Terms and conditions of sale
1) The “Seller” means Looker Marketing Communications Ltd and shall be construed where applicable to include all servants, agents and subcontractors of that company. The “Buyer” means the person, partnership or company purchasing the services and goods from the Seller. The “services and goods” means the design work, artwork, typesetting, copywriting, photography, printing, materials, items and labour including management to be supplied by the Seller subject to this contract.
2) These conditions shall form the basis of a contract under which we undertake to carry out the work specified in our quotation. In the event of any conflict between these conditions and any conditions retained in our quotation, the latter shall prevail. Acceptance of our quotation constitutes your consent to these conditions and excludes any other conditions, whether expressed or implied, which are inconsistent with them. No variation of these conditions shall be incorporated into the contract unless expressly accepted in writing by the Seller.
3) Any forms of discounts, retentions and/or penalties shall not apply unless a written contract between the Seller and the Buyer has been signed by the Managing Director of the Seller. Any terms and conditions the Buyer wishes to include in the contract must also be signed by the Managing Director of the Seller otherwise no claims may be made against the Seller under the Buyers terms and conditions.
4) The Seller’s quotation, unless either previously withdrawn orally or in writing is valid for 30 days from the date thereof and is subject to the Seller’s acceptance of the Buyer’s order.
5) The Seller’s quotation includes only such services and goods as are specified thereon.
6a) Unless otherwise agreed in writing, the buyer shall pay the contract price of the services and goods and any other costs, charges or expenses provided for by these conditions within 14 days from the date of the Seller’s invoice, but the Seller reserves the right to require payment before commencing the work quoted for or before delivery. Any queries about invoices must be made in writing within seven days of receipt of invoice.
b) Any invoice not paid in accordance with the foregoing shall be liable to interest on the unpaid amount thereof at the rate of 3% per annum above the Bank of England base rate as it may stand from time to time.
7a) Delivery dates shall not be of essence to the contract.
b) Failure by the Seller to make delivery on any particular date shall not entitle the Buyer either to cancel the order or the delivery or to repudiate this contract or to claim for any expenses, loss of profit or any other consequential loss or damage whatsoever.
8) If the Seller is prevented from performing the contract by any cause beyond it’s reasonable control whatsoever and wheresoever arising then it may by written notice to the Buyer determine the contract. In such event the Buyer shall pay to the Seller all reasonable costs incurred by the Seller at the date of such notice in and about its partial and or attempted performance of its obligations hereunder but subject thereto neither the Seller not the Buyer shall be under any liability whatsoever to the other in connection with this contract. (Also see 19 “Force Majeure).
9) Where existing material is to be used in connection with the services and goods such material must be in good condition and suitable for the use for which it is intended and the buyer shall be fully and solely responsible for ensuring same. Notwithstanding the foregoing, in the event that the Seller deems that such material or any part thereof requires any replacement such replacement(s) shall be made at the cost to the Buyer.
10a) The Seller reserves the right to carry out any part of its obligations hereunder through agents and or to subcontract the whole or any part of it’s obligations.
b) The Buyer shall not instruct or request the Seller to carry out or implement any variation to the contracted works without the written consent of an authorised representative (excluding any agent or subcontractor of the Seller) and the Buyer indemnifies (and shall keep so indemnified) the Seller in full against any claim resulting from any such variation (whether or not arising out of the negligence of the Seller, its servants or subcontractors). In the event that such variation is agreed the Buyer shall make such payment in respect thereof as the Seller may reasonably demand.
11a) The Buyer shall not be entitled to withhold payment of any amount payable as a retention or because of any disputive claim by the Buyer against the Seller, nor shall the Buyer be entitled to set off against any amount payable any monies which are not presently payable by the Seller or for which the Seller disputes liability.
b) The Seller may (without prejudice to its other rights against the Buyer) by notice in writing summarily suspend or terminate the contract in the event the Buyer shall permit any judgement to be taken or levied against it, or (being a corporation) go into liquidation whether voluntary, compulsory or under supervision or suffer a Receiver to be appointed, or (being a partnership or individual) enter into any agreement with or for the benefit of its creditors or having a Receiving Order in Bankruptcy made against it or be in breach of this contract.
12a) Except as otherwise stated in writing no conditions or warranty, either statutory or otherwise expressed or implied, shall be deemed to be incorporated into any contract and any form of liability on the part of the Seller for loss of profits, loss of orders, expenses and any consequential loss or damage is hereby excluded. Once the Buyer instructs the Seller to proceed to artwork or print the Buyer accepts that any proofs previously presented by the Seller for inspection are correct and acceptable. The onus passes to the Buyer to ensure that proofs are inspected. Corrections or alterations made at the request of the Buyer shall be made at the expense of the Buyer.
12b)Any complaint about work carried out by the Seller, must be made in writing within seven working days of delivery.
13) All risks in the services or goods shall pass to the buyer upon delivery or deemed delivery as herein defined.
