1. Definitions

1.1     “Printer” shall mean KC Print Limited its successors and assigns or any person acting on behalf of and with the authority of KC Print Limited.

1.2     “Client” shall mean the person or entity described as such on the invoices, application for credit, quotation, work authorisation or any other forms to which these terms and conditions apply, and shall mean any person acting on behalf of and with the authority of such person or entity.

1.3     “Guarantor” means that person (or persons), or entity, who agrees to be liable for the debts of the Client on a principal debtor basis.

1.4     “Goods” shall mean Goods supplied by the Printer to the Client (and where the context so permits shall include any supply of Services as hereinafter defined) and are as described on the invoices, quotation, work authorisation or any other forms as provided by the Printer to the Client.

1.5     “Services” shall mean all services supplied by the Printer to the Client and includes any advice or recommendations (and where the context so permits shall include any supply of Goods as defined above).

1.6     “Price” shall mean the cost of the Goods and/or Services as agreed between the Printer and the Client subject to clause 3 of this contract.

2. Acceptance

2.1     Any instructions received by the Printer from the Client for the supply of Goods and/or Services and/or the Client’s acceptance of Goods and/or Services supplied by the Printer shall constitute acceptance of the terms and conditions contained herein.

2.2     Where more than one Client has entered into this agreement, the Clients shall be jointly and severally liable for all payments of the Price.

2.3     Upon acceptance of these terms and conditions by the Client the terms and conditions are irrevocable and can only be amended with the written consent of the Printer.

2.4     The Client undertakes to give the Printer at least fourteen (14) days notice of any change in the Client’s name, address and/or any other change in the Client’s details.

2.5     Orders cannot be cancelled once they have been placed. No refunds shall be given to against order payments.

3. Price And Payment

3.1     At the Printer’s sole discretion the Price shall be either;

a)   as indicated on invoices provided by the Printer to the Client in respect of Goods and/or Services supplied; or

b)   the Printer’s quoted Price (subject to clause 3.2) which shall be binding upon the Printer provided that the Client shall accept the Printer’s quotation in writing within thirty (30) days.

3.2     The Printer reserves the right to change the Price in the event of a variation to the Printer’s quotation.

3.3     The Printer’s quotation does not include work, time or charges outside the scope of the work detailed.

3.4     When quotations are based on specifications, roughs, layouts, samples or dummies or printed, typewritten or other good copy, any extra work or cost caused by any variation by the Client of his original instructions or by the manuscript copy being, in the Printer’s opinion, poorly prepared or by the Client’s requirements being different from those originally submitted or described may be charged to the Client and shown as extras on the invoice.

3.5     Once accepted by the Client, the Printer’s written quotation shall be deemed to interpret correctly the Client’s instructions, whether written or verbal. Where verbal instructions only are received from the Client, the Printer shall not be responsible for errors or omissions due to oversight or misinterpretation of those instructions under any circumstances whatsoever.

3.6     All work carried out whether experimentally or otherwise at the Client’s request will be charged to the Client.

3.7     Any tabulated work and/or foreign language included in the job but not contained in the manuscript originally submitted for the purpose of estimating may be charged to the Client and shown as extras on the invoice.

3.8     All extra work caused by author’s corrections including resetting and/or the over-running of composition may be charged to the Client and shown as extras on the invoice.

3.9     Unless otherwise agreed, the Client shall bear the cost of fonts, or colour proofs, or artwork, specially bought at his request for his work.

3.10   When style, type or layout is left to the Printer’s judgement, then the Client makes further alterations to the copy this will be invoiced as an extra.

3.11   Time for payment for the Goods and/or Services shall be of the essence and will be stated on the invoice or any other forms. If no time is stated then payment shall be due thirty (30) days following the date of the invoice.

3.12   Payment will be made by cash, or by cheque, or by direct credit, or by any other method as agreed to between the Client and the Printer.

3.13   VAT and other taxes and duties that may be applicable shall be added to the Price except when they are expressly included in the Price.

