STANDARD TERMS AND CONDITIONS
Pink Evolutions Ltd (“Pink”)
In these terms and conditions:-
"Agreement" means an agreement between Pink and the Customer for the provision of the Services; "Customer" means the person or company entering into an Agreement with Pink; "Force Majeure" means any occurrence beyond the control of the parties including (not limiting the foregoing) acts of God, legislation, war, fire, flood, drought, failure of power supply, lock-out, strike or other industrial action of dispute; "Order" means the Customer's order for the provision of Services by Pink from time to time and any subsequent orders received by Pink from the Customer to which these Terms and Conditions shall apply; "Services" means the provision of painting, coating, print, design, artwork, display and other advertising, copywriting and related consultancy and advice, including any goods or materials in connection therewith; "Specified Services" means the Services to be supplied by Pink to the Customer pursuant to an Order.
These standard Terms and Conditions shall apply to each and every Agreement between Pink and the Customer to the exclusion of all other terms and conditions.
Pink reserves the right to decline or to accept any Order.
3.1 Pink may decline to accept any Order unless signed by a duly authorised person on behalf of the Customer.
4. Preliminary Work
Unless otherwise agreed in writing any preliminary work, whether experimental or otherwise, carried out at the Customer's request shall be charged.
Unless otherwise specified, title and risk shall pass from Pink to the Customer upon delivery of the goods.
Claims arising from loss, damage or delay in transit must be made in writing to Pink and any carrier within three days of delivery.
6. Proofs and visual
Pink shall incur no liability for any errors not corrected by the Customer on drawings, type or artwork submitted to Pink. Customer's alterations and/or additional drawings, type or artwork necessitated may incur an extra charge and extension of lead-time.
7. Technical Specifications and variation in quantities
Pink will use all reasonable endeavours to ensure compliance with any specification given by the Customer but colours, contrasts, balances and hues cannot be guaranteed. Due to the nature of work, we cannot guarantee 100% colour reproductions.
Any claims in respect of technical matters must be made to Pink within 10 days of delivery.
8. Retention of title
8.1 All goods and materials supplied to the Customer by Pink and the copyright therein shall remain the property of Pink until such time as they have been paid for in full, all other goods and materials supplied by Pink to the Customer at any time have been paid for in full and there are no amounts due from the Customer to Pink on any account or in respect of any matter encumbered.
8.2 Title to and all intellectual property rights in any free of charge material supplied to any Customer by Pink shall remain with Pink unless prior agreed in writing.
8.3 Pink shall be entitled to enter upon the premises of the Customer or any third party where goods and materials remaining the property of Pink shall be stored to repossess them at any time pending payments by the Customer to Pink.
9.1 Where Pink produces an estimate or quotation for work the effect is as follows:-
9.1.1 An estimate is Pink's indication, made in good faith, and of the likely charges for carrying out the work concerned based on the information supplied by the Customer at the time the estimate is given. An estimate is subject to revision and does not amount to a contractual commitment on the part of Pink to carry out the Specified Services for that charge. Pink will inform the Customer promptly if it becomes apparent that Pink's charges are likely to exceed any estimate provided.
9.1.2 A quotation is proposed by Pink to carry out specific work for a stated charge. If the Customer accepts that proposal, it then becomes a contractual commitment on the part of Pink. If Pink carries out work in excess of the Specified Services this will be charged at Pink's applicable current rates. Pink reserves the right to make additional charges on the same basis for additional work arising from circumstances known to the Customer when the quotation was accepted but not disclosed to Pink. Pink may also pass on to the Customer any rise in the costs of production occurring after a quotation has been given.
9.2 Pink must ask the Customer, either at the commencement of work on the specified Services or as it progresses to make a payment to Pink on account of Pink's charges. Pink may invoice the Customer at periodic intervals as Pink considers appropriate before completion of the Specified Services.
9.3 Unless the Customer informs Pink to the contrary Pink will assume that it has authority to incur usual or necessary expenses and obligations to third parties in the ordinary course of the provision of the Services, Pink will in any event see the Customer's express agreement before incurring sums which are substantial in the context of the Services in question and Pink's knowledge of the Customer's circumstances. These items will be charged in addition to Pink's charges.
9.4 Where applicable VAT will be added to all charges at the prevailing rate.
Our standard Terms for payment are: 50% deposit with official purchase order or signed off artwork. If Pink has agreed to grant the Customer credit facilities invoices shall be due and payable within thirty days of the date of invoice.
If no credit facilities have been agreed invoices shall be due and payable immediately.
In the case of late payment Pink reserves the right to charge interest at a daily rate equivalent to 4% over the base rate of NatWest Bank plc. from time to time in force such interest shall accrue on the balances outstanding at such a rate after as well as before judgement.
