TERMS & CONDITIONS OF TRADING
In these conditions the "Company" means Shenzhen Jinhao Color Printing Co.,Ltd. The "Customer" means the person, firm or company purchasing goods from the Company. "Contract" means any contract of sale of product and/or supply of services between the Company and the Customer. "Goods" means any goods and/or services forming the subject matter of the Contract but excluding any media used by the Company for storing digital data in the course of the order process. "Contract price" means the price of the Goods. “General Manager” means the director of the Company.
2. FORMATION OF CONTRACT
No contract shall arise between the Company and the Customer unless and until the Company confirms in writing its unconditional acceptance of the Customer’s order, to the exclusion of any other communication by or from the Company or any other conduct of the parties.
3. APPLICABILITY OF CONDITIONS
3.1 These terms and conditions, unless otherwise agreed in writing shall govern any Contract between the Company and the Customer, to the exclusion of any other terms or conditions, (whether written or oral, express or implied) even if contained or referred to in any of the Customer’s documents which purport to provide that the Customer’s own terms and conditions shall prevail.
3.2 These terms and conditions shall supersede any other terms and conditions governing any previous contract between the Company and the Customer, and no amendment or modification of these terms and conditions shall be effective unless it is in writing and signed or accepted by a General Manager.
4.1 Prices agreed apply strictly to the contractual specification and quantity and are subject to sight of Customer's materials. The Company reserves the right to amend the price in case of non-conformity with the contractual specification and quantity.
4.2 Unless otherwise stated all charges for couriers, postage, carriage, freight, safety testing, taxes, and customs duties where applicable, are payable by the Customer.
4.3 For the avoidance of doubt all prices given, whether in an estimate, price scales or correspondence of whatsoever nature are exclusive of VAT or other applicable taxes or duties, which will be charged in accordance with prevailing legislation.
4.4 Prices may be amended due to currency exchange rate fluctuations.
Proofs may be submitted for all jobs at the Customer's request. Proofs approved in writing by the Customer will be considered passed for press and no responsibility will be accepted for errors not corrected by the Customer. Because of the difference in equipment/conditions between the colour proofing and pressroom operations, reasonable variations by printing industry standards in colour between the proofs and completed job shall be accepted by the Customer.
6. DELIVERY AND PAYMENT
6.1 Existing customers: Any amounts owed to the Company fall due for payment within 30 days of despatch of the Goods unless otherwise agreed by both parties. New customers: Any amounts owed to the company fall due for payment with 50% advanced payment with order confirmation and 50% before shipment unless otherwise agreed by both parties. 6.2 Delivery of Goods by the Company to the Customer shall at all times be subject to INCO 2020 terms unless specifically agreed otherwise.
6.3 Any loss or damage in transport must be reported by the Customer to the Company within a reasonable time and in any case not later than 14 days from receipt by the Customer of the Goods. If the Customer shall fail to give such notice the consignment of Goods shall be conclusively presumed to be complete and undamaged.
6.4 Delivery dates are given by way of guidance only and time shall not be of the essence thereof. The Customer will not be entitled to cancel the contract or to any compensation for late delivery.
6.5 Should any suspension or delay by the Customer halt production for more than 30 days the Company will be entitled to invoice for work already completed and for materials ordered in connection with the Goods.
6.6 The Company shall use all reasonable endeavours to deliver the quantity ordered by the Customer, but in accordance with international practice, over or under delivery of up to 5% shall constitute good delivery, and the Company will bill for the actual quantity delivered within this tolerance.
7. CUSTOMER'S MATERIALS
7.1 Customer's materials, including but not limited to documents, transparencies, artwork, layouts, or any other materials in physical or digital form howsoever supplied or transmitted by the Customer will be held and transported at the Customer's risk. The Company will not be liable for any loss or damage, howsoever caused to Customer's materials while held, worked on or carried by the Company or the Company's agents or while in transport and the Customer should insure accordingly.
7.2 Where property is supplied to the Company by or on behalf of the Customer it will be delivered in sufficient quantities to cover normal spoilage.
7.3 The Company reserves the right to reject Customer's materials which it considers unsuitable. A charge will be made for materials found to be unsuitable during manufacture. Claims for imperfect manufacture due to unsuitable Customer's materials cannot be accepted.
7.4 Digital storage: The Customer will maintain a copy of any original electronic files and the Company will not be liable for any cost arising from loss or damage to any electronic file supplied by the Customer. Unless otherwise agreed in writing by a General Manager, the Company shall not be responsible for the checking of the content of any electronic file supplied by the Customer and the Customer will indemnify the Company against any liability arising from the publication of such files.
7.5 The Company reserves the right to make extra charges for storage of Customer’s materials.
7.6 All materials generated by the Company from Customer’s materials which do not form part of the finished product will remain the Company’s property.