4. Delivery Of Goods

4.1     At the Printer’s sole discretion delivery of the Goods and shall take place when;

a)   the Client takes possession of the Goods at the Printer’s address, or

b)   the Client takes possession of the Goods at the Client’s address (in the event that the Goods are delivered by the Printer or the Printer’s nominated carrier); or

c)   the Client’s nominated carrier takes possession of the Goods in which event the carrier shall be deemed to be the Client’s agent.

4.2     At the Printer’s sole discretion the costs of delivery are in addition to the Price.

4.3     The Client shall make all arrangements necessary to take delivery of the Goods whenever they are tendered for delivery. In the event that the Client is unable to take delivery of the Goods as arranged then the Printer shall be entitled to charge a reasonable fee for redelivery.

4.4     The failure of the Printer to deliver shall not entitle either party to treat this contract as repudiated.

4.5     The Printer shall not be liable for any loss or damage whatever due to failure by the Printer to deliver the Goods and/or Services (or any of them) promptly or at all.

5. Risk

5.1     If the Printer retains ownership of the Goods nonetheless, all risk for the Goods passes to the Client on delivery.

5.2     If any of the Goods are damaged or destroyed following delivery but prior to ownership passing to the Client, the Printer is entitled to receive all insurance proceeds payable for the Goods. The production of these terms and conditions by the Printer is sufficient evidence of the Printer’s rights to receive the insurance proceeds without the need for any person dealing with the Printer to make further enquiries.

6. Title

6.1     It is the intention of the Printer and agreed by the Client that ownership of the Goods shall not pass until:

a)   the Client has paid all amounts owing for the particular Goods, and

b)   the Client has met all other obligations due by the Client to the Printer in respect of all contracts between the Printer and the Client.

6.2     Receipt by the Printer of any form of payment other than cash shall not be deemed to be payment until that form of payment has been honoured, cleared or recognised and until then the Printer’s ownership or rights in respect of the Goods shall continue.

6.3     It is further agreed that:

a)   where practicable the Goods shall be kept separate and identifiable until the Printer shall have received payment and all other obligations of the Client are met; and

b)   until such time as ownership of the Goods shall pass from the Printer to the Client the Printer may give notice in writing to the Client to return the Goods or any of them to the Printer. Upon such notice the rights of the Client to obtain ownership or any other interest in the Goods shall cease; and

c)   the Printer shall have the right of stopping the Goods in transit whether or not delivery has been made; and

d)   if the Client fails to return the Goods to the Printer then the Printer or the Printer’s agent may enter upon and into land and premises owned, occupied or used by the Client, or any premises as the invitee of the Client, where the Goods are situated and take possession of the Goods; and

e)   the Client is only a bailee of the Goods and until such time as the Printer has received payment in full for the Goods then the Client shall hold any proceeds from the sale or disposal of the Goods on trust for the Printer; and

f)    the Client shall not deal with the money of the Printer in any way which may be adverse to the Printer; and

g)   the Client shall not charge the Goods in any way nor grant nor otherwise give any interest in the Goods while they remain the property of the Printer; and

h)   the Printer can issue proceedings to recover the Price of the Goods sold notwithstanding that ownership of the Goods may not have passed to the Client; and

i)    until such time that ownership in the Goods passes to the Client, if the Goods are converted into other products, the parties agree that the Printer will be the owner of the end products.

7. Client’s Disclaimer

7.1     The Client hereby disclaims any right to rescind, or cancel the contract or to sue for damages or to claim restitution arising out of any misrepresentation made to the Client by the Printer and the Client acknowledges that the Goods and/or Services are bought relying solely upon the Client’s skill and judgment.

8. Defects

8.1     The Client shall inspect the Goods on delivery and shall within two (2) working days notify the Printer of any alleged defect, shortage in quantity, damage or failure to comply with the description or quote. The Client shall afford the Printer an opportunity to inspect the Goods within a reasonable time following delivery if the Client believes the Goods are defective in any way. If the Client shall fail to comply with these provisions the Goods shall be presumed to be free from any defect or damage. For defective Goods, which the Printer has agreed in writing that the Client is entitled to reject, the Printer’s liability is limited to either (at the Printer’s discretion) replacing the Goods or repairing the Goods.

