BZ Marketing & Design – Terms and Conditions
1. Terms & Interpretation
1.1 These terms govern all contracts for the sale of Goods and/or provision of Services between BZ
Marketing & Design (“BZ”) and any purchaser of the Goods and/or Services provided by BZ including all agents and customers of such purchaser (“the Purchaser”). These terms can only be varied with the written consent of BZ.
1.2 ““Contract” means any binding contract between BZ and the Purchaser for the sale of Goods and/or Services.
1.3 BZ is in the business of providing goods and services relating to strategic marketing, advertising, design, branding, corporate identity, web design, online marketing, exhibitions, events, point of sale, photography and print., and all other related services provided by the Company from time to time (the “Goods” and “Services”).
1.4 “Intellectual Property Rights” means all industrial and intellectual property rights, whether registered or unregistered, including without limitation patents, trade marks and service marks whether registered or unregistered, registered designs, unregistered designs and copyrights and any applications for any of the foregoing in any part of the world, and the copyright in all drawings, plans, specifications, designs and computer software, and all know-how and confidential information;
1.5 “Materials” means the copy, artwork, layouts, designs, paper, printed material or electronics files that are supplied by the Purchaser (or on the Purchaser’s behalf) to BZ and which are to be used by BZ to provide the Goods and/or Services;
1.6 The clause headings do not form part of the contract.
1.7 These terms and conditions apply whenever business is conducted between BZ and the
Purchaser and supersede all prior agreements or understandings, whether written or oral and BZ hereby rejects any terms and conditions contained in any purchase order or other business forms or in correspondence or elsewhere or implied by trade, custom, practice or course of dealing.
2. Delivery, Specification and Performance
2.1 A Contract shall come into effect at the point that BZ unconditionally accepts a Purchaser’s
order. Written or verbal.
2.2 Time shall not be of the essence with regard to delivery of Goods or provision of Services and
any dates quoted are an estimate only. BZ reserves the right to make partial deliveries.
2.3 Delivery and performance of services shall take place at BZ’s premises unless agreed
otherwise in which case delivery and travel costs shall be charged extra to the Purchaser.
2.4 All illustrations and specifications produced by BZ relating to the Goods and/or Services are approximate only and BZ reserves the right to make such alterations as it thinks fit.
Performance figures are approximate and are not to be relied upon.
2.5 BZ reserves the right to delay production of the Goods and/or Services without prejudice to
Clause 2.1 in the following circumstances:
2.5.1 Until BZ has been put in cleared funds to purchase any paper or other materials not held in
stock by BZ which are a special requirement of the Purchaser’s order.
2.5.2 BZ may in its absolute discretion set and alter a credit limit for the Purchaser and where
performance of the contract would increase the amount owed by the Purchaser to BZ beyond
such credit limit.
2.6 BZ shall not be in breach of contract, without prejudice to any other provision in the contract, in
the event of:
2.6.1 Variation from specification or design in dimensions, typeface or layout if such
variations do not materially affect the suitability of the Goods and/or Services for the purpose for which the same have been provided by BZ and the Purchaser acknowledges that BZ may not reproduce the precise dimensions or colours shown in the specification, design, drawing, sample or other description provided by BZ or the Purchaser.
2.6.2 Any effect on colours specified of the material on which the colours are to be used.
2.6.3 Unless and until BZ has been given a reasonable opportunity to amend (at its option)
any defect in the Goods and/or Services.
2.6.4 Any variation from the quantities ordered by the Purchaser within a margin of five per
cent for printing in one colour and ten per cent in more than one colour and shortages or overs shall be deducted or charged pro-rata as the case may be.
3. Cancellation and Postponement
3.1 The Purchaser shall fully indemnify BZ against all loss (including loss of profit) or expense
however indirect or remote resulting from cancellation or other breach of the contract by the
3.2 All orders placed by the Purchaser are irrevocable but BZ shall have the right to cancel the
contract without liability until such time that the Goods are delivered or Services performed as
the case may be or the Purchaser is invoiced.
3.3 BZ shall be entitled to payment for all installments of Goods produced and/or Services
performed in whole or in part and BZ shall without prejudice to its other rights be entitled to invoice the Purchaser forthwith on being requested by the Purchaser to delay performance of the Contract.