No claims arising out of or in respect of any agreement between Pink and the Customer shall excuse payment when due and no right of set-off shall exist in favour of the Customer.
12.1 The Customer shall use all reasonable endeavours to ensure that adequate instructions are provided to PINK and that all such requests for instructions as may be made by Pink are dealt with promptly to enable Pink to meet any agreed deadlines or timescales.
12.2 Unless Pink has agreed instructions to the contrary all standing matter will be effected or deleted immediately after the Order is executed.
12.3 Pink may refuse any instructions to print or publish any matter, which in its opinion is or may be of an illegal or libellous nature.
13.1 Except as in expressly provided in this Agreement Pink shall have no liability whatsoever (whether in tort, contract or otherwise) towards the Customer except for liability for death or personal injury resulting from direct negligence.
13.2 Pink shall not be liable for the Customer's loss of use, profits, contract, production or revenue or for increased cost of working or business interruption, however caused arising out or in connection with the provision of the services, irrespective of whether such loss, increase, cost of working or business interruption is caused by the sole or concurrent negligence of Pink or the Customer, whether or not foreseeable at the date of contact or by any other act or omission by Pink.
13.3 The Customer hereby indemnifies Pink against all or any liabilities arising from the infringement of copyright, design rights, trade marks or any other intellectual property rights of third parties by any material produced by Pink where the content of such material has been provided by the Customer or where the Customer has not notified Pink that it does not approve the content of such material.
14. Force Majeure
14.1 If either party, by reason of Force Majeure, is rendered unable, wholly or in part to carry out obligations hereunder, then upon notice of such Force Majeure to the other, given within 10 days after the party claiming relief becomes aware of the occurrence thereof, the obligations of the parties shall be suspended for the period during which such Force Majeure shall continue provided that the party affected:-
14.1.1 Shall use all reasonable endeavours to minimise the effects of any such Force Majeure; and
14.1.2 Shall not be released by reason of Force Majeure from any obligation to indemnify or make any payment due hereunder.
Pink may vary the terms of this contract from time to time provided that the Customer is not prejudiced as a result thereof Pink will provide at least 14 days’ notice of any variation.
16.1 The Customer shall not assign its rights under any contract with PINK without the express permission in writing of Pink.
16.2 Pink may assign, sun-contract or sub-let any contract with the Customer or part thereof at any time.
17. Copyright and Confidentiality
17.1 Subject to 17.2 below, copyright in these terms and conditions and in all documents, designs, text or other materials produced by or on behalf of Pink in connection with this Agreement shall remain with Pink.
17.2 Subject to the provisions of clause 8 all Intellectual Property Rights in the content of the Specified Services, which are particular to the Customer shall vest in the Customer provided always that the Customer is not in default in any of its obligations under this Agreement.
17.3 Neither party shall, without prior written consent of the other, disclose to any third party or otherwise make use of any confidential information which has come into its possession or which may in the course of the Agreement come into its possession relating to the other party.
17.4 The obligations contained in this clause shall continue notwithstanding any termination of this Agreement.
If the Customer being an individual becomes bankrupt or being a company goes into liquidation, administration or administrative receivership or has a receiver of any its assets appointed or ceases or threatens to carrying on business Pink shall be entitled to cancel any outstanding contract or suspend further deliveries without liability to the Customer and if goods have been delivered or services rendered and not paid for the full price shall become immediately due.
No indulgence shown Pink to the Customer shall prevent PINK subsequently insisting upon its rights and remedies under this Agreement.
Any notice given pursuant to this Agreement shall be writing and may be served by personal delivery, electronic mail, facsimile transmission, pre-paid recorded delivery or registered post to the addressee at its registered office for the time being and shall be deemed to have been received:-
a) in the case of personal delivery, facsimile transmission or electronic mail at the time of delivery or sending as appropriate;
b) In the case of recorded delivery or registered post, 48 hours from the time of posting.
21. Dispute Resolution
If the Customer is dissatisfied with any Services or wishes to make a complaint, this should be raised with the Account Manager concerned in the first instance. If the complaint remains unresolved after the discussion it should be referred to Pink's Managing Director.
22.1 This Agreement constitutes the entire Agreement between the parties with respect to the subject matter of this Agreement and supersedes and extinguishes any representations and understandings previously given or made, other than those contained herein, and no variation shall be effected unless contained in a written document which is dated and refers to this Agreement and its date, identifies the clause or clauses which are to be varied and has been signed by a PINK Director and countersigned by an authorised representative of the Customer.
22.2 Headings in this Agreement are inserted for convenience only and shall not affect the interpretation of any of its provisions.
22.3 This Agreement shall be construed and governed in all respects in accordance with the laws of England and any disputes or differences shall be subject to the exclusive jurisdiction of the English Courts.