1. DEFINITION AND INTERPRETATION
1.1 The term "Gutenberg" refers to Gutenberg Press Limited, a limited liability company incorporated in Malta under number C-8936, having its registered office at Gudja Road, Tarxien, Malta.
1.2 Within the context of these terms and conditions, the term "Gutenberg" is to be constructed as including also the employees, officers, sub-contractors and agents of Gutenberg Press Limited.
1.3 The term "Client" means the natural or legal person with whom Gutenberg has entered into an agreement regulated under these Terms and Conditions as well as any other terms agreed in writing between the parties, and includes also the agents of the Client.
1.4 The terms "Orders" and "Purchase Orders" are used interchangeably in these terms and conditions.
2. QUOTATIONS AND ORDERS
2.1 Quotations and subsequent purchase orders shall not be binding on Gutenberg unless and until they have been accepted in writing by Gutenberg.
2.2 Acceptance of orders is solely at the discretion of Gutenberg. Acceptance depends on a number of factors such as a satisfactory credit evaluation of the Client.
2.3 Cancelled orders require compensation for incurred costs and related obligations.
2.4 Should work be suspended at the request of, or delayed through, any default of the Client for a period of more than thirty (30) days, Gutenberg shall then be entitled to payment for work already carried out, material used and/or specially ordered and any other additional costs including storage.
3. PRELIMINARY OR EXPERIMENTAL WORK
3.1 Unless otherwise previously agreed, Gutenberg reserves the right to charge for any preliminary or experimental work carried out on behalf of the Client.
3.2 Preliminary or experimental work will be charged to the Client at Gutenberg's current rates. This work may not be used without Gutenberg's written consent.
4. MATERIALS SUPPLIED
4.1 Gutenberg will not put a job into production and commence work until a written order is received from the Client and accepted by Gutenberg.
4.2 Any remedial work required to bring the Client's media or film or any other relevant material required, up to the necessary state prior to pre press, will be charged as an extra at a pre-agreed rate.
4.3 Materials furnished by the Client or its suppliers shall be verified by delivery notes.
4.4 Gutenberg bears no responsibility for discrepancies between delivery notes and actual counts in case of Client's material.
4.5 Client supplied paper must be delivered according to specifications furnished by Gutenberg. These specifications will include correct weight, thickness, pick resistance, and other technical requirements. Artwork, film, colour separations, special dies, tapes, disks, or other materials furnished by the Client must be usable by Gutenberg without alteration or repair. Items not meeting this requirement will be repaired by the Client or by Gutenberg at the latter's current rates.
5. CLIENT'S PROPERTY
5.1 Gutenberg shall only maintain fire and extended insurance coverage on property belonging to the Client while the property being processed is in Gutenberg's possession.
5.2 Gutenberg's liability for such property shall terminate once the finished product is invoiced or delivered which ever is the earliest, but shall in no case exceed the amount recoverable from the insurance.
5.3 Additional insurance coverage may be obtained if it is requested in writing and the premium is reimbursed to Gutenberg.
6. PRE-PRESS AND SOFT PROOFS
6.1 Pre-press and/or soft proofs of all work may be submitted for Client's review and approval. In such cases, corrections are to be returned to Gutenberg on the proof or proofs, together with a completed Proof Corrections Sheet indicating that job is "OK", "OK with Corrections" or "Revised Proof Required".
6.2 Work shall only commence upon approval of the pre-press and/or soft proofs by the Client.
6.3 Client's alterations and additional proofs necessitated thereby shall be charged extra. Client's alterations include all works performed in addition to the original specifications. When style, type or layout is left to Gutenberg's discretion, changes thereto made by the Client shall be charged extra. Proofing will be charged as an extra, unless previously agreed.
6.4 Gutenberg shall not be responsible for undetected production errors if:
- Proofs are not required by the Client;
- The work is printed per the Client's OK;
- Requests for changes are not communicated to Gutenberg in writing before commencement of work.
7. PRESS PROOFS
7.1 Press proofs (running sheets or make ready sheets) will not be furnished unless they have been required in writing and quoted for.
7.2 A press sheet can be submitted for the Client's approval as long as the Client is present at the press during make-ready. Gutenberg allows thirty (30) minutes for Client approvals on press. Any additional time is chargeable.
7.3 Any press time lost or alterations/corrections made because of the Client's delay or change of mind shall be charged at Gutenberg's current rates.
8. COLOUR PROOFS
8.1 A colour proof is used to simulate how the printed piece will look. Due to differences in equipment, paper, ink, and other conditions between colour proofing and production pressroom operations, reasonable variations in colour between proofs and completed jobs can occur. When variations of this kind occur, they shall be considered acceptable unless otherwise agreed in writing.
8.2 On all colour work, a contract proof from the Client's final files must accompany the files and order.
9. CREATIVE WORK
9.1 All sketches, copies, dummies, creative work or any other published work developed or furnished by Gutenberg whether or not based on the material supplied by the Client shall remain the exclusive property of Gutenberg and any or all intellectual property rights related to such sketches, copies, dummies, creative work or published work shall belong exclusively to Gutenberg. Gutenberg must give written approval for all use of this work and for any derivation of ideas from it.
