non-delivery of any goods must be notified
in writing by the Customer to the Company within seven (7)
days of the estimated day of delivery, otherwise the Company
shall be entitled to assume and it shall be deemed that
due delivery has taken place.
2) Any claim that any Works have been delivered damaged
or defective or are not of the correct quantity and/or do
not comply with their description or in respect of any other
defect shall recorded on any delivery note supplied and
notified to the Company in writing by the Customer within
two (2) weeks/days of their delivery.
3) Any claim under this condition must be in writing and
must contain full details of the claim.
4) The Customer agrees to afford to the Company reasonable
opportunity and facilities to investigate any claim made
under this condition and the Customer shall if so requested
by the Company promptly return any Works the subject of
any claim and any packing securely packed and carriage paid
to the Company for examination.
5) The Company shall have no liability with regard to any
claim in respect of which the Customer has not complied
with the provisions of this condition.
9. Extent of liability of the Company/indemnity
by the Customer
1) Save as is hereinafter provided, the Company shall not
be liable to the Customer (other than liability for death
or personal injury resulting from the Company's negligence)
for any loss or damage of any nature arising from any breach
of any express or implied warranty or condition of the contract
or any negligence, breach of statutory or other duty on
the part of the Company or in any other way out of or in
connection with the performance or purported performance
of or failure to perform the contract.
2) If the Customer proves to the satisfaction of the Company
that any of the Works have not been delivered or have been
delivered damaged or defective or are not of the correct
quantity or do not comply with their description the Company
shall in its sole discretion replace with similar Works
any Works which are so undelivered, defective, damaged or
do not comply with their description, or allow the Customer
credit for their invoice value.
3) Where the Company is liable in accordance with this condition
in respect of only some or part of the Works delivered the
Contract shall remain in full force and effect in respect
of the other or other parts of the Works and no set-off
or other claim shall be made by the Customer against or
in respect of such other or other parts of the Works.
4) Save for death or personal injury as was referred to
in paragraph 1) above, in no other circumstances whatsoever
shall the liability of the Company to the Customer exceed
the invoice value of the Works.
5) The Customer agrees to indemnify (and keep indemnified)
the Company against all claims, losses, damages and costs
(including legal costs) on a full indemnity basis which
may arise or be incurred by the Company if it is alleged
that any of the Works delivered or performed by the Company
to or for the Customer are defamatory or illegal or infringe
copyright, patents, design rights, trade and service marks
or in respect of any dispute concerning these or other proprietary
10. Intellectual property rights/moral
1) Materials supplied or generated by the Company and used
in the production of the Works including all artwork, illustrations,
photographs, electronic data, film, bromide, printing plates
and the like shall remain the Company's property.
2) The copyright and if requested in writing - design rights,
in any works (including "the Works" as defined)
produced by the Company for and/or on behalf of the Customer
shall remain with the Company until all the Works are paid
for in full by the Customer when they shall pass to the
Customer subject to and preserving any moral rights which
may vest in the Company as set out in the Copyright, Designs
&Patents Act 1988. Any copyright and/or design rights
so passing to the Customer shall pass solely for and be
restricted to the use stipulated in the Contract. All other
copyright and/or design rights in the Works not so passing
shall remain with the Company and the Works may not be used
for any purpose other than that stipulated in the Contract
without the express permission of the Company. Until the
copyright shall pass to the customer as hereinbefore provided,
and notwithstanding the delivery of the Works to the Customer,
the Company shall be entitled to restrain the Customer from
using, dealing with or in any way exploiting the Works and
to demand the same to be delivered up to the Company by
injunctive or other relief.
11. Periodical work
Where the Customer has contracted with the Company for work
to be produced on a periodical basis a minimum of times
in each calendar year, this Contract may not be terminated
by the Customer unless:-
(i) in the case of weekly, fortnightly or monthly work by
not less than thirteen (13) weeks' written notice; and
(ii) in the case of two-monthly or quarterly work by not
less than sixteen (16) weeks' written notice.
The Company reserves the right to cancel the Contract for
whatever reason at its sole discretion and the same shall
be lawfully terminated by two (2) weeks' notice in writing
by the Company to the Customer.
Payment of the relevant peridocal charge will be owed if
termination does not comply with the above.
1) The Contract is between the Company and the Customer
as principals and shall not be assignable by the Customer.
The Company may at its sole discretion and for whatsoever
reason sub-contract the performance of the Contract in whole
or in part.
2) The Company may at its discretion suspend or terminate
the performance or the supply of any Works if the Customer
fails to make any payment when and as due or otherwise defaults
in any of its obligations under the Contract or any other
agreement with the Company or enters into a Deed of Arrangement
or has a Receiver appointed of the whole or part of its
property or has a petition for winding up presented or fails
to comply with any statutory demand or makes a voluntary
arrangement under the Insolvency Act 1986 or the Company
bona fide believes that any of those events may occur, and
in the case of termination the Company shall be entitled
to forfeit any deposit paid, and thereupon the Customer
shall no longer be in possession of the Works with the Company's
3) Any notice to be given under the Contract shall be given
in writing and shall be sent by first class prepaid letter
post addressed to the receiving party at the last known
address of the recipient (in which event it shall be deemed
to have been given on the second day following the day on
which it was posted) or by facsimile transmission.
4) Clause headings are for information purposes only and
do not form part of these Terms and Conditions.
13. Force Majeure
The Company shall not be liable for any failure in the performance
of any of its obligations under the Contract caused by factors
or circumstances outside its control.
14. Choice of Law
All orders accepted by the Company and any dispute or litigation
arising therefrom shall be governed by English Law and subject
to the exclusive jurisdiction of the English Courts.