NORPRINT TERMS AND CONDITIONS OF SALE 
1. General
1.1. In these conditions “We/Our/Us” shall mean Norprint Limited including Fisher Clark; “Goods” shall mean products We produce and/or supply; “Services” shall mean the services including design and origination We provide; “You/Your” shall mean the customer that has placed an order for Goods or Services; and “Contract” means an agreement between You and Us to produce or supply the Goods or Services on these terms and conditions; “Order” means the request by You for Goods or Services made either in writing on our order form, orally or electronically.
1.2. No Contract shall exist until We have confirmed the Order to You in writing by Our acknowledgement of order or, if earlier, We deliver the Goods and/or provide the Services to You.
1.3. If the acknowledgement of order is inaccurate You must notify Us within 1 working day of receipt failing which You shall be bound by your original Order.
1.4. These conditions override any different conditions which may appear on your documents or other documents issued by You and may be varied only with Our consent in writing.
1.5. We reserve the right to reject an Order if You do not meet Our credit insurance criteria when a credit account is opened. 
1.6. We may sub-contract the Services provided or change the source of Goods supplied at Our discretion.  
2. Materials Supplied and Specifications
2.1. Where the Goods or Services are supplied in accordance with your specifications, You shall be responsible for ensuring the specifications are accurate and provided to Us within sufficient time for the Goods or Services to be supplied in accordance with the Contract. 
2.2. We may reject any materials You supply if they are in Our opinion unsuitable to perform the Contract and We may charge You for any additional costs incurred in rectifying the  materials.
2.3. Where We submit proofs and You approve the proofs We may charge for any alterations or additional work subsequently requested. 
2.4. We will handle all articles or materials belonging to You (which You provide Us to perform the Contract) with all due care, but they are held at your own risk.
2.5. We may efface origination drawings or photographic/photo/typeset work as necessary immediately after the Order is made unless otherwise agreed.
3. Software and Licensing
3.1. We grant You a non-exclusive, non-transferable right to use Our software which includes digital files for the purpose it was expressly designed.
3.2. You agree not to make any copies or download Our software or permit access to it by a third party. 
3.3. You agree that all proprietary and intellectual property rights in the software belongs to Us.
3.4. All copies and extracts of the software are strictly confidential and You shall take all measures necessary to maintain confidentiality during and after the Contract. 
3.5. You agree that We may take photographic images of the Goods We produce for You for Our internal displays only. 
4. Technology Development
4.1. Where We develop or improve any product or method of manufacture as part of the Goods or Services provided, whether for You or not, We retain all proprietary and intellectual property rights in the development or improvement of the product or method of manufacture which We may use at Our discretion.
4.2. If You request the development or improvement in 4.1 be utilised for an Order the price of the Goods or Services may be adjusted accordingly.
5. Intellectual Property
5.1. You warrant to Us that You are entitled to use all materials supplied to Us by You or a nominated third party in order for Us to produce the Goods or provide the Services You have requested.
5.2. You will fully indemnify Us and keep Us indemnified against all costs, expenses, damages and losses in connection with third party proceedings for the infringement of any intellectual property rights in respect of the Goods or Services.
5.3. You agree that We retain the ownership of any intellectual property created or developed while producing the Goods or providing the Services including but not limited to copyright, design and patent rights subject only to existing ownership by a third party.
6. Delivery
6.1. Subject to 6.4 delivery shall take place either when (i) the Goods are unloaded at or delivered to your premises or another agreed delivery location; (ii) where You collect the Goods from Our premises when the Goods are loaded onto your collection vehicle or a nominated carrier’s vehicle.
6.2. If You request a proof of delivery for Goods which have been properly delivered a £10 charge will be levied. 
6.3. We shall use Our reasonable commercial endeavours to deliver the Goods and provide the Services by the agreed delivery date, but time for delivery shall not be of the essence. 
6.4. Where Goods are being exported, delivery takes place FOB at the UK shipping port.  You warrant that any import licence required has been obtained prior to delivery.
7. Prices and Charges
7.1. All prices and charges are based on Our current costs of production and are subject to increase or decrease to take into account any rise or fall in raw materials and overheads.  We may amend Our prices prior to delivery to reflect such changes. 
7.2. We may offer a discount on bulk orders at Our discretion. 
7.3. Unless stated otherwise Our prices are exclusive of Value Added Tax (which will be added at the prevailing rate at the relevant tax point) and are based on an ex-works basis.  The following (none exhaustive) charges can be made at Our discretion; (i) minimum order charge; (ii) charges for preliminary work carried out at your request, whether experimentally or otherwise, calculated at Our standard time based rate; (iii) storage of Goods (beyond the delivery date when You or a nominated third party are collecting the Goods), stock, origination and standing matter at Our standard rate per pallet per day which is subject to a maximum storage duration of 12 months; (iv) carriage and freight; (v) charges for expedited delivery; (vi) special packaging requested by You. 
8. Payment
8.1. Payment shall be made by You in full by the end of the month following the month in which the invoice was issued in pounds sterling (£) unless agreed otherwise.
8.2. If payment is late We reserve the right to charge interest on the overdue amount at the rate of 2% above the base rate of the Bank of Scotland to be added on a daily basis from the date the payment is due until full payment is made.
8.3. Where You purchase special systems or applicators from Us, 30% of the payment is due
when the Order is placed, 60% when the Goods are delivered and 10% in accordance with 8.1.
