Terms and Conditions of Trading

You are judged to have read and understood these conditions. It is a condition of placing an order that you are bound by these terms. Century 23 (hereafter referred to as “Century 23”, “the Company” or “the Seller”) will not be bound by any conditions imposed by the customer (hereafter referred to as the “buyer” or “customer”), unless agreed in writing and signed by all company directors or partners.

Preliminary Work

All preliminary work undertaken whether experimentally or otherwise will be charged at current rates.

Orders

Any contract made between the Company and the Customer (hereinafter called “the Contract”) shall incorporate and be subject to these Conditions; any other terms that the Customer shall seek to incorporate into the Contract are hereby expressly excluded. An order shall be deemed to be accepted by Century 23 on receipt of authorisation whether by fax, e-mail, or verbal. No order of the Customer placed with the Company (whether in response to a quotation or not) shall be binding on the Company unless and until it is accepted by the Company in writing. The Company is not obliged to accept cancellation of accepted orders and may require payment of a cancellation charge before accepting any cancellation. Specifications and price lists are issued for information purposes only, and do not constitute contractual offers for sale; they are subject to alteration or withdrawal without notice.

Priced Samples

Prices quoted in writing are based on current costs of production and, unless otherwise agreed in writing are subject to amendment at any time after authority is given to print, to meet any rise or fall in such costs. The price of the goods shall be in accordance with our official list price for the goods on delivery thereof provided that such price shall be subject to adjustment without notice.

Proofs and Errors

An extra charge will be made for major corrections, amendments, alterations in style or content and for corrected proofs. On request proofs are available for customers approval. No responsibility or liability will be accepted by Century 23 for- (i) any errors after the proofs have been approved by the customer or (ii) for any material for which the customer has given instructions that allow for artists’ license (iii) any errors in spelling or grammar made by our designers where proofs have been submitted to the customer. Any orders taken by telephone will be accepted only at the customer’s own risk. An order form and signature should accompany all orders. Proofs are deemed to have been approved at the point of receipt whether or not a signature has been received. Proofs are not colour calibrated and no responsibility will be accepted for deviations in colour from the proof supplied. Any complaints about services provided or work supplied deemed by the buyer to be the fault of Century 23 should be submitted in writing within 7 days of delivery or receipt of invoice, whichever occurs sooner. After this date all goods and/or services will be deemed to be acceptable for use. Any usage of the goods supplied will be deemed as acceptance of the goods. Century 23 shall only consider financial recompense upon return of the goods in full, or that part of the supply deemed unacceptable.

Payment

Century 23 shall be entitled to invoice the customer for the price of the customer’s order when the order has been completed, whether or not the goods have been collected or delivered to the customer. Payment shall become due upon notification to the customer that the order has been completed. Time shall be of the essence of the Contract in respect of the time of payment. An extra charge may be made where Century 23 agrees with the customer to deliver the goods or expedite the order. In the event of the processing of the customer’s order being suspended or delayed as a result of any act or omission on the part of the customer for a period of 30 days, Century 23 shall be entitled to payment for that part of the work relating to the customer’s order which has been processed. Printing quotes from Century 23 include a print management fee to cover the costs involved in finding customers the best price and process. In the event of cancellation of order the customer agrees to pay Century 23 the print management fees incurred up to the point of cancellation which shall be £50 per hour or 20% of job cost whichever is the greater. If the customer fails to supply requested information for a period exceeding 10 working days, thus preventing the completion of the order, Century 23 will be entitled to invoice for the full amount. If the customer fails to make any payment on the due date then, without prejudice to any other right or remedy available to Century 23, Century 23 shall be entitled: – to cancel the contractor or suspend any further deliveries to the customer; to appropriate any payment made by the customer as Century 23 may think fit (notwithstanding any purported appropriation by the customer); and to charge the customer with all costs and expenses involved in collecting the overdue payment. If credit card details have been used to make previous payments we reserve the right to draw any overdue balance from the card if we are unable to obtain payment by any other method. A Finance Charge will be made on unpaid balances at the rate of 12% per month. This charge will be computed by applying the monthly rate to the statement value at the start of each calendar month, until payment in full is made (a part of a month being treated as a full month for the purposes of calculating interest). The buyer shall be liable to pay same in the event of late payment even after payment of the principal sum, acceptance of which does not absolve the buyer from liability for such interest. Payment with 30-day terms is valid only on submission and approval of the appropriate form, and then only with an account number. 30-day terms are subject to withdrawal at any time. A credit limit of £500 applies for all 30-day accounts and will only be increased upon written application and further approval. Any account exceeding this limit will be judged to be a failed payment, and become due immediately with interest chargeable from the date of invoice. Deliveries of order will be suspended on all overdue accounts. Any cheques returned or stopped will be charged to the customer at £10 per instance, and accounts will be placed immediately on stop.

