Terms & Conditions

Continuous Design Ltd (CDL) Terms & Conditions

  1. Conditions Applicable These Terms and Conditions (together with the documents referred to in it) shall apply to all Contracts for the sale of goods and/or services by CDL to the customer, to the exclusion of all other Terms and Conditions including any Terms or Conditions which the customer may purport to apply under any purchase order, confirmation of order or similar document. Any variation to these Terms and Conditions (including any special Terms and Conditions agreed between the parties) shall be inapplicable unless agreed in writing by a Director of CDL. These Terms and Conditions apply to ALL supplies of goods and/services regardless of whether the order originates via mail, fax, telephone, verbal, email, web-order through cdlfm.com or a any other website portal managed by CDL. This document should be read in conjunction with CDL’s Privacy Policy.
  2. Acceptance When Contracting CDL to provide You or your Company or Enterprise with goods and/or services we adopt the assumption that you have read and accepted these Terms and Conditions in full, together with acceptance for CDL to hold your personal data in accordance with the UK Data Protection Act 1998 and the European General Data Protection Regulation 2018 as fully detailed within CDL’s Privacy Policy.
  3. Acceptance By Internet Protocols By accessing our website(s) and accepting our “cookie” policy, we assume you also accept these Terms and Conditions and CDL’s Privacy Policy in full. Do not continue to use CDL’s website(s) if you disagree with any of these Terms & Conditions or any clauses with CDL’s Privacy Policy.
  4. Intellectual Rights Unless otherwise stated, CDL and/or it’s licensors own the intellectual property rights for all Company material and/or content and material within the website cdlfm.com or any other web portal owned or managed by CDL. All intellectual property rights are reserved. You may view and/or print pages from cdlfm.com for your own personal use subject to restrictions set in these Terms and Conditions but you must not:
    • a) Republish material owned directly by CDL or indirectly from cdlfm.com
    • b) Sell, rent or sub-license material from cdlfm.com
    • c) Reproduce, duplicate or copy material directly from or indirectly from cdlfm.com
    • d) Redistribute content from cdlfm.com (unless content is specifically made for redistribution)
    • e) Hyperlinking to our website content without express permission from CDL
    • f) Without prior approval and express written permission, you may not create iframes around our website pages or use other techniques that alter in any way the visual presentation or appearance of our website.
  5. Price and Payment The price for the goods and/or services shall be the price set out by CDL within their quotation. The price is an estimate only based on CDL current cost of production and CDL reserves the right to increase the price of the goods to reflect any increase in the cost to CDL which is due to factors occurring between the date of the Contract and the date of delivery which is beyond the reasonable control of CDL including without limitation foreign exchange fluctuations, taxes and duties and changes in the cost of materials, labour, transport and other manufacturing costs. The price is exclusive of VAT which shall be due and payable by the customer at the rate ruling on the date of the invoice raised by CDL. Payment of the price and VAT shall be due within 30 days of the date of the invoice, unless otherwise agreed. Time for payment shall be of the essence. Interest on overdue invoices shall accrue from the date when payment becomes due from day to day until the date of payment at a rate of 2% above Barclays Bank Plc’s base rate from time to time in force and shall accrue at such rate after as well as before any judgement.
  6. Preliminary Work All work carried out, whether experimentally or otherwise, at the customer’s request shall be charged.
  7. Copy A charge may be made to cover any additional work involved where copy supplied is not clear and legible.
  8. Proofs Proofs of all work may be submitted for the customer’s approval but no responsibility will be accepted for any errors in proofs which have been passed and accepted by the customer. Customer’s alterations and additional proofs necessitated thereby will be charged extra. When style, type or layout is left to CDL’s judgement, these will be charged at the standard artwork rate, Any changes made by the customer will therefore be charged as an extra service.
  9. Delivery and Payment
    • a) Delivery of the goods shall be made to the customer’s nominated address on the delivery date notified by CDL to the customer. Unless otherwise specified, the price quoted includes delivery of the work to the customer’s nominated address. A charge may be made to cover any extra costs involved for delivery to a different address.