14a) Notwithstanding the above condition, the property in the goods shall remain with the Seller until full payment of all monies owed to it by the Buyer in respect of this contract have been received. Copyright and designright, including intellectual copyright on all creative work remains with the Seller. The Buyer is only licensed to use the creative work including artwork, copy and images for the one-off purpose described in the quotation and subsequent contract. Additional usage will be charged extra.
b) Until full payment as aforesaid has been made the Buyer shall hold the goods, the property of which is vested in the Seller, only as an agent for the Seller and will store the goods at no cost to the Seller so that they are clearly identified as belonging to the Seller.
c) Until full payment as aforesaid for the goods the Buyer may sell or distribute the same in the course of its business (but not otherwise) and the proceeds of such sale or the Buyers claim for such proceeds shall be held by the Buyer as agent for the Seller until such payment is made as aforesaid and the Seller’s property in the goods aforesaid shall be transferred from the goods to the proceeds of such resale or the claim for such proceeds and shall attach thereto until full payment has been made.
d) If the Buyer shall enter into liquidation or Receivership or composition with its creditors or upon any breach by the Buyer of any of its obligations under the contract or suffer judgement to be levied against it the Seller may (without prejudice to any of its other rights and remedies) by notice in writing revoke the Buyer’s authority to sell or distribute the goods as aforesaid and enter into any land or building (and shall be deemed to do so at the request of the Buyer) to recover the goods and to take all necessary steps to enable the Seller to recover and dispose of any or all of such goods.
15) The Seller shall be under no obligation other than to transfer such title as it has in the goods.
16) The Buyer shall indemnify the Seller against all claims (including the cost of legal proceedings) for the death or any injury to any person or for the damage to or any loss of of any property made by any person against the Seller either under any statute or at common law which may arise out of or be in any way connected with the execution of the contracted work except where the same is due to the negligence, omission or default of the Seller.
17) The invalidity or unenforceability for any reason of any clause or sub-clause of this contract shall not prejudice or affect the validity or enforceability of the remainder.
18) Any notice consent or the like required to be given under this contract shall be in writing and shall be sent by first class prepaid post to the addressee of such notice in the case of a company at its registered office for the time being and in the case of a firm to its last known trading address and in the case of an individual to his last known residential address or at such address as shall for that purpose be notified to the other party and every such notice consent or the like shall be deemed to have been given two days after same was posted. In proving service it shall be sufficient to prove the notice was properly addressed and stamped and posted.
19) Force Majeure
“Force Majeure Event” means the occurrence of:
(a) disruption of electricity supply or internet outage
(b) an act of war (whether declared or not), hostilities, invasion, act of foreign enemies, terrorism or civil disorder;
(c) specific incidents of exceptional adverse weather conditions in excess of those required to be designed for in this contract which are materially worse than those encountered in the relevant places at the relevant time of year during the twenty (20) years prior to the effective date;
(d) tempest, earthquake or any other natural disaster of overwhelming proportions
(e) other unforeseeable circumstances beyond the control of the Parties against which it would have been unreasonable for the affected party to take precautions and which the affected party cannot avoid even by using its best efforts, which in each case directly causes either party to be unable to comply with all or a material part of its obligations under this contract.
19b) Neither party shall be in breach of its obligations under this contract (other than payment obligations) or incur any liability to the other party for any losses or damages of any nature whatsoever incurred or suffered by that other (otherwise than under any express indemnity in this contract) if and to the extent that it is prevented from carrying out those obligations by, or such losses or damages are caused by, a Force Majeure Event except to the extent that the relevant breach of its obligations would have occurred, or the relevant losses or damages would have arisen, even if the Force Majeure Event had not occurred.
19c). As soon as reasonably practicable following the date of commencement of a Force Majeure Event, and within a reasonable time following the date of termination of a Force Majeure Event, any Party invoking it shall submit to the other Party reasonable proof of the nature of the Force Majeure Event and of its effect upon the performance of the Party’s obligations under this Agreement.
19d) The Seller shall, at all times, take all reasonable steps within their respective powers and consistent with Good Operating Practices (but without incurring unreasonable additional costs) to:
(a) prevent Force Majeure Events affecting the performance of the Company’s obligations under this contract;
(b) mitigate the effect of any Force Majeure Event; and
(c) comply with its obligations under this Agreement.
The Parties shall consult together in relation to the above matters following the occurrence of a Force Majeure Event.
19e) Should paragraph 19a apply as a result of a single Force Majeure Event for a continuous period of more than 15 days then the parties shall endeavour to agree any modifications to this contract (including but without limitation, determination of new tariffs (if appropriate) which may be equitable having regard to the nature of the Force Majeure Event and which is consistent with the Statutory Requirements.
20) No waiver by the Seller of any of the requirements hereof or any of its rights hereunder shall release the Buyer from full performance of its remaining obligations. This contract shall be construed according to and governed by the laws of England and any dispute shall be referred to the English Courts.
21) Free marketing audit: To qualify for a free marketing audit, you would need to agree to a face-to-face meeting at a mutually convenient location or alternatively by Zoom or similar. We shall then complete a questionnaire together about your current marketing for one brand only. This questionnaire should normally take approximately 1 hour to complete. All information received from you will be treated in the strictest confidence. We will assess your answers to ascertain whether your marketing is fully optimised to achieve your desired objectives and will respond with recommendations. These will be in the form of a written proposal emailed to you afterwards and at our earliest possible convenience. There is no obligation on your part to subsequently take up services from us – but of course we would love it if you did!