Delivery

Goods will be delivered by the most economical means by a carrier of our choice. Should the customer specify another means i.e. “overnight AM” the additional charges will be for their account. If the company undertakes to deliver the goods on or before a stated date, it shall use its best endeavours to comply therewith, but in the event of late delivery, the buyer shall not be entitled to vary or cancel the order nor shall Century 23 be liable for any resultant damages consequential or otherwise occasioned by reason of a delay. Customers should specify a business address for delivery. Century 23 shall not be held responsible in cases of a residential address being rejected by the courier or delivery not being made on the day requested due to the address being residential. Any damages caused in transit are the sole responsibility of the carrier and shall be governed by their terms and conditions. Responsibility for all insurance claims resulting shall lie with the client. Century 23 only use couriers who insure goods for their value at point of sale. The signature of any employee or agent of the buyer is proof of receipt. In the event that Century 23 cannot or do not obtain a signature the risk in the goods will nonetheless be born by the client. The buyer will be liable for any additional carriage, storage charges, losses or damages arising if the customer refuses to take delivery of the goods ordered. The Company reserves the right to make partial deliveries. Goods in each delivery or part delivery shall be considered sold under separate contract, which may be invoiced separately. Neither any non-delivery, nor shortages in delivery nor any claim by the Buyer in respect of any delivery or part delivery shall entitle the Buyer to reject any other goods.

LIABILITY.

Century 23 shall not be liable for any indirect or consequential loss or for any loss to the customer arising from third party claims occasioned by any error, failure or delay in completing the order or by delay in delivery, including any alleged loss suffered from cessation of web services due to non-payment and/or due to holding pages posted or comments made stating that web or other services have been ceased due to non-payment. Time shall not be of the essence unless otherwise agreed in writing. Where work is defective for any reason, Century 23 liability (if any) shall be limited to rectifying such defects in so far as Century 23 is reasonably able to do so. Invoices must be settled in full before any consideration to disputes or refunds can be given.

Under or Oversupply

The amount of goods delivered shall be that ordered and stated on the Acknowledgement of Order. Century 23 reserves the right to supply either under or over the ordered amount by 20%. Undersupply shall be subject to a discount based on the proportion supply. Oversupply will not be charged for. When time is at a premium we reserve the right to oversupply to allow for cast-offs. We will usually strip out all bad print, however if we supply faster than our stated turnarounds we may have to leave in cast-offs. In the event of this happening responsibility lies with the client to remove all cast-offs up to 20% of the order.

Quality

Every effort is made to ensure sound material and good workmanship, but all warranties and conditions express or implied as to materials or workmanship, or the satisfactory quality or fitness of goods for any particular purpose, whether such purpose be known to the Seller or not, are excluded. It is accepted that in the event of Monster Flyers performing the service within a faster timescale than our guaranteed one, that there may not be time for adequate quality control and a small proportion of “run-in” work (up to 10%) may be supplied to the client. This is agreed by the client to be no cause for complaint or dispute. In the event of any goods proving defective however, the Seller is prepared at its sole option either: – a) to replace such materials free of charge, at the place of delivery and in the condition originally specified. b) to refund to the Buyer the Contract price of such goods, if required to do so, within a reasonable time, but not later than 12 months from the date of delivery. Any liability is limited to such replacement or refund and does not extend to any other expenditure incurred or to any consequential damages. For this warranty to apply the goods must:- (i) have been accepted and paid for by the Buyer and (ii) be found upon examination by the Seller to be defective, owing to faulty materials or workmanship., The Seller accepts no responsibility for fair wear and tear, incorrect or defective storage, fitting, installation or use, unauthorised reconditioning or repair, accident, neglect, or cause beyond the Seller’s control. This warranty does not cover any defects caused by third party contractors or mistakes in typesetting or logo placement not pointed out in writing by the Buyer. In the event of any such instance, Century 23 undertakes to pursue the matter to the best of its ability with the third party involved. Time will not be of the essence in such matters. Full settlement in any case should consist of the supply of the original order. No refund or cancellation of order is permitted due to third party errors.

Exclusion

Neither the company nor any of its suppliers, associate companies, officials, employees, shall be liable to the buyer or any third party for any loss or damage of any nature which may be suffered in consequence of any failure on the part of the company to deliver any goods timeously or at all or for any defects in goods arising from any other cause whatsoever, and the buyer hereby indemnifies the said parties and holds them harmless against all such claims and undertakes to be solely responsible for the satisfaction of all third party claims.

