1. Nettl resellers - Each Nettl outlet is owned and operated by Nettl plc or individually owned and operated under licence from Nettl (UK Franchise) Ltd, a company registered in England and Wales (registered number 04362849) whose registered office is at Third Avenue, The Village, Trafford Park, Manchester M17 1FG ("PDC"). The particulars of ownership of each Nettl outlet can be found at the premises of each licence holder or via the Nettl website at: www.nettl.com/nz (the "Website").
2. Price variation - Price estimates are based on the Nettl reseller's current costs of production and, unless otherwise agreed, are subject to amendment on or at any time after acceptance, where such amendment is required in order to meet any rise or fall in such costs.
3. Tax - The Nettl reseller reserves the right to charge the amount of any value added tax payable whether or not included on the estimate or invoice.
4. Preliminary work - All work carried out, whether experimentally or otherwise, at customer's request shall be chargeable.
5. Copy - Where any additional work of whatever nature is necessary as a result of copy supplied by a customer not being clear and/or legible, the Nettl reseller shall be entitled to make additional charges on a time and materials basis to cover such additional work.
6. Proofs - Proofs of all work may be submitted for customer's approval and the Nettl reseller shall incur no liability for any errors not corrected by the customer in proofs so submitted. Additional charges shall be made for any additional proofs that are required as a result of alterations required by the customer. When style, type or layout is left to the Nettl reseller's discretion, any subsequent changes to such style, type or layout required by the customer shall be subject to additional charges on a time and materials basis.
7. Copyright - Unless negotiated and agreed in writing, the copyright of general artwork, commissioned artwork and illustrations and anything else whatsoever prepared, developed or created by the Nettl reseller shall vest in and belong to the Nettl reseller. The Nettl reseller may use any artwork or printing produced by itself for the purposes of promoting itself and/or PDC. The customer shall be responsible for obtaining all necessary authorities and consents to reproduce pictures, artwork, photographs, copyright text and/or any other reproducible materials ("Materials") prior to instructing the Nettl reseller to reproduce the same. The customer shall indemnify and hold the Nettl reseller and its agents and representatives harmless against all claims, demands, actions, costs, expenses (including but not limited to legal costs and disbursements), losses and damages arising from or suffered or incurred by reason of any claim (including but not limited to the defence of such claim) that the reproduction of the Materials by the Nettl reseller infringes the intellectual property or other rights of any third party or misuses the confidential information of a third party.
8. Company imprint - Unless otherwise specifically requested in writing any work may carry the PDC imprint which will be positioned at the Nettl reseller's discretion.
9. Delivery and payment - Turnaround is measured in Working Days, defined as days on which the clearing banks in the City of London are open for normal business. For orders made on a Guaranteed Turnaround service (being orders guaranteed to be ready within a certain period (the "Guaranteed Period")), delivery (as more particularly described in paragraph 9(b) below) will be made no later than 10pm on the last Working Day of the Guaranteed Period. Should we fail to deliver within the Guaranteed Period (see also paragraph 10 Variations in quantity), a service 'credit' will be awarded up to the value of the order in question (redeemable against future orders within 6 months of issue of the Credit in question) (the "Credit"). The customer will still be obliged to pay in full for the order in respect of which delivery was late, including any of the sums charged specifically for the provision of the Guaranteed Turnaround Service ("the Premium Charges"). In addition:
(a) These services rely on the customer not delaying the progress of the order in any way (which delays include but are not limited to the customer not returning proofs by the time specified by the Nettl reseller or failing to make payment by the time such payment is due) (a "Customer Delay"). In the event of a Customer Delay the customer shall not be awarded a Credit and the customer shall still be obliged to pay the Premium Charges but the Nettl reseller shall not be bound to deliver within the Guaranteed Period.
