JOHN GOOD LIMITED
TERMS & CONDITIONS OF SALE OF PROGRAMME PUBLICATIONS (Issue August 2016)
The following words and expressions shall have the following meanings unless the context otherwise requires:
- (i) “Client” means any person, partnership, theatre, venue or company and/or its agent placing the order;
- (ii) “Company” means John Good Limited a company registered in England and Wales with registration number 2360971 whose registered office is at Progress House, Butlers Leap, Rugby, Warwickshire. CV21 3RQ, United Kingdom;
- (iii) “Contract” means any agreement for the sale and purchase of Programmes and Brochures which is entered into between the Company and the Client;
- (iv) "Insolvency" means the Client is in a position where it is unable to pay its debts or has a winding up petition issued against it or has a receiver, administrator or administrative receiver appointed to it or being a person commits an act of bankruptcy or has a bankruptcy petition issued against him;
- (v) "Preliminary Work" means all work done in the concept and preparatory stages (including non-exhaustively design, artwork, editorial services, sale of advertising);
- (vi) “Publication(s)” means the Company’s supply of Client’s programmes and/or other similar publications;
- (vii) “Required by Date” means the date in which the publication is due to be delivered to the Client;
- (viii) “Terms” means these terms and conditions;
- (ix) "Work" means all goods (by way of intermediate or finished product) and services supplied by the Company to the Client;
In these Terms:
- (i) words in the singular include the plural meaning and words in the plural include the singular meaning;
- (ii) headings are for reference only and do not affect the meaning or interpretation of these Terms;
- (iii) references to any act, regulation, code of practice or statutory order shall be interpreted so as to include any change, re-enactment or extension of the act, regulation, code of practice or statutory order;
- (iv) any reference to “persons” includes natural persons, firms, partnerships, companies, corporations, associations, organisations, governments, states, foundations and trusts (in each case whether or not having separate legal personality).
2. Basis of Contract
a. These Terms shall apply to the sale by the Company of all Advertising Subsidised Publications and/or similar publications purchased by the Client.
b. All Publications are placed on our systems and await confirmation from the Client on their specific requirements regarding that publication.
c. Confirmation of the requirement shall be given in writing by post, email or telephone by the Client and will constitute the agreement to supply the Publication.
a. Clients wishing to cancel any Publication(s) following the confirmation, must do so in writing by post or email and will be subject to cancellation fees dependent on advertising sold and/or studio time incurred or any other Preliminary Work.
4. Content and Proofing
a. Where the Client is responsible for supplying content, it is the responsibility of the Client to supply content that does not contain any material that shall breach any contract or infringe or violate any copyright, trademark or any other personal or proprietary right of any person or render the Company liable to any claims or proceedings whatsoever.
b. The Client agrees to indemnify the Company and keep it indemnified against all claims, costs, proceedings, demands, losses, damages or expenses whatsoever arising directly or indirectly as a result of any breach or non-performance of any of the representations, warranties or other terms herein contained or implied by law.
c. The Company shall not be responsible for checking the accuracy of supplied content from an electronic file supplied by the Client.
d. It is the responsibility of the Client to check that the proofed artwork is correct. Following sign-off, no liability remains with the Company regarding content errors.
e. The Company shall not be required to print any matter which in the Company’s opinion is or may be of an illegal or libellous nature or an infringement of the proprietary or other rights of any third party.
f. Where the Client specifically waives any requirement to examine proofs the Company is indemnified by the Client against any and all errors in the finished Publication.
g. Where content is supplied by a third party (Producer) in respect of approving proofs their responsibility for said approval is the same as that of the Client.
h. Due to differences in equipment, paper, inks and other conditions between colour proofing and production runs, a reasonable variation in colour between colour proofs and the completed job will be deemed acceptable unless otherwise agreed in writing.
a. Credit facilities may be granted to applicants who complete the Client Credit Account Application Form and who satisfy the Company’s criteria as set out from time to time. Where facilities are granted the Company reserves the right to withdraw them at any time, without having to give their reasons and, in such a case, all outstanding invoices become due and payable immediately.
b. If the Client fails to make any payment when due for any reason (including, without limitation, dishonoured cheques or card payments, direct debit cancellation), the Company reserves the right to:
- (i) charge the Client reasonable administration and bank charges in respect of such failure;
- (ii) require immediate full payment of all fees for the remainder of the Contract;
- (iii) terminate the Contract and postpone the publication of any future Publications until it has received payment in full of all sums then due from the Client.