Offers

All special offers are governed by these and their own terms and conditions. Century 23 reserve the right to cancel any offer at any time without exception. “Beat any quote” offer consist of a promise by Century 23 to beat by a minimum of £10 any quote provided for one of our standard price list items on receipt of a written quotation from another manufacturer. This written quotation must be current, valid, and may not be any special offer itself or a special price agreed for that client. “3 or more” offer applies only to orders from the same company or organisation. In the event of different parties under the same organisational heading approaching Century 23 this shall be considered on individual merit and only if the Company considers the application to be genuine and from one client. A signed price agreement with that client may be required. The guarantee of turnaround times is a courtesy extended to customers solely at our discretion. For the purposes of return times, dates will be calculated on the basis of supply before 12pm midday. Work submitted after 12pm will count as submission the following day. Refunds are subject to individual consideration and withdrawal at any time.

Errors and Omissions

Price lists, acknowledgements, invoices and the like are subject to correction for any errors or omissions.

Customer’s Artwork

Customer’s artwork and any other property supplied to Century 23 by or on behalf of a customer will be held and worked upon at the customer’s own risk. A charge shall be incurred where Century 23 have to adjust artwork not supplied to the guidelines set out by the Company. Any additional work (adding bleeds, relaying artwork, typesetting or downloading fonts, separation etc.) is charged at £50 per hour. Please ensure artwork is print-ready. This will enable us to print your work within the time specified.

Customer’s Own Materials

Century 23 reserve the right to reject any plates, paper or other materials supplied or specified by the customer which in Century 23 sole discretion it considers to be unsuitable. Century 23 reserve the right to make additional charges for any additional costs incurred if such materials are found to be unsuitable during production.

Indemnity

a) The customer shall ensure that he has full authority to reproduce any material in which copyright subsists and Century 23 reserves the right to refuse to undertake any work which infringes, or appears to infringe, the copyright of a third party. b) The customer shall fully indemnify Century 23 against any action, claim, demand, costs, charges and expenses arising from libel, or incurred by reason of any infringement or alleged infringement of any copyright letters patent, registered design trade mark, trade name, industry guidelines or any other intellectual property rights protected in the United Kingdom or any laws for the time in force in the United Kingdom by the publication or use or sale of the goods and against all costs and damages which Century 23 may incur in any action for such infringement for which Century 23 may become liable. c) In the event of any claim being made or action brought against the customer arising out of the matters referred to in this clause, Century 23 shall be promptly notified thereof. d) The customer warrants that any design material, SMS content, or instructions furnished or given by him are not libellous or such as will cause Century 23 to infringe any copyright letters patent, ICTSIS code of conduct, registered designs, trade marks or trade name, or any other intellectual property rights or any legislation for the time being in force in the United Kingdom in the performance of the contract.

Storage

If for any reason the customer is unable to accept delivery or collect the goods at the time when the goods are ready Century 23 shall be under no obligation to store the same. Century 23 may however, at its discretion and if its storage facilities permit, store the goods but at the customer’s risk and the customer shall be liable to Century 23 for the reasonable cost (including insurance) of it so doing.

Risk and Ownership

Ownership of the goods being the subject of this contract shall not pass to the buyer until they are fully paid for, but the risk in the goods shall be borne by the buyer from the date of uplift to the customer or where stored in accordance with ‘storage’ above. Rights of ownership of all artwork and multimedia work remain with Monster Flyers excepting where a specific fee has been paid for the ownership of these services and a certificate has been issued with the invoice. Century 23 always reserve the right to use clients’ artwork and/or printed material within our own marketing material.

Miscellaneous

The buyer shall be liable for all legal costs (including attorney and own costs, collection, commission and tracing agents’ charges) incurred by the company arising out of any breach of the buyer’s part. In the event of any breach on the buyer’s part, the company shall be entitled to cancel the contract and to retain all amounts paid without prejudice to its rights to recover damages. No indulgence, leniency or extension of time which the company may grant or show to the buyer shall in any way prejudice the company or preclude the company from exercising any of its rights in the future.

Cancellation

Subject to the provisions hereof, no contract shall be capable of cancellation.

Force Majeure

Century 23 will make every effort to carry out the customer’s instruction and the resulting contract but shall be under no liability if unable to carry out any provision of the contract for any reason beyond Century 23 control (without limiting the foregoing) including inability to secure labour, materials or supplies, breakdown of rnachinery or malfunctions, or as a result of any Act of God, war, labour dispute, fire, flood, legislation, failure of power supply or any cause beyond Century 23 control. During the continuance of such contingency the customer may by notice in writing to Century 23 elect to terminate the contract and pay for work done up to such notice and for materials used, but subject thereto shall otherwise accept delivery when available.

Jurisdiction

These conditions and all other terms of the contract shall be governed and construed in accordance with the laws of England. Acceptance of the terms herein and all other terms of the contract is a necessary condition of any work entered into with Century 23 and is not subject to approval or examination.

Correspondence

All correspondence should be addressed to Century 23 office at: 27 Camden Park Road, London NW1 9AX