    • b) Should expedited delivery be agreed, CDL reserves the right to make an extra charge to cover any overtime or other additional costs involved.
    • c) CDL shall not be liable for any loss or damage whatsoever due to failure by CDL to deliver the goods promptly or at all. Time of delivery is not of the essence of the Contract.
    • d) The customer shall make all arrangements necessary to accept delivery of the goods whenever they are tendered for delivery. The customer shall be deemed to have accepted the goods upon delivery of them. After acceptance, the customer shall not be entitled to reject goods which are not in accordance with the Contract.
    • e) Should work be suspended at the request of or delayed through any default of the customer for a period of 30 days CDL shall then be entitled to payment for work already carried out, materials specially ordered and all other additional costs including storage.
    • f) If the customer fails to make any payment on the due date, then without prejudice to any other rights of CDL, it may at its option cancel or suspend the Contract without prejudice to any other rights CDL may have against the customer.
  10. Variations in Print Quantity Every endeavour will be made to deliver the correct quantity ordered but quotations are conditional upon the following margins being allowed for overs or shortages (measured in fold depths); the same to be charged or deducted.
    • a) For quantities below 10,000 or where special papers or special features are required -10%
    • b) Single part or one process work 10,000 to 50,000 – 5%
    • c) Over 50,000 – 4%
    • d) Multi-part, Multi-unit, or multi-process work 10,000 to 50,000 -10%
    • e) Over 50,000 – 8%
    • f)  Flat print – 10%
    • g) Labels – Reel and Sprocket punched – 10%
  11. Claims Advice of damage, delay or partial loss of goods in transit or of non delivery must be given in writing to CDL and the carrier within three 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 CDL 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 CDL within 28 days of delivery. CDL shall not be liable in respect of any claims 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 claims made as soon as reasonably possible.
  12. Title and Risk Risk in relation to the goods shall pass to the customer on delivery of the goods. In spite of delivery having been made, the Title in the goods shall not pass from CDL until; ­i) the customer shall have paid the price plus VAT in full; and ii) no other sum shall be due from the customer to CDL.
    • a) Until property of the goods passes to the customer in accordance with the above clause, the customer shall hold the goods on a fiduciary basis as a bailee for CDL. The customer shall store the goods (at no cost to CDL) separately from all other goods in its possession and marked in such a way that they are clearly identified as the property of CDL.
    • b) Notwithstanding that the goods (or any of them) remain the property of CDL, the customer may sell or use the goods in the ordinary course of the customer’s business at full market value for the account of CDL. Any such sale or dealing shall be a sale or use of the property of CDL by the customer on the customer’s own behalf and the customer shall deal as principal in making such sale or dealing. Until property in the goods passes from CDL, the entire proceeds of sale or otherwise of the goods shall be held in trust for CDL and shall not be mixed with any other money or paid into any overdrawn bank account and shall be at all times identified as the money of CDL.
    • c) CDL shall be entitled to recover the price (plus VAT) notwithstanding that property in any of the goods has not passed from it.
    • d) Until such time as property in the goods passes from CDL the customer shall upon request deliver up such of the goods as have not ceased to be in existence or resold to CDL. If the customer fails to do so CDL may enter upon any premises owned, occupied or controlled by the customer where the goods are situated and repossess the goods. On the making of such request, the rights of the customer under clause shall cease.
    • e) The customer shall not pledge or in any way charge by way of security for any indebtedness any of the goods which are the property of CDL. Without prejudice to the other rights of CDL, if the customer does so, all sums whatsoever owing by the customer to CDL shall forthwith become due and payable.
    • f) The customer shall insure and keep insured the goods to the full price against all risks to the reasonable satisfaction of CDL until the date that property in the goods passes from CDL and shall, whenever requested by CDL, produce a copy of the policy of insurance. Without prejudice to the other rights of CDL, if the customer fails to do so, all sums whatsoever owing by the customer to CDL shall forthwith become due and payable.