(b) Delivery of work by the Nettl reseller shall be deemed to take place upon collection of the work by the customer (where the customer is obliged to collect the work) or (where the Nettl reseller is obliged to deliver the work) actual delivery of the work to the customer by the Nettl reseller. Where the customer is obliged to collect the work, customer's failure to collect the work on the day on which the Nettl reseller is contractually obliged to have it ready for collection shall be classed as a Customer Delay. Where the Nettl reseller is obliged to deliver the work to the customer but the customer provides the Nettl reseller with incomplete or incorrect delivery information or is not available to accept delivery, then provided that the Nettl reseller has used reasonable endeavours to deliver the work to the customer, a failed delivery shall be classed as a Customer Delay.
(c) Unless otherwise specified the price quoted is for collection of the work from the Nettl reseller or the Nettl Production Hub at Third Avenue, The Village, Trafford Park, Manchester M17 1FG. A charge may be made to cover any extra costs involved for delivery to a different address.
(d) Should expedited delivery be agreed the Nettl reseller shall be entitled to make additional charges on a time and materials basis to cover any overtime or any other additional costs involved, including without limitation, the cost of couriers or special delivery post.
(e) Should work be suspended at the request of or delayed through any default of the customer for a period of 30 days or more the Nettl reseller shall then be entitled to payment for work already carried out, materials specially ordered and other additional costs including storage.
(f) Risk of loss or damage to work completed by the Nettl reseller shall pass to the customer on delivery. Notwithstanding delivery and the passing of risk in the work to the customer, ownership of and title to the work shall not pass to the customer and shall be retained by the Nettl reseller until the Nettl reseller has received payment in full in respect of the work.
(g) In the unlikely event that the Nettl reseller deems it necessary to re-print work, the Guaranteed Period shall recommence from the time of the Nettl reseller's confirmation to the customer of its agreement to reprint the work.
10. Variations in quantity - Every endeavour will be made to deliver the correct quantity ordered. However some variation is inherent in the print process and it is understood and accepted as reasonable that minor variations are immaterial and that the Nettl reseller shall have no liability in respect of such variations. For other variations the Nettl reseller's entire liability will be to award a Credit. The table below sets out the circumstances under which a Credit will be awarded: Quantities No Credit awarded Pro Rata Credit awarded 1.5x Pro Rata Credit awarded up to 1,000 Shortage up to 10% 11% to 20% 21% to 25%* up to 5,000 Shortage up to 7% 8% to 15% 16% to 23%* up to 20,000 Shortage up to 5% 6% to 12% 13% to 21%* above 20,000 Shortage up to 4% 5% to 10% 11% to 20%*
* The Customer's sole remedy in respect of shortages above these quantities ("Additional Shortages") will be a re-print of the entire shortage quantity of the relevant work, to be undertaken by the Nettl reseller within a reasonable period of time. The Customer shall not be entitled to a Credit in respect of an Additional Shortage.
11. Claims - Advice of damage, delay or partial loss of goods in transit or of non-delivery must be given in writing to the Nettl reseller and the carrier within three clear days of delivery (or, in the case of non-delivery within 28 days of despatch of the goods) and any claim in respect thereof must be made in writing to the Nettl reseller and the carrier within seven clear days of delivery (or, in the case of non-delivery, within 42 days of despatch). All other claims must be made in writing to the Nettl reseller within 28 days of delivery. The Nettl reseller shall not be liable in respect of any claim unless the aforementioned requirements have been complied with except in any particular case where the customer proves that (i) it was not possible to comply with the requirements and (ii) advice (where required) was given and the claim made as soon as reasonably possible.
12. Liability - The Nettl reseller gives no warranties or guarantees or makes any representations as to the merchantability or fitness for a particular purpose of any completed work the subject of a customer's order and all other warranties, conditions, guarantees or representations, whether express or implied, oral or in writing, except as expressly stated in these terms and conditions are hereby excluded. The Nettl reseller shall not be liable for any loss arising from delay in transit not caused by the Nettl reseller. Further, the Nettl reseller shall not be liable for any indirect, special or consequential damages, loss of profits, economic loss, loss of goodwill or loss of anticipated savings or loss of data. The total aggregate liability of the Nettl reseller in respect of any and all causes of action arising out of or in connection with the customer's order and the Nettl reseller's performance of services pursuant to such order (whether for breach of contract, strict