8.2     The Printer takes care to deliver a high quality product that complies fully with the specification defined and approved by the Client. The Printer accepts that despite thorough testing at multiple levels coding errors causing faults may occur after final delivery, such errors will not be accepted as defects.

8.3     Goods printed or made to special order, Client specification or non-catalogue items will not be accepted for credit or return under any circumstances whatsoever.

8.4     While every effort will be taken by the Printer to match PMS colours, the Printer will take no responsibility for any variation due to substrates, half tones and/or detailed graphics between sale samples (including but not limited to virtual or physical samples) and the final product.

8.5     The Printer shall not be held liable for inks wearing off through general wear and tear.

8.6     The Printer shall be under no liability whatever to the Client for any variation (beyond the reasonable control of the Printer) in colours between the approved prototype and the finished Goods.

8.7     No Goods shall be accepted for return except in accordance with 8.1 above.

9. Warranty

9.1     To the extent permitted by statute, no warranty is given by the Printer as to the quality or suitability of the Goods for any purpose and any implied warranty is expressly excluded. The Printer shall not be responsible for any loss or damage to the Goods, or caused by the Goods, or any part thereof however arising

10. Artwork and Samples

10.1   Artwork is an additional charge if graphics / logos / pictures are not supplied to the Company ready for print by the Customer.

10.2   The quality finished product graphics is dependant on the quality of the artwork provided by the Customer. The Customer hereby accepts that if an image is supplied by them that is of insufficient file size to the print size the finished product will be substandard.

10.3   The Company accepts no responsibility whatsoever for the quality of the finished product when the artwork is supplied by the Customer.

10.4   The Printer is under no obligation to provide samples of Goods ordered other than by virtual (computerised) sample. Whilst every effort will be taken by the Printer to match virtual colours with physical colours, the Printer will take no responsibility for any variation between virtual sale samples and either the virtual sale sample displayed on the Client’s computer and/or the final product. Should a physical sample be required this will be provided on request by the Client and will be charged for as an extra including return freight, the charge will be contra against final invoice.

11. Sale of Goods Act 1893 and Sale of Goods and Supply of Services Act 1980

11.1   This agreement is subject to the provisions of the Sale of Goods Act 1893 and the Sale of Goods and Supply of ServicesAct 1980 in all cases except where the Client is contracting within the terms of a trade/business (which cases are specifically excluded).

11.2   Notwithstanding clause 10.1 nothing in this agreement is intended to have the effect of contracting out of any applicable provisions of the Sale of Goods Act 1893 (in particular sections 12-15), or the Sale of Goods and Supply of ServicesAct 1980, or any laws or legislation governing the rights of consumers, except to the extent permitted by those Acts laws or legislation.

11.3   In particular where the Client buys Goods and/or Services as a consumer the provisions of Clauses 8 and 9 above shall be subject to any laws or legislation governing the rights of consumers.

12. Intellectual Property

12.1   Where the Company has designed or drawn Goods for the Customer, then the copyright in those designs and drawings shall remain vested in the Company, and shall only be used by the Customer at the Company’s discretion.

12.2   Where any designs or specifications have been supplied by the Customer for manufacture by or to the order of the Company then the Customer warrants that the use of those designs or specifications for the manufacture, processing, assembly or supply of the Goods shall not infringe the rights of any third party and will not cause the Company to infringe any patent, registered design or trademark in the execution of the Customers order.

12.3   The Customer shall indemnify the Company against any claims by third parties for patent, trademark, design or copyright infringement, directly or indirectly arising out of the design, workmanship, material, construction, or use of the Goods or any other deficiency therein. Where the Customer has supplied drawings, sketches, files or logos to the Company, the Customer warrants that the drawings, sketches, files or logos do not breach any patent, trademark, design or copyright.

12.4   The Company may grant the Customer a licence to use the Intellectual Property referred to in clause 11.1 in relation solely to the operation of the Customer’s business however, the Customer shall not use nor make copies of such Intellectual Property in connection with any work or business other than the work or business specified in writing to the Company unless express approval is given in advance by the Company. Such licence shall terminate on default of payment or any other terms of this agreement by the Customer.