4.1 All prices quoted are exclusive of any taxes, duties or charges, packing costs, postage costs
and transport costs from BZ’s premises unless otherwise stated.
4.2 BZ shall have the right to reduce or increase prices at any time without prior notice, except with
respect to Contracts existing prior to such price modification.
4.3 BZ shall be entitled to charge and be paid for collecting any items from the Purchaser, any
costs incurred for expediting delivery or arising from unclear or illegible Materials supplied by
the Purchaser or any additional services requested by the Purchaser.
4.4 If the Purchaser fails to take delivery of any items when they are ready for delivery BZ may at its
option either store them itself or have them stored by third parties on such terms as BZ itself may in its absolute discretion think fit. The Purchaser shall be responsible for all storage and related transport and handling costs and where the storage/transport/handling is done by BZ the Purchaser shall pay a reasonable charge to BZ.
5.1 Please note: Payment terms 30 days nett.
5.2 Please note: All accounts beyond BZ’s credit terms will be passed to BZ’s debt collection
agency, Barnes Cooper.
5.3 All overdue accounts, without exception, will be subject to a surcharge of 15% plus vat to cover
our costs of recovery. These accounts will also be subject to any legal costs incurred in
5.4 Where BZ is to post or otherwise despatch items the Purchaser must, unless agreed otherwise
in writing, put BZ in sufficient cleared funds to cover the costs of packing or other despatch three working days in advance of the date of posting or despatch as the case may be (time to be of the essence) and BZ without prejudice to its other rights shall be under no obligation to proceed with performance of the contract if such funds are not received by such time.
5.5 BZ is entitled to payment for all work carried out at the Purchaser’s request at any time whether experimentally or otherwise.
6. Set-off and Lien
6.1 No payments may be withheld nor may any counterclaims of the Purchaser be set off against
any payment due.
6.2 BZ shall have a general and particular lien on all money and property which the Purchaser
owns or is entitled to possess which is in the possession of BZ or its agents, which it may sell as the Purchaser’s agents to reduce the Purchaser’s debt to BZ.
7. Force Majeure
BZ shall be under no liability if they shall be unable to carry out any provision of the Contract for any reason beyond their control including (without limiting the foregoing) 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 Contract. In force majeure circumstances BZ may in its sole discretion terminate any Contract or cancel delivery of Goods to the Purchaser or may, with the agreement of the Purchaser, deliver Goods at an agreed rate of delivery commencing after any suspension of deliveries.
8.1 BZ shall not be liable for any claim in respect of shortages or in respect of Goods or Services
alleged to be defective unless made in writing to BZ within ten days of delivery and any
allegedly defective Goods or items or a sample thereof are returned for inspection by BZ.
8.2 BZ shall not be liable for any claims for non-delivery or for loss or damage to the Goods or other items in transit unless the Goods or items were then at the risk of BZ and the claim is made in writing to BZ within a period of seven days from the date of delivery or the time when the
Goods or items should have been delivered.
9. Warranty and Representations
9.1 BZ will carry out the Contract with reasonable skill and care and where Goods or Services
supplied by BZ are proved to be defective within six months of delivery due solely to defective materials or defective workmanship then BZ at its discretion shall (a) replace such Goods or offer to re-perform the relevant Services without charge as the case may be or (b) allow the Purchaser a reasonable credit in respect of such Goods or Services.
9.2 Only written warranties and representations, and not verbal ones, made by BZ may be relied on by the Purchaser. The Purchaser warrants that he has disclosed to BZ in writing all matters which may affect the fitness for their purpose of Goods supplied or the effectiveness of Services rendered. The conditions of the contract are limited to those stated in writing by BZ.
9.3 BZ may at any time change its warranty without incurring any liability to the Purchaser.
9.4 All conditions and representations expressed or implied by statue, common law or otherwise in relation to the Goods are hereby excluded to the fullest extend permitted by law save for
liability for death or personal injury caused by negligence.
10. Exclusion of Liability
10.1 The warranty contained in Clause 9.1 does not extend to any goods not produced by BZ which
shall carry only the warranty (if any) of their manufacturer (insofar as such warranty if
transferable to the Purchaser).