10. ELECTRONIC MANUSCRIPT OF IMAGE
10.1 It is the Client's responsibility to maintain a copy of the original file. Gutenberg is not responsible for accidental damage to media supplied by the Client or for the accuracy of furnished or final input.
10.2 Until digital input can be evaluated by Gutenberg, no warranties are given about Gutenberg's ability to work with jobs submitted in digital format, and no liability is assumed for problems that may arise.
11. DIGITAL ASSET PRACTICES
11.1 Gutenberg archives all electronic material for a period of seven (7) years. There is no additional charge for this service. Return of files to Client will be at base writing and postage costs.
11.2 The Client shall ensure that all files are clearly labelled and dated with relation to their use. Old versions or unnecessary files should be deleted or erased from transportable media intended for use by Gutenberg. Properly sized and marked hard copies or laser proofs of those files should accompany the project. Costs incurred by the mistaken use of improperly outdated files will be the responsibility of the provider of those files.
11.3 The setting and communicating of copyright guidelines and usage guidelines for original images or files are the responsibility of the Client.
11.4 Copies of original files given by the Client to Gutenberg remain the property of the Client.
11.5 The amended file created by Gutenberg to achieve an end result or product, will remain the property of the Client, provided the Client's account is paid in full.
12. OVERRUNS / UNDERRUNS
12.1 In cases where overruns or underruns do not exceed the percentage agreed, Gutenberg will bill for the actual quantity delivered within this tolerance.
12.2 If the client requires a guaranteed quantity, the percentage of tolerance must be stated at the time of order.
13. DELIVERY AND PAYMENT
13.1 Without prejudice to Clause 15.1, no claims against an invoice shall be entertained after thirty (30) days from the date of the invoice.
13.2 Upon delivery to a specified address, the person receiving the goods and signing the receipt note is deemed to be the appropriate agent authorised by client for such a function.
13.3 Title for finished work passes to the Client and payment shall become due, upon receipt of goods, or upon mailing of an invoice or notification for the finished work, whichever occurs first. This applies only to non-UK customers.
13.4 In the case of UK customers only, the Client is aware and declares to have been duly informed that Gutenberg is retaining ownership of the finished goods until such time Gutenberg has received from the Client, the full payment of the purchase price of the finished goods and any interest accrued thereon. Payments shall become due, upon receipt of goods, or upon mailing of an invoice or notification for the finished work, whichever occurs first, unless credit terms have been approved beforehand by Gutenberg.
13.5 Should expedited delivery be requested and agreed, an extra charge may be made to cover any overtime or other additional costs involved, subject to prior arrangement.
13.6 Payment will be deemed to be due according to these terms and conditions and any other terms that may be agreed in writing between the parties.
13.7 As security for payment of any sum due under the terms of an agreement, Gutenberg has the right to retain all Client's property in its possession. This right applies even if credit has been extended, notes have been accepted, trade acceptance has been made, or payment has been granted.
13.8 Gutenberg may at its sole discretion claim interest at the highest rates allowed by law and any other costs related to overdue and unpaid debts including debt recovery and legal costs whether incurred prior to, during or after legal proceedings have been taken. Gutenberg may, for good reason, withdraw credit at its sole discretion.
13.9 Without prejudice to the Client's rights under Clause 23.2, in cases of late delivery due to machinery breakdown, a state of war, riot, civil disorder, fire, strikes, accidents, action of government or civil authority, adverse weather conditions, acts of God, or other case beyond the control of Gutenberg, delivery dates shall be extended by an amount of time equal to the delay incurred.
14. PRODUCTION SCHEDULES
14.1 Production schedules shall be established and followed by both the Client and Gutenberg. Production schedules shall be confirmed upon receipt and checking of Client's electronic date and/or files or original art work.
14.2 Without prejudice to the Client's rights under Clause 23.2, in cases of machinery breakdown, a state of war, riot, civil disorder, fire, strikes, accidents, action of government or civil authority, acts of God, or other case beyond the control of Gutenberg, schedules shall be extended by an amount of time equal to the delay incurred.
14.3 Without prejudice to the Client's rights under Clause 23.2, in cases of late supply of material and proofs by the Client, schedules shall be extended by an amount of time equal to the delay incurred.
15.1 Claims for defects, damages, or shortages must be made by the Client in writing no later than ten (10) calendar days after delivery. If no such claim is made, it shall be deemed by both parties that the job has been accepted. By accepting the job, the Client acknowledges that Gutenberg's performance has fully satisfied all terms, conditions and specifications and that the Client has irrevocably waived its right to seek redress of any kind against Gutenberg.