  13. Customer’s Property Except in the case of a customer who is not contracting in the course of a business nor holding himself out as doing so, customer’s property and all property supplied to CDL by or on behalf of the customer shall while it is in the possession of CDL or in transit to or from the customer be deemed to be at the customer’s risk unless otherwise agreed and the customer should insure accordingly. CDL shall be entitled to make a reasonable charge for the storage of any customer’s property left with CDL before receipt of the order or after notification to the customer of completion of the work.
  14. Materials supplied by the Customer
    • a) CDL may reject any paper, plates, disc or artwork or other materials supplied or specified by the customer which appear to him to be unsuitable. Additional costs may be incurred if materials are found to be unsuitable during production may be charged except that if the whole or any part of such additional cost could have been avoided, but for reasonable delay by CDL in ascertaining the unsuitability of the materials then that amount shall not be charged to the customer.
    • b) Where materials are so supplied or specified, CDL will take every care to secure the best results, but responsibility will not be accepted for imperfect work caused by defects in or unsuitability of materials so supplied or specified.
    • c) Quantities of materials supplied shall be adequate to cover normal spoilage.
  15. Storage Clients must appreciate that paper is a material which is rapidly and considerably affected by storage and usage conditions. Unless precautions are taken it is liable to be affected by variations in temperature and humidity. Variations in humidity are the most serious and will, by changing the moisture content of the stationery, alter its size and strength characteristics. No liability will be accepted if the following conditions are not adhered to:
    • a) Humidity – Paper stationery should be stored in conditions between 40% r.h. and 60% r.h. If stationery is stored outside these limits a progressive deterioration in performance must be expected. This may be minimised if sufficient time is allowed for acclimatisation to the conditions in which it is to be used but paper exposed to extremes of humidity may be permanently damaged.
    • b) Temperature – Paper stationery should be stored at a temperature between 16C and 25C (between 60F and 75F). Transient variations outside this range will not normally affect its performance. If stationery is transferred from a cold room to a warm room it will experience a warp. It is unlikely the stationery will return to its former state.
    • c) Stacking – Paper stationery should be kept in the original boxes until required for use. Boxes should be stored lid uppermost and not directly touching a floor. They should not be stored close to pipes, radiators, hot air ducts, open windows, or such like. Boxes should not be stacked more than five high, should be supported squarely at the bottom and should have no heavy weights placed upon them. Partly used boxes should not be placed within a stack but may be placed as the top box in a stack of five.
  16. Illegal Matter CDL shall not be required to print any matter which is in its opinion is or may be of an illegal or libellous nature or an infringement of the proprietary or other rights of any third party. CDL shall be indemnified by the customer in respect of any infringement of copyright, patent, design or of any other proprietary or personal rights contained in any material printed for the customer. The indemnity shall extend to any amounts paid on a lawyer’s advice in settlement of any claim.
  17. Standing Material Metal, film, glass and other materials owned by CDL and used by them in the production of type, plates, moulds, stereotypes, electrotypes, film-setting, negatives, positives and the like shall remain their exclusive property. Such items when supplied by the customer shall remain the customer’s property.
  18. Periodical Publications A contract for the printing of a periodical publication may not be terminated by either party unless 13 weeks notice in writing is given in the case of periodicals produced monthly or more frequently or 26 weeks notice in writing is given in the case of other periodicals. Notice may be given at any time but wherever possible should be given after completion of work on any one issue. Nevertheless the printer may terminate any such contract forthwith should any sum due thereunder remain unpaid.
  19. Liability CDL shall not be liable for any loss to the customer arising from delay in transit not caused by CDL or their Contractors.
  20. Limitation on Liability.
    • a) Except where the customer is trading as a consumer (as defined in the Unfair Contract Terms Act 1977 Section 12) all implied terms, conditions and warranties relating to the quality and/or fitness for purpose of the goods or any of the goods and whether implied by statute or common law or otherwise are excluded.
    • b) Nothing in this clause (12) shall restrict or exclude liability for death or personal injury caused by the negligence of CDL or affect the statutory rights of a customer when dealing as a consumer.