8.4. We may invoice You for Goods made available as stock at Your request if not taken up by the end of the period requested by You.
8.5. You may not withhold payment of an invoice or charges due by reason of set-off against any other payment made to Us or counter-claim You allege against Us.
9. Property and Ownership
9.1. The risk in the Goods including any loss or damage transfers to You upon Delivery.
9.2. The ownership in the Goods passes to You once full payment due under the Contract has been made.  Until this time i) the legal and beneficial ownership of the Goods remains with Us and You hold the Goods on a fiduciary basis as Our bailee and ii) You must ensure that the Goods are stored in such a way that they are identifiable as Our property and kept in good condition.
9.3. We are entitled to access your premises or elsewhere on reasonable notice to repossess and sell the Goods until full payment has been made for the Goods.
10. Cancellation or Variation
10.1. You may cancel or vary your order only if made in writing to Us and accepted by Us in writing.
10.2. We may charge You for all costs incurred up to the time of cancellation or variation (including standing time and standing matter) and any resulting losses.
11. Substitution and Quantity
11.1. We are entitled at Our discretion to substitute, modify or alter the Goods provided that the Goods supplied are of an equivalent or better quality and any modifications do not materially effect the quality or performance of the Goods.
11.2. We endeavour to match the quantity of Goods ordered accurately, however, there is margin for error of 5% (or 10% for colour work) which We may charge for or deduct from the price accordingly.
12. Recall
12.1. We may at any time request the recall of any Goods supplied under the Contract.  We shall confirm an oral request for recall in writing.
12.2. We shall pay the reasonable costs of collecting or returning any such Goods and You shall provide Us all reasonable assistance necessary to facilitate this.
12.3. In the event We cannot replace the Goods recalled within a reasonable period of time We shall issue You a credit note for the Contract price of the Goods.
13. Returns
13.1. Goods are returnable at Our expense if they are (i) damaged in transit where We are responsible for delivery; (ii) faulty; (iii) under a warranty claim;
13.2. If You consider the Goods are faulty, return is subject to (i) notifying Us of the fault within 5 working days of delivery; (ii) completing Our goods return document and returning it with the Goods and; (iii) a technical inspection by Us at Your premises if necessary to confirm that the Goods are faulty. 
13.3. You must notify Us of any damaged packaging causing damage to the Goods within 1 working day of delivery and any other damage or defects to the Goods within 2 working days of delivery.
13.4. None delivery of the Goods must be notified to Us in writing within 3 working days of the agreed delivery date.  Any shortage in the Goods delivered must be notified to Us by amending the proof of delivery and confirming the shortage in writing within 3 working days of delivery.
13.5. Goods which are not damaged or faulty may be returned at Our absolute discretion if the Goods are capable of re-sale and in full quantity, original condition and properly packaged subject to a handling charge of 15% of the contract price. 
13.6. We will endeavour to repair or replace the Goods returned under 13.1, but We reserve the right to provide a refund for the price of the Goods returned where it is not possible for Us to repair or replace the Goods.
14. Illegal Matter
14.1. We shall not be required to print any matter which in Our opinion is or may be illegal or libellous.
14.2. You shall fully indemnify Us against any costs, losses, claims and expenses arising from any action brought against Us due to the nature of the printed matter, its format or contents.
15. Termination
15.1. We may terminate the Contract if (i) any sum due to Us remains unpaid; (ii) You fail to remedy any other breach of these terms and conditions within 30 days of being requested to do so in writing; (iii) if You become insolvent or subject to a winding-up petition or compulsory or voluntary liquidation or an administrator or administrative receiver is appointed; (iv) where a force majeure event (see 17) has continued for 3 months or more; (v) Goods ordered are not delivered due to your default after 6 weeks from delivery date.
15.2. Termination of the Contract does not effect any rights or remedies either party has under the Contract.
16. LIABILITY
16.1. Our maximum liability for breach of contract, misrepresentation or other tortious act or omission including negligence shall be limited to the Contract price. Nothing in these terms and conditions shall exclude our liability for death or personal injury resulting from Our negligence.
16.2. We shall be liable to You for damage to or loss of Your property caused by Us subject to a maximum liability of £5 million (five million pounds).
16.3. We shall not be liable to You for any loss of profit, goodwill, business or indirect loss which arises out of or in connection with the Contract.
16.4. Any complaints about the Goods or Services must be made in writing to Us within 7 days of delivery.  We shall have no further liability to You if We remedy your complaint within 30 days of being notified.
17. Force Majeure
17.1. If an event occurs which is beyond Our control, for example but not limited to, industrial or government action, materials shortage, war, natural disaster which delays or prevents the performance of the Contract We may suspend the performance of the Contract. 
17.2. If the force majeure event continues for 3 months or more, We may terminate the Contract and charge You for any part of the Contract performed up to termination.
18. Severability If any of these terms and conditions are deemed void or unenforceable they shall not form part of the Contract but the remaining terms and conditions shall continue in full force and effect. 
19.    Third Party Rights A person who is not party to this contract has no right to enforce any terms of this contract pursuant to the Contracts (Rights of Third Parties) Act 1999.
20. Law These terms and conditions are governed by the Laws of England and any disputes  arising in connection with these terms and conditions shall be subject to the non- exclusive jurisdiction of the English courts.
21.  Data Protection Both parties agree to comply with the provisions of the Data Protection Act 1998.