16.1 Gutenberg's total liability arising directly or indirectly from its contractual relationship with the Client, whether by negligence, contract, or otherwise, shall not exceed in respect of any event or connected events, the value equivalent to the fees paid by the Client under such contractual relationship. Under no circumstances shall Gutenberg be liable for any economic loss of whatever nature (whether or not such loss or damage was foreseen, direct, foreseeable, known or otherwise) arising from or in connection with its services, including i) loss of actual profits (direct or indirect), ii) loss of anticipated profits, iii) loss of anticipated savings, iv) loss of business, v) loss of use or downtime, vi) loss of savings or revenue, vii) loss of goodwill, or for any indirect, special or consequential loss or damage howsoever caused or any losses arising as a result of any third party bringing a claim in respect of any nature whatsoever.
16.2 Gutenberg warrants that the work is as described in the purchase order and that the work shall conform to the description contained in the purchase order.
17.1 The Client agrees to protect Gutenberg from economic loss and any other harmful consequences that could arise in connection with the work. This means that the Client will hold Gutenberg harmless and save, indemnify, and otherwise defend it against claims, demands, actions, and proceedings on any and all grounds. This will apply regardless of responsibility for negligence. The indemnity shall extend to any amounts paid on a lawyer's advice in settlement on any claim.
17.2 The Client warrants that the subject matter to be printed is not copyrighted by a third party. The Client also recognises that because the subject matter does not have to bear a copyrighted notice in order to be protected by copyright law, absence of such notice does not necessarily assure a right to reproduce. The Client further warrants that no copyright notice has been removed from material used in preparing the subject matter for reproduction. To support these warranties, the Client agrees to indemnify and hold Gutenberg harmless for all liabilities, damages, and expenses that may be incurred in any legal action connected with copyright infringement involving the work produced or provided. The indemnity shall extend to any amounts paid on a lawyer's advice in settlement of any claim.
17.3 The Client also warrants that the work does not contain anything that is libellous or scandalous, or anything that threatens anyone's right to privacy or other personal or economic rights. To support these warranties, the Client agrees to indemnify and hold Gutenberg harmless for all liability, damages, and expenses that may be incurred, scandalous, improper or infringing upon copyright law or on any other rights of third parties, and in so doing, shall not be required to print any such material.
18. INSOLVENCY OR BANKRUPTCY OF CLIENT
18.1 If the Client ceases or suspends to pay his debts in the ordinary course of business or cannot pay his debts as they become due or being a Company is deemed to be unable to pay its debts or has a winding-up application filed against it or order issued against it or being a person commits an act of bankruptcy or has a bankruptcy application issued against him, Gutenberg without prejudice to other remedies shall:
- Have the right not to proceed further with the agreement or any other work for the Client;
- Be entitled to charge for work already carried out (whether completed or not) and materials purchased for Client, such charge to be an immediate debt due to Client;
- Be entitled to withdraw credit
18.2 All costs involved in the collection of debts due shall be borne by the Client.
19. STORAGE OF CLIENT'S PROPERTY
19.1 Gutenberg shall retain the Client's property until the related end product has been accepted by the Client.
19.2 Gutenberg may, at an additional charge, contract to store the Client's finished goods if the latter requires such service.
19.3 Gutenberg reserves the right to dispose of any client's stock beyond five (5) years from when such stock is first warehoused.
20.1 For any product on which taxes apply, it is the responsibility of the Client to pay such taxes.
20.2 Gutenberg reserves the right to charge the relevant amount of any tax payable whether or not included in the quotation or invoice;
20.3 In the event that Client does not supply the relevant details to exempt him from being charged any tax, Gutenberg shall invoice such tax charge as an addition to the agreed price.
21.1 Unless otherwise agreed, the Client shall pay for all transmission charges.
21.2 Gutenberg is not responsible for any errors, omissions, or extra costs resulting from faults in transmission.
22. ILLEGAL MATTERS
22.1 Gutenberg shall not be required to print any matter that in its opinion is or may be of an illegal or libellous nature or any infringement of the proprietary or other rights of any third party.
22.2 Gutenberg reserves the right not to proceed with any printing of any item which is considered as bad taste.
23. FORCE MAJEURE
23.1 Gutenberg shall be under no liability if it shall be unable to carry out any provision of the agreement for any reason beyond its control including, but not limited to, Act of God, legislation, war, fire, flood, drought, failure of power supply, lock-out, strike or other action taken by employees in contemplation or furtherance of a dispute or owing to any liability to procure materials required for the performance of the agreement.
23.2 If circumstances of a force majeure event have occurred that affect the provision of the work and such circumstances persist for a period of thirty consecutive (30) Calendar Days, then the Client may terminate this Agreement upon written notice, and pay for work done and material used, but subject thereto, shall otherwise accept delivery when available.
24. SEVERANCE OF CLAUSES
24.1 If any of these terms and conditions is found by a competent judicial authority to be illegal or unenforceable in any respect, the validity of the remainder of these terms and conditions shall be unaffected.
25. JURISDICTION AND GOVERNING LAW
25.1 These terms and conditions and all other express terms of the agreement shall be governed by Maltese Law and any dispute arising therefrom shall be resolved according to Maltese Law.
25.2 In the case of any dispute arising from the interpretation or otherwise of these terms and conditions, Gutenberg and the Client agree to submit to the exclusive jurisdiction of the Malta Arbitration Centre to the specific exclusion of the Maltese Courts.
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