12.5   Drawings, sketches, painting, photographs, designs or typesetting furnished by the Printer, dummies, models or the like devices made or procured and manipulated by the Printer and negatives, positives, blocks, engravings, stencils, dies, plates or cylinders made from the Printer’s original design, or from a design furnished by the Client, remain the exclusive property of the Printer unless otherwise agreed upon in writing.

12.6   Sketches and dummies submitted by the Printer on a speculative basis shall remain the property of the Printer. They shall not be used for any purpose other than that nominated by the Printer and no ideas obtained there from may be used without the consent of the Printer. The Printer shall be entitled to compensation from the Client for any unauthorised use of such sketches and dummies.

12.7   The Client shall have no right or title to data stored by the Printer on disks or any other electronic form of storage but after a Printer agrees to duplicate or transfer stored electronic or like media for use by a Client or other parties authorised to obtain that data, he shall have the right to charge for those services.

12.8   Disks, artwork and film supplied by the Client and/or other authorised persons remain the property of the Client. Unless otherwise indicated in writing the Printer shall assume these disks, artwork and film to be duplicate copies of the original.

12.9   Where the Printer has designed or drawn Goods for the Client then the Client undertakes to acknowledge the Printer’s design or drawings in the event that images of the Goods are utilised in advertising or marketing material by the Client.

12.10  The Client hereby authorises the Printer to utilise images of the Goods designed or drawn by the Printer in advertising, marketing, or competition material by the Printer.

13. Default and Consequences of Default

13.1   Interest on overdue invoices shall accrue from the date when payment becomes due daily until the date of payment at a rate of 2.5% per calendar month and such interest shall compound monthly at such a rate after as well as before any judgment.

13.2   If the Client defaults in payment of any invoice when due, the Client shall indemnify the Printer from and against all costs and disbursements incurred by the Printer in pursuing the debt including legal costs on a solicitor and own client basis and the Printer’s collection agency costs.

13.3   Without prejudice to any other remedies the Printer may have, if at any time the Client is in breach of any obligation (including those relating to payment), the Printer may suspend or terminate the supply of Goods and/or Services to the Client and any of its other obligations under the terms and conditions. The Printer will not be liable to the Client for any loss or damage the Client suffers because the Printer exercised its rights under this clause.

13.4   If any account remains overdue after thirty (30) days then an amount of the greater of €20.00 or 10.00% of the amount overdue (up to a maximum of €200) shall be levied for administration fees which sum shall become immediately due and payable.

13.5   Without prejudice to the Printer’s other remedies at law the Printer shall be entitled to cancel all or any part of any order of the Client which remains unperformed in addition to and without prejudice to any other remedies and all amounts owing to the Printer shall, whether or not due for payment, become immediately payable in the event that:

a)   any money payable to the Printer becomes overdue, or in the Printer’s opinion the Client will be unable to meet its payments as they fall due; or

b)   the Client becomes insolvent, convenes a meeting with its creditors or proposes or enters into an arrangement with creditors, or makes an assignment for the benefit of its creditors; or

c)   a receiver, manager, liquidator (provisional or otherwise) or similar person is appointed in respect of the Client or any asset of the Client.

14. Security and Charge

14.1   Despite anything to the contrary contained herein or any other rights which the Printer may have howsoever:

a)   where the Client and/or the Guarantor (if any) is the owner of land, realty or any other asset capable of being charged, both the Client and/or the Guarantor agree to mortgage and/or charge all of their joint and/or several interest in the said land, realty or any other asset to the Printer or the Printer’s nominee to secure all amounts and other monetary obligations payable under the terms and conditions. The Client and/or the Guarantor acknowledge and agree that the Printer (or the Printer’s nominee) shall be entitled to lodge where appropriate a caveat, which caveat shall be released once all payments and other monetary obligations payable hereunder have been met.

b)   should the Printer elect to proceed in any manner in accordance with this clause and/or its sub-clauses, the Client and/or Guarantor shall indemnify the Printer from and against all the Printer’s costs and disbursements including legal costs on a solicitor and own client basis.

Company reg No. 302898

VAT No. 6322898E