10.2 The terms of Clause 9 are in lieu of all other express or implied conditions and warranties.
10.3 BZ’s aggregate liability, if any, to the Purchaser whether for negligence, breach of contract,
misrepresentation or otherwise shall in no circumstance exceed the cost of the defective Goods or Services which gave rise to such liability in respect of any occurrence or series of occurrences.
10.4 BZ shall in no circumstances be liable to the Purchaser for any loss, damages, costs or expenses of any nature whatsoever incurred or suffered by the Purchaser of an indirect or consequential nature including without limitation any economic loss or other loss of turnover, profits, business or goodwill arising in contract, tort, negligence, breach of statutory duty or otherwise.
10.5 The parties have freely negotiated the contract including the price in the knowledge that the liability of BZ is to be limited. A higher price would be payable but for such limitation.
11.1 Risk in the Goods that shall pass to the Purchaser on delivery.
11.2 Until title passes to the Purchaser it shall indemnify BZ against all loss or damage to the goods
or depreciation in their value and shall keep them fully insured.
12.1 Title to Goods remains with BZ until the Purchaser pays to BZ the full price for those Goods and
any other sums owing to or claimed by BZ on any account.
12.2 Until title passes to the Purchaser, the Purchaser shall not deal with or dispose of the Goods
other than for full value in its normal course of business. Any permission to deal with the Goods ceases immediately on the appointment of an administrative receiver, on the presentation of a winding up or bankruptcy petition or of a petition for the making of an administration order, the appointment of a liquidator, the giving of notice of any meeting to pass a winding up resolution, or any other act of insolvency.
12.3 Until title passes, BZ may at any time (regardless of any period of credit given to the Purchaser) enter onto the premises of the Purchaser or of its agents or customers to repossess all or part of the Goods without prejudice to any rights of BZ.
12.4 Until title passes, the Goods shall be stored separately by the Purchaser and clearly identifiable as the property of BZ.
12.5 Where Goods belonging to BZ are stored in common with similar items belonging to others, it shall be conclusively presumed (regardless of any evidence to the contrary) that the Goods are withdrawn last from store.
12.6 Until title passes the Purchaser shall hold the goods as bailee for BZ and shall be fiduciary for BZ in respect of the Goods and in respect also of any proceeds of sale of such Goods.
12.7 Where title to the Goods has not passed from BZ and a third party (not aware of BZ’s ownership of such Goods) wishes to buy the Goods, the Purchaser may invoice the Goods to the Third Party. The Purchaser shall operate as principal in respect of obligations owing to the Third Party in respect of such transaction, but as agent for BZ in respect of rights arising against the Third Party. The Purchaser acknowledges that all rights against the Third Party belong to BZ including the right to payment for Goods from the Third Party and assigns such rights as it possesses to BZ. All payments received from the Third Party shall be passed directly to BZ.
12.8 The Purchaser shall give BZ full particulars of persons to whom Goods have been or are intended to be sold.
13. Property Rights
13.1 All Intellectual Property Rights in the Goods or in any document, invention or information made
or compiled in connection with the Goods and/or Services of the Contract shall be vested in BZ. The Purchaser shall have a non-exclusive, non-transferable licence to use (but not copy) it as necessary, terminable immediately on notice by BZ.
13.2 Where computer software is supplied by BZ, title to the software and any hardware or medium on which it is stored and any manuals relating to it remains permanently with BZ which may require its return at any time. The Purchaser will procure that no copies are taken of the software or any manuals. The Purchaser shall have a non-exclusive, non-transferable licence to use them, terminable immediately on notice by BZ.
13.3 The Purchaser will notify BZ immediately of any infringement or potential infringement of the BZ’s intellectual property rights which come to its attention.
13.4 The Purchaser hereby represents and warrants to BZ that it either owns or has explicit permission to use all Intellectual Property Rights in the Materials and shall, upon request of BZ, provide documentary evidence of such ownership or right to use.
13.5 The Purchaser shall fully indemnify BZ against any and all expenses, costs or liabilities arising as a result of a breach of clause 13.4 above including but not limited to any expenses, costs or liabilities arising as a result, either directly or indirectly, of a claim by a third party that BZ’s use of the Materials in any way infringes such third party’s Intellectual Property Rights.
