Definitions: The ‘Company’ means MD Digital Services (UK) Ltd (T/A X-Media). The ‘Designer’ means the artist employed or contracted by MD Digital Services to carry out the work. The ‘Client’ means the person, persons or firm as stated overleaf. ‘Brief’ means the work and services to be performed by the ‘Company’ for the ‘Client’ set out in the quotation together with any alterations or extras thereto requested or required by the ‘Client’ after the date of quotation.
Preliminary work designs, models, samples and other work produced at the Client’s request, will be charged for.
Estimates and Orders: Estimates are given and orders accepted subject to our ability to procure materials, labour and transport at the rates prevailing at the date of estimate. Any increase in wage rates, prices of materials, or alternative materials that it may be necessary to substitute or of transport arising after an estimate and before delivery, shall be charged to the Client. Where estimated dates of delivery are given they shall be subject to availability and delivery of materials. All estimates are subject to variation if not accepted within thirty days.
Orders: Acceptance of an estimate shall be in writing signed by the ‘Client’ or his authorised agent. In the absence of such written confirmation our written acknowledgement of verbal instructions shall be deemed to be the Clients’ written order.
If any goods are to be supplied or work to be done in accordance with designs, specification, or patterns to be supplied by the ‘Client’, the ‘Client’ shall supply the same in reasonable time to permit completion of all deliveries by the promised date (if any). We shall not be liable for delays in completion of work or delivery arising from the Clients’ failure or delay in approving estimates or preliminary work. Due to unforeseen circumstances time is not of the essence to this contract.
Alterations: The ‘Company’ may submit proofs of all work to the ‘Client’ for approval and the ‘Company’ shall incur no liability for or in respect of any errors not corrected by the ‘Client’ in proofs so submitted. Any additional cost arising from the Client’s alterations or corrections after approval of artwork or sample or after production has commenced may be charged to the Client.
Call off Items: MD Digital Services agree to hold stock items on a call off system for a maximum period of 1 year unless otherwise agreed. All items that exceed this time limit will be delivered and invoiced accordingly without warning to the client.
Delivery: Unless otherwise stated in writing, estimates are given and orders accepted upon the terms that delivery be ex works and the price shall be nett and exclusive of packing materials, cost of packing, handling, loading, transport or carriage.
Expedited delivery: If the ‘Client’ shall require delivery sooner than the normal time required for production the ‘Client’ shall pay any extra cost of overtime or other additional cost incurred.
Instalment deliveries: In the case of goods to be supplied or work to be done by instalments any objection by the ‘Client’ to defects in or default in relation to one instalment shall not affect the contract in respect of any further instalments or the due balance remaining under the contract.
Claims: Any complaints or claims as to quality or quantity of goods supplied or work done shall be made in writing within seven days of the delivery of such goods or the execution of such work and there shall be no liability for any claims not so made within this period.
Client’s property: Client’s property when supplied will be held at Client’s risk. Every care will be taken to secure the best results where materials are supplied by Client’s, but responsibility will not be accepted for imperfect work caused by defects in or unsuitability of materials so supplied.
Consequential loss: Responsibility will not be accepted for consequential loss or damage howsoever arising.
Copyright: The ‘Client’ is wholly responsible for the Copyright on any artwork/pictures/graphics which they provide to be used on new artwork and/or printed goods. The ‘Client’ shall indemnify us against all claims, actions, penalties, damages, costs and expenses for which we may become liable, or which we may incur through anything done by them in the execution of any contract with the ‘Client’ involving a breach of any Patent, Registered Design, Trade Mark, or Copyright, or any Government or other Regulation. Copyright in all preliminary designs by the ‘Company’ and in all work and matter produced by the ‘Designer’ as part of the brief shall remain the property of The “Company” who shall reserve the right to approve the quality and use of such designs as processed for various media.
Force majeure: The performance of all contracts is subject to variation, suspension or cancellation arising from any Act of God, War, Strikes, Lock-outs, National Emergency, Fire, Flood, Drought, Shortage of Fuel or Power, the inability to obtain supplies of materials or articles, or any other causes whatsoever beyond the control of the Company.
Cancellation of contracts: In the event of any contract (whether oral or in writing) between the ‘Client’ and the ‘Company’ being suspended or cancelled by reason of conditions arising from an Act of God, War, Strikes, Lock-Outs, National Emergency, Fire, Flood, Drought, Shortage of Fuel or Power or any other cause beyond our control we shall be entitled to payment for work done up to the date of such suspension or cancellation, and for all materials purchased and sub-contracts placed relative to such contracts.
If a ‘Client’ ceases to pay his debts in the ordinary course of business or commits any act of bankruptcy, then and in any such case the ‘Company’ shall without prejudice to other remedies have the right not to proceed further with the brief or any other work for the ‘Client’ and be entitled to charge for all work already carried out and materials purchased for the ‘Client’ such charge to be a debt immediately due to the Company.
Illegal Matter: The ‘Company’ shall not be required to work on or in connection with any matter which in the Company’s opinion is or may be of an illegal or defamatory nature or an infringement of the proprietory rights or other rights of any third party. The ‘Client’ shall indemnify the ‘Company’ against and in respect of any action claim demand damages costs charges or expenses arising from or incurred by reason of any defamatory matter contained in or otherwise relating to the brief or any infringement or alleged infringement by the ‘Designer’ while engaged on or in connection with the brief of any letters patent registered design, copyright trademark or trade name protected in the United Kingdom such indemnity to extend to any amounts paid by the ‘Company’ on legal advice in settlement of any such claim as aforesaid.
Terms of payment: Unless otherwise specified payment for orders shall be made within 30 days from date of invoice. Save where the ‘Client’ is not contracting in the course of a business nor holding himself out as so doing the ‘Company’ reserves the right to charge the amount of any value added tax payable or whether or not included in the quotation.
A 2.5% charge will be incurred for all credit card payments with the exception of visa debit card.
These terms and conditions shall apply to all contracts.
We may deliver a quantity of up to 10 per cent greater or 10 per cent less than the Client’s stipulated quantity without any liability whatsoever except that the price charged shall be for the delivered quantity at the unit rate applicable to the stipulated quantity.
Overdue Accounts & Recovery: The ‘Company’ may apply interest to all balances outstanding from date of invoice. Such interest to be calculated on a daily basis at a rate in accordance with Section 69 of the County Court Act 1984 at 8%.
In the event of there being a necessity for the institution of legal proceedings for recovery of overdue monies then the full legal costs of recovery will be aggregated with the debt for which the proceedings will be instituted.
The ‘Company’ shall reserve the right to demand payment in advance.
In the event of a dishonoured cheque, the ‘Company’ shall charge £30.00 to cover administration and bank costs.
Sale of Goods: Any and All goods supplied by the ‘Company’ remain the property of the ‘Company’ until Any and All sums of money owed by the ‘Client’ have been paid in full.
For all purposes the ‘Client’ hereby grants to the ‘Company’ an irrevocable lien on the goods until the price is paid and permits the ‘Company’ access to recover the goods, wheresoever they are situated.
Without prejudice to the foregoing, the ‘Company’ may maintain an action against the ‘Client’ for any loss and damage suffered in consequence of the Client’s failure to complete the Contract or pay the price for the goods.