8. COPYRIGHT INFRINGEMENT
8.1 The Customer hereby warrants that no reproduction, alteration, storage or use of words and images or any other information, data or material by the Company at the Customer’s request will infringe in any way any copyrights, licences or other third party rights and that any screen or printer fonts, data or picture files supplied by the Customer to the Company shall comply with the software vendors’ site license and/or any other copyright or other agreements.
8.2 The Customer hereby agrees to indemnify the Company and the Company’s employees, agents and/or contractors fully in respect of all claims, actions, proceedings, liability, loss, damage, costs and expenses which any such party may suffer as a result of any breach, or claimed breach, of the above warranty.
9.1 The Company shall have no liability to the Company for breach of any warranty or condition, express or implied, statutory or otherwise as to materials, workmanship or fitness for purpose of the Goods.
9.2 Defects in the Goods attributable to faulty materials or faulty workmanship must be notified to the Company in writing within 14 days of receipt of the Goods, time being of the essence to establish liability.
9.3 In the event of less than 3% of the Goods being found to contain defects attributable to faulty materials or workmanship such that under reasonable market conditions they shall be in the Company’s reasonable opinion commercially unacceptable, the Company will credit the Customer with its charges for such defective Goods.
9.4.1 In the event of more than 3% of the Goods being found to contain defects attributable to faulty materials or workmanship such that under reasonable market conditions they shall be in the Company’s reasonable opinion commercially unacceptable, the Company shall be obliged, at its option, to repair or replace the defective Goods within a reasonable time, or to credit the Customer with the price of such defective Goods paid or payable by the Customer.
9.4.2 In the event of a claim by the Customer, the Customer shall provide good evidence of the defects, and, if required, allow the Company a reasonable opportunity to inspect the Goods in order to verify the claim.
9.4.3 If the Company chooses to repair or replace the defective items, the Company may require the Customer, as a condition of the Company repairing or replacing the items, to return those items at the Company’s expense where reasonably practicable, or if not so practicable to return the copyright page of each defective item to the Company.
10. LIMITATION OF LIABILITY
10.1 These conditions do not purport to exclude or restrict any liability for fraud or for death or personal injury caused by negligence or any other liability.
10.2 The Company shall not be liable to the Customer or to any third party for indirect or consequential loss or damage of whatever kind, whether caused by misrepresentation, breach of contract, tort or otherwise, including but not limited to loss of actual or potential revenue or profit, loss of business or business reputation, loss or damage to property, loss of opportunity, professional fees, costs or expenses, nor will the Company be liable to indemnify the Customer against any claims, actions, costs, expenses of any third party.
10.3 Subject to the foregoing, in addition to any specific exclusion or limitation of its liability herein, the Company’s liability to the Customer shall not exceed the total price for the Contract to which the Customer’s claim relates, so that in the event of one or more claim, the aggregate value of such claims shall not exceed the total price.
11. PRODUCT SAFETY
11.1 Sole responsibility for ensuring that the Goods can be legally offered for sale or sold, and have been tested to applicable safety and environmental standards for the market in which they are to be sold rests with the Customer and the Company accepts no liability of any kind to the Customer in these respects.
11.2 If and whenever the Customer requests the Company to arrange product testing on its behalf (whether or not at the Customer’s expense) or the Company does so upon its own initiative, the Company accepts no liability or other responsibility of any kind to the Customer for anything not disclosed by such testing.
11.3 The Customer warrants that any component part supplied to the Company has been checked for safety and fitness for purpose.
12. ILLEGAL AND LIBELLOUS MATTER
12.1 The Company shall not be obliged to print any matter which it considers is, or may be, illegal, immoral, indecent, scandalous, libellous, or may otherwise give rise to legal proceedings. The Customer hereby warrants that no matter or materials which it requires or causes the Company to print or possess shall be in any way whatever an infringement of any copyright, patent, trade mark, or design or other right, and contains nothing defamatory, obscene, indecent, blasphemous, objectionable, in breach of the Official Secrets Acts or in any other way illegal or in breach of any duty or obligation of confidence.
12.2 The Customer hereby agrees to indemnify the Company in respect of all claims, actions, proceedings, liability, loss, damage, costs and expenses as a result of any breach, or claimed breach, of the above warranty.
13. FORCE MAJEURE
The Company shall not be liable for any delay or failure in its obligations which is caused wholly or partly by reason of Act of God, delay in transportation, labour disputes, fire, flood, war, drought, accident, government action, inability to obtain adequate labour, materials, manufacturing facilities or energy, or any other cause beyond the Company's control or that of its servants or agents, and if the delay or failure has continued for a period of 12 weeks then either party may elect to give notice in writing to the other party terminating the contract and then the Customer will pay for work done and materials used. Subject to this right to elect, the contract shall otherwise continue and the Customer shall accept delivery in accordance with the provisions.
14. LAW AND INTERPRETATION
This Contract or agreement shall be governed by the laws of China and Client consents to the non-exclusive jurisdiction of the Chinese Courts on all matters.
Shenzhen Jinhao Color Printing Co.,Ltd – June 2020.