14. Indemnity and Insurance by Purchaser
The Purchaser shall insure fully against and shall indemnify BZ against all expenses and liabilities connected with:
14.1 Any defect in the Goods or in any product of the Purchaser or any third party deriving title in the
Goods directly or indirectly from the Purchaser (including any liability relating to the Consumer Protection Act 1987 EEC Council Directive 85/374/EEC or any other similar equivalent foreign legislation (the “Product Laws”) unless such liability is caused solely by BZ’s negligent act or omission in the manufacture or delivery of such Goods;
14.2 Any use at the Purchaser’s request by BZ, the Purchaser or any third party of a trade or service mark in connection with the goods or any product or service;
14.3 Any infringement of any intellectual property rights of any third party caused by the production, supply, use or sale of the Goods or any product or Service or by the use of any trade or service mark;
14.4 Any negligent or wilful act or omission of the Purchaser in connection with or in relation to the use or supply of the Goods or Services;
14.5 Any liability or loss arising from or connected with any specification supplied by the Purchaser.
14.6 Any costs or claims arising out of the use of any mailing lists supplied by the Purchaser.
If the Purchaser shall commit any material breach of its obligations hereunder or shall (being an individual) commit an act of bankruptcy or shall (being a corporation) go into liquidation other than for the purpose of reconstruction or amalgamation or shall suffer the appointment of a receiver of any of his or its property or make any deed or arrangement with or composition for the benefit of any of his or its creditors, or if in the opinion of BZ the Purchaser’s credit becomes impaired, BZ shall have the following rights and remedies in addition to any other rights and remedies provided by applicable law:
15.1 All sums shall become immediately due and payable, notwithstanding any credit terms previously in effect.
15.2 BZ may refuse any order placed by the Purchaser;
15.3 BZ may cancel any Contracts or delay shipment of any order.
15.4 If credit previously has been extended by BZ to the Purchaser, and BZ elects to make further
sales to the Purchaser, BZ may require payments on a cash on delivery or cash-in-advance
15.5 In the event collection of sums due from the Purchaser to BZ is referred to lawyers or debt
recovery agents for which BZ is insured or if proceedings are brought to collect such sums or to enforce the rights of BZ, the Purchaser agrees to pay all costs, commissions, administration charges and reasonable fees, including all such costs and fees incurred in any appeal or proceedings and in executing any judgement.
16. Materials used by BZ
16.1 All materials, artwork files, patterns, drawings and other documentation or property whether
intellectual property or otherwise owned by or created by BZ shall remain BZ’s exclusive property and may be disposed of at BZ’s absolute discretion. The Purchaser will keep the same confidential unless authorized otherwise by BZ.
16.2 Type may be distributed and lithographic, photographic or other work effaced immediately after the order is executed unless arrangements are agreed in writing by BZ to the contrary in which event the Purchaser shall pay reasonable storage charges to BZ.
16.3 BZ may reject any paper, plates or other materials supplied or specified by the Purchaser which appear to BZ to be unsuitable. The Purchaser shall accept and be responsible for all extra costs and delays caused by or arising from such rejection by BZ.
16.4 BZ shall not be responsible for and the Purchaser shall accept and be responsible for imperfect work or delays caused by defects in or unsuitability of the Materials.
16.5 Quantities of materials supplied by the Purchaser must be adequate to cover normal spoilage and wastage and the Purchaser shall bear any costs and delays caused by an insufficiency of such materials as may be required in order to enable performance of the contract.
16.6 The Materials and all other property supplied to BZ by or on behalf of the Purchaser will be held, worked on, and transported at the Purchaer’s risk. BZ shall not be liable for any loss or damage to such property howsoever occasioned.
16.7 Where Materials are provided, the Purchaser shall provide sufficient Materials to cover spoilage and set up and the Purchaser shall, without exception, retain at least one copy of all such Materials and BZ shall not be held liable for the loss or damage to any such Materials,
17.1 Variations to the Goods and/or Services requested by the Purchaser including author’s
corrections and alterations in style and the cost of additional proofs necessitated by such
corrections will be charged extra.
17.2 If proofs of matter to be printed are submitted for approval by the Purchaser prior to printing BZ
will accept no responsibility for any errors in such matter (whether in style, layout, colour,
spelling or otherwise) not corrected by those to whom the proofs are submitted.
