In these Terms and Conditions:
“Company” means Gemini Print Solutions.
“Customer” means the person, firm or company purchasing goods or services from the Company, including anyone acting on their behalf.
“Contract” means any agreement between the Company and the Customer for the supply of goods and/or services.
“Goods” means printed products, materials, or other items supplied by the Company.
“Services” means any services provided by the Company, including but not limited to design, print, fulfilment, mailing, personalisation, storage, pick and pack, packaging and digital services.
2.1 Quotations and estimates are based on the Company’s current costs of production.
2.2 Unless otherwise agreed in writing, the Company reserves the right to vary prices at any time after acceptance of an order to reflect any increase or decrease in production costs, including (without limitation) materials, labour, transport, energy or third-party costs.
3.1 All prices are exclusive of VAT unless expressly stated otherwise.
3.2 The Company reserves the right to charge VAT and any other applicable taxes at the prevailing rate.
All preliminary work carried out at the Customer’s request, whether experimental or otherwise, shall be chargeable unless expressly agreed otherwise in writing.
5.1 The Customer is responsible for ensuring that all artwork, copy, data and instructions supplied are clear, accurate and suitable for purpose.
5.2 The Company reserves the right to charge for additional work required where supplied materials are defective, unclear or require correction.
5.3 The Company may reject any materials supplied by the Customer that it reasonably considers unsuitable.
6.1 Proofs will be submitted for the Customer’s approval where applicable.
6.2 The Customer is responsible for checking all proofs carefully.
6.3 The Company shall not be liable for errors not corrected by the Customer at proof stage.
6.4 Alterations requested by the Customer after proofs are supplied may be charged additionally.
6.5 Where design, layout or specification is left to the Company’s discretion, any subsequent changes requested by the Customer shall be chargeable.
7.1 Delivery shall be deemed accepted when tendered.
7.2 Unless otherwise agreed in writing, all prices are ex works. Delivery and carriage may be charged separately.
7.3 Risk in the Goods passes to the Customer on delivery.
7.4 Title to the Goods shall not pass until the Company has received payment in full for the relevant invoice and any other sums due.
7.5 The Company may make partial deliveries and invoice separately.
7.6 Where work is suspended or delayed by the Customer for more than 30 days, the Company may invoice for work completed, materials purchased and reasonable storage costs.
8.1 The Company shall use reasonable endeavours to deliver the quantity ordered.
8.2 Unless otherwise agreed, the Customer shall accept a tolerance of:
±5% for single-colour work;
±10% for multi-colour work;
±4% and ±8% respectively for quantities exceeding 50,000.
8.3 The invoiced amount shall reflect the actual quantity delivered.
9.1 The Customer must inspect Goods immediately upon delivery.
9.2 Notice of damage, shortage or non-delivery must be given in writing:
within 3 days of delivery (damage or partial loss);
within 28 days of dispatch (non-delivery).
9.3 All other claims must be made within 28 days of delivery.
9.4 Failure to comply with these requirements shall constitute acceptance of the Goods.
10.1 Delivery times are estimates only and are not guaranteed.
10.2 The Company shall not be liable for delays in transit or consequential loss arising from delay.
10.3 Where Goods are defective due to the Company’s proven fault, the Company’s liability shall be limited, at its option, to:
reprint or correction; or
credit or refund of the invoiced value of the defective Goods.
10.4 The Company shall not be liable for:
defects in Customer-supplied materials;
indirect or consequential loss;
loss of profit, business or goodwill.
10.5 Nothing in these Terms limits liability for death or personal injury caused by negligence, fraud, or any liability that cannot legally be excluded.
11.1 Plates, tooling, digital files, and production materials created by the Company remain the Company’s property unless otherwise agreed in writing.
11.2 Customer-supplied materials remain the Customer’s property.
11.3 The Company may destroy or delete production data after completion unless retention is agreed in writing. Storage charges may apply.
12.1 Customer property held by the Company is at the Customer’s risk unless otherwise agreed in writing.
12.2 The Company may charge reasonable storage fees for Customer property held before or after completion of the Contract.
12.3 The Customer is responsible for arranging insurance where appropriate.
If the Customer becomes insolvent or unable to pay its debts, the Company may, without prejudice to other rights:
a) suspend or terminate the Contract;
b) invoice immediately for all work completed and materials ordered;
c) exercise a general lien over Customer property in its possession and sell such goods on 14 days’ notice to recover sums due.
14.1 The Company may refuse to produce any material it reasonably believes to be illegal, defamatory or infringing third-party rights.
14.2 The Customer shall indemnify the Company against all claims, costs and liabilities arising from materials supplied by the Customer, including infringement of intellectual property rights.
Contracts for ongoing periodical work may be terminated only by written notice of:
13 weeks for monthly or more frequent publications;
26 weeks for less frequent publications.
The Company may terminate immediately where invoices remain unpaid.
The Company shall not be liable for failure or delay caused by events beyond its reasonable control, including but not limited to fire, flood, power failure, labour disputes, supply chain disruption or inability to obtain materials.
17.1 Unless otherwise agreed in writing, payment is due within 30 days of invoice date.
17.2 The Company reserves the right to charge interest on overdue accounts at:
8% above the Bank of England base rate,
plus reasonable recovery costs and administration fees.
17.3 The Company may suspend work where accounts fall outside agreed terms.
18.1 Where the Company processes personal data on behalf of the Customer, such processing shall be governed by the Company’s Data Processing Agreement.
18.2 Any agreement between the parties involving personal data shall be deemed to incorporate the Company’s current Data Processing terms.
These Terms and Conditions and any Contract between the parties shall be governed by and construed in accordance with the laws of England and Wales, and the parties submit to the exclusive jurisdiction of the English courts.
These Terms constitute the entire agreement between the Company and the Customer and supersede any prior terms unless expressly agreed in writing by a Director of the Company.