    • c) CDL shall be under no liability whatsoever to the customer for any indirect loss and/or expense (including loss of profit) suffered by the customer arising out of a breach of CDL of this Contract.
    • d) In the event of any breach of this contract by CDL the remedies of the customer shall be limited to damages. Under no circumstances shall the liability of CDL exceed the price of the goods.
  21. Insolvency If the customer fails to pay their debts in the ordinary course of business or cannot pay their debts as they become due or being a Company is deemed to be unable to pay its debts or has a winding-up petition issued against it or being a person committing an act of bankruptcy or has a bankruptcy petition issued against him/her, CDL without prejudice to other remedies shall have the right not to proceed further with the contract or any other work for the customer and be entitled to charge for work already carried out (whether completed or not) and materials purchased for the customer. Such charge to be an immediate debt due to the customer and, in respect of all unpaid debts due from the customer, have a general lien on all goods and property in their possession (whether worked on or not) and shall be entitled on the expiration of 14 days notice to dispose of such goods or property in such manner and at such price as CDL thinks fit and to apply the proceeds towards such debt.
  22. Force Majeure CDL shall be under no liability if it shall be unable to carry out any provision of the contract for any reason beyond CDL’s 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 to furtherance of a dispute or owing to any inability to procure materials required for the performance of the contract. During the continuance of such a contingency the customer may by written notice to the printer elect to terminate the contract and pay for work done and materials used, but subject thereto shall otherwise accept delivery when available.
  23. Waiver If we fail, at any time during the term of a Contract, to insist upon strict performance of any of your obligations under the Contract or any of these terms and conditions, or if we fail to exercise any of the rights or remedies to which we are entitled under the Contract, this shall not constitute a waiver of such rights or remedies and shall not relieve you from compliance with such obligations. A waiver by us of any default shall not constitute a waiver of any subsequent default. No waiver by us of any of these terms and conditions shall be effective unless it is expressly stated to be a waiver and is communicated to you in writing.
  24. Severability If any of these terms and conditions or any provisions of a Contract are determined by any competent authority to be invalid, unlawful or unenforceable to any extent, such term, condition or provision will to that extent be severed from the remaining terms, conditions and provisions which will continue to be valid to the fullest extent permitted by law.
  25. Disclaimer To the maximum extent permitted by applicable law, we exclude all representations, warranties and conditions relating to our physical business and/or website(s) and the use of such (including, without limitation, any warranties implied by law in respect of satisfactory quality, fitness for purpose and/or the use of reasonable care and skill).
  26. Entire Agreement 
    • a) These Terms and Conditions and any document expressly referred to in them represent the entire agreement between us in relation to the subject matter of any Contract and supersede any prior agreement, understanding or arrangement between us, whether oral or in writing.
    • b) We each acknowledge that, in entering into a Contract, neither of us has relied on any representation, undertaking or promise given by the other or be implied from anything said or written in negotiations between us prior to such Contract except as expressly stated in these Terms and Conditions.
    • c) Neither Party shall have any remedy in respect of any untrue statement made by the other, whether orally or in writing, prior to the date of any Contract (unless such untrue statement was made fraudulently) and the other party’s only remedy shall be for breach of contract as provided in these terms and conditions.
  27. Our Right To Vary These Terms and Conditions We have the right to revise and amend these Terms and Conditions from time to time. You will be subject to the policies and Terms and Conditions in force at the time that you order Products and/or Services from us, unless any change to those policies or these Terms and Conditions is required to be made by law or governmental authority (in which case it will apply to orders previously placed by you), or if we notify you of the change to those policies or these Terms and Conditions before we send you the confirmation (in which case we have the right to assume that you have accepted the change to the terms and conditions, unless you notify us to the contrary within seven working days of receipt by you of the Products and/or Services).
  28. Law & Jurisdiction Contracts for the purchase of Products and/or Services through our Company or Website(s) will be governed by the laws of England and Wales. Any dispute arising from, or related to, such Contracts shall be subject to the exclusive jurisdiction of the courts of England and Wales.