17.3 When style, type or layout is left to BZ’s judgement changes therefrom requested by the
Purchaser shall be charged extra.
18. Contents of Printed or Published Matter
18.1 BZ shall not be obliged to print or publish any matter which in the opinion of BZ is libellous,
infringes the Intellectual Property Rights or other rights of any third party or is of an obscene, discriminatory or immoral nature or otherwise likely to be illegal or unlawful or likely to involve BZ in legal proceedings of any nature (“Objectionable Matter”).
18.2 Notwithstanding BZ’s rights contained in clause 18.1 above and without prejudice to other provisions contained herein BZ shall be under no liability whatsoever in respect of any loss, damage or claim incurred by or made against the Purchaser in respect of any Objectionable Matter and BZ shall be indemnified and kept indemnified by the Purchaser in respect of all claims, costs (including without limitation legal costs on a full indemnity basis) and expenses arising out of or connected with or resulting from any Objectionable Matter.
19. Subcontracting & Website related Services
19.1 BZ may at its absolute discretion subcontract some of the Services provided to third parties.
19.2 For the provisions of website hosting services, BZ use a third party and the Purchaser acknowledges that by requesting such services it is bound by the terms and conditions of such third party provider a copy of which shall be made available to the Purchaser upon request.
19.3 In the event that BZ provides website-related Services to the Purchaser, the Purchaser shall at all times remain responsible for the content of and activity conducted through the Purchaser’s website and specifically agrees that any website to which the Services relate is not used to, or does not allow users of it to:
19.3.1 upload, post or email any content that is unlawful, harmful, threatening, abusive, harassing, tortious, defamatory, vulgar, obscene, libellous, invasive of another’s privacy, hateful or racially, ethnically or otherwise objectionable;
19.3.2 harm minors in any way;
19.3.3 impersonate any person or entity, falsely state or otherwise misrepresent your
affiliation with a person or entity or disguise the origin of any content;
19.3.4 ‘stalk’ or otherwise harass another;
19.3.5 collect or store personal data about other users;
19.3.6 upload, post or email any content that you do not have a right to transmit under any
law or under contractual or fiduciary relationships;
19.3.7 upload, post or email any content that infringes any intellectual property rights of any
19.3.8 upload, post or email any unsolicited or unauthorised advertising, promotional
materials, ‘junk mail’, ‘spam’, ‘chain letters’ or any other form of solicitation;
19.3.9 upload, post or email any content that contains computer viruses or any other computer code, files or programs designed to interrupt, destroy or limit the
functionality of any computer software, hardware or telecommunications equipment;
19.3.10 violate any applicable national or international laws or regulations.
19.4 The Purchaser shall full indemnify BZ and any third party to which BZ has subcontracted the Services any and all costs, expenses or liability arising from a breach of clause 19.3 above howsoever caused and the Purchaser agrees, at it’s cost, to take all reasonable steps to, or assist BZ to, remove, withdraw or otherwise prevent any material or action causing a breach of clause 19.3.
19.5 In the event that BZ provides website-related Services to the Purchaser, the Purchaser shall ensure that any website that BZ are engaged in relation to includes:
19.5.2 suitable security procedures and/or programs to prevent or protect against the unauthorized use or modification of or access to such website.
20. Termination by BZ
20.1 If the Purchaser commits any breach of or fails to comply with any term of the Contract or
becomes insolvent BZ shall have the right (without prejudice to its other rights or remedies) forthwith to terminate the Contract or any part of it and/or to withhold delivery of Goods or other items and demand immediate payment for all Goods or Services or work in progress on Goods or Services or other items intended for the Purchaser.
20.2 On termination of the Contract howsoever caused all amounts which BZ is entitled to recover from the Purchaser (whether or not invoiced and whether in respect of work wholly or partly performed) shall become immediately due and payable.
If any of these terms or any part of any of these terms is judged by a court to be unenforceable or void, it shall not affect the remainder of such term or any other such term or otherwise affect the Contract and shall be replaced by such valid term as is as near as may be in effect to the original term.
The Contract shall be governed by the laws of England and disputes arising from it shall be subject to the jurisdiction of the English Courts.