c. If credit facilities have been granted, payment is due by the end of the month following the month of Invoice. If any item(s) remain unpaid by that due date charges will apply, in accordance with the Late Payment Commercial Debt (Interest) Act 1998 or any subsequent enactment. Debt value - £1,000.00 > Late payment charge £70.00. Debt value - £999.99< Late payment charge £40.00. Interest will be 8% above the Bank of England base rate from the date the invoice becomes due.
a. Delivery to the Client’s nominated address shall be made on the Required by Date.
b. Delivery of the Publication(s) shall be accepted when tendered.
c. Unless otherwise agreed in writing completion and delivery times are a guide only and whilst the Company will make every effort to adhere to proposed timescales time is not of the essence in any contract with the Client.
d. Unless otherwise agreed in writing, (in which case an extra charge may be made) delivery will be to kerbside at the Client’s nominated address and the Client will make arrangements for off-loading and for any additional transportation to its storage facility.
e. Subject to any agreement as per 6(d) above, delivery involving difficult access and/or unreasonable distance from vehicular access shall entitle the Company to make an extra charge to reflect its extra costs.
f. Should expedited delivery be agreed the Company shall be entitled to make an extra charge to cover any overtime or any other additional costs.
7. Claims and Liability
a. Advice of damage, must be given in writing to the Company within three clear days of delivery. The Company shall not be liable in respect of any claim unless the aforementioned requirements have been complied with except in any particular case where the Client proves that (i) it was not possible to comply with the requirements and (ii) the claim was made as soon as reasonably possible.
b. If the Work is defective so that the Client may in law reject it, said rejection must take place within 7 days of delivery of the goods, failing which the Client will be deemed to have accepted the Work.
c. In the event of all or any claims or rejections the Company reserves the right to inspect the Work within 7 days of the claim or rejection being notified.
d. Insofar as is permitted by law where Work is defective for any reason, including negligence, the Company’s liability (if any) shall be limited to crediting its sales value against any invoice raised in respect of the Work or rectifying such work should time allow.
e. Defective Work must be returned to the Company before replacement or credits can be issued. If the subject Work is not available to the Company the Company will hold that the Client has accepted the Work and no credits or replacement Work will be provided.
f. The Company shall not be liable for indirect loss, consequential loss or third party claims occasioned by delay in completing the Work or for any loss to the Client arising from delay in transit, whether as a result of the Company’s negligence or otherwise.
g. Nothing in these conditions shall exclude the Company’s liability for death or personal injury as a result of its negligence.
a. Artwork and design created by the Company for the purpose of producing any Publication, shall remain the exclusive property of the Company at all times unless sold to a Client by separate agreement.
b. Editorial works commissioned by the Client to the Company for inclusion in any Publication remains the exclusive property of the Company unless agreed in writing.
9. Risk and Storage
a. All Publications supplied to the Client by or on behalf of the Company shall be deemed to be at the Company’s risk until delivery has taken place.
b. The Company shall be entitled to make a reasonable charge for the storage of any of the Client’s property left with the Company.
c. The risk in any goods shall pass to the Client on delivery and the Client should insure accordingly.
Without prejudice to other remedies, if the Client becomes insolvent, the Company shall have the right not to proceed further with the contract or any other Work for the Client and be entitled to charge for work already carried out (whether completed or not) and materials purchased for the Client, such charge to be an immediate debt due to him. Any unpaid invoices shall become immediately due for payment.
11. Force Majeure
The Company shall be under no liability for any delay or failure to deliver the Publication(s) or otherwise perform any obligation as specified in these Terms if the same is wholly or partly caused whether directly or indirectly by circumstances beyond its reasonable control including (without limiting the foregoing): Act of God; legislation; war; fire; flood; drought; inadequacy or unsuitability of any instructions, electronic file(s) or other data supplied by the Client; failure of power supply; lock-out, strike or other action taken by employees in contemplation or furtherance of a dispute; or owing to any inability to procure materials required for the performance of the contract.
12. Miscellaneous Provisions
a. These conditions and all other express and implied terms of the contract shall be governed and construed in accordance with the laws of England and the parties agree to submit to the jurisdiction of the courts of England and Wales.
b. The Client is hereby notified that the Company may transfer personal information about the Client to a credit agency pursuant to clause 5a.
c. If any portion of these Terms is held by any competent authority to be invalid or unenforceable in whole or in part, the validity or enforceability of the other sections of these Terms shall not be affected.
d. These terms and conditions supersede all prior representations undertakings and agreements between the Client and the Company relating to the supply of Publications and sets forth the entire agreement and understanding between the Client and the Company.