Conditions of Sale
Our Conditions of Sale
(Wherein Art is an Option Limited is referred to as “the Seller”)
By ordering any goods or services from the Seller, the Client will be deemed to accept that these Conditions take precedence over any other conditions unless specifically agreed in writing by a Director of the Seller.
1. Design and Artwork
a) All content supplied by the Client, including all pre-existing Trademarks, will remain the sole property of the Client or their respective suppliers. The Client hereby grants Art is an Option Ltd approval to use this content in connection with the commissioned design work.
b) All third party materials are the exclusive property of their respective owners. Art is an Option Ltd. will inform the Client of any need to obtain the license(s) necessary to carry out the commissioned design work. In the event of the Client failing to properly secure or otherwise arrange for any necessary licenses, the Client hereby indemnifies Art is an Option from all damages, liabilities, costs, losses or expenses arising out of any claim, demand, or action by any third party arising out of the Client’s failure to obtain copyright, trademark, publicity, privacy, defamation or other releases or permissions with respect to materials included in the final artwork.
c) Where a choice of designs is presented, only the one chosen solution will be deemed as fulfilling the contract. All other designs will remain the property of Art is an Option Ltd, unless it is agreed in writing that this arrangement is changed.
d) On completion of the design and/or artwork, and expressly subject to full payment of all fees, costs and out-of-pocket expenses due, Art is an Option grants the Client all ownership rights, including any copyrights, in and to any artworks or designs comprising the works created by Art is an Option for use by the Client as a Trademark. Art is an Option will cooperate with the Client and shall execute any additional documents reasonably requested by the Client to evidence such assignment. The Client shall have sole responsibility for ensuring that any proposed trademarks or Final Deliverables intended to be a Trademark are available for use in commerce and federal registration and do not otherwise infringe the rights of any third party. The Client hereby indemnifies, saves and holds harmless Art is an Option Ltd from any and all damages, liabilities, costs, losses or expenses arising out of any claim, demand, or action by any third party alleging any infringement arising out of the buyers use and/or failure to obtain rights to use or use of the Trademark.
2. Cost Variation
a) Quotations are based on the current costs of production and are subject to amendment by the Seller on, or at any time after acceptance to meet any rise on fall in such costs.
b) The Seller shall be entitled to charge the amount of any VAT payable whether or not included on any quotation or invoice.
3. Preliminary Work
a) Work carried out at the Client’s request, whether experimental or otherwise, will be chargeable.
4. Cancellation of Order
a) You have the right to cancel your order. This must be done in writing, however you will be charged for the work done to date based on our hourly rate and any material expenses we have incurred. If we have not commenced work there would be no charge.
b) Author’s corrections, including alterations in style and the cost of additional proofs necessitated by such corrections will be charged as an extra. Where proofs are submitted for the Client’s approval, no responsibility will be accepted for any errors not corrected by the Client prior to their final approval.
a) If no time for delivery is specified in the contract, the Client shall be bound to accept the goods when they are ready for delivery by the Seller.
b) The risk in the goods shall pass to the Client on delivery. Any complaint of short delivery or of damaged goods must be notified to the Seller within 3 days of receipt of goods. Any complaint of failure to deliver goods invoiced must be notified to the Seller within 14 days of the date of the invoice.
c) Any time or date of delivery named by the Seller is an estimate only and the Seller shall not accept liability for any loss or damage or any consequential loss arising directly or indirectly from delay in delivery however caused.
d) Should expedited delivery be agreed additional costs incurred by the Seller will be chargeable.
e) Should delivery be delayed at the request or default of the Client for a period in excess of 30 days the Seller will be entitled to payment for materials ordered and work carried out.
7. Payment and Title
a) Unless the Agreement provides otherwise, the price for the goods and/or services shall be payable no later than 30 days from the date of the relevant invoice. The time stipulated for payment shall be of the essence of the Agreement. Failure to pay within the period specified shall entitle us to write to you upon the expiration of seven days notice, to charge you for costs and expenses incurred in recovering late payments, and to charge interest at the rate then in force pursuant to the Late Payment of Commercial Debts (Interest) Act 1998 as at the due date.
b) The Seller shall be entitled to charge interest on overdue invoices from the date when payment becomes due from day to day until the date of payment at rate of 2% per annum above the base rate of the Bank of England. c) Until the Seller has been paid in full the Seller remains the legal owner of the goods.
d) For “On-line work”, where invoices are still unpaid after 60 days from the date of the invoice, the Seller shall be entitled, on the expiry of 14 day’s notice to close down the buyer’s on-line presence.
a) The Seller shall not be liable for indirect loss or third party claims occasioned by delay in completing the work.
b) Where work is defective for any reason, including negligence, the Seller’s liability (if any) shall be limited to rectifying such defect.
c) The Seller shall not be liable for indirect, consequential or for any loss to the Client arising from third party claims occasioned by errors in carrying out the work. Where liability has been established the liability of the Sellers shall be limited to the cost of replacing the work which is the subject of the claim.
9. Standing Matter
a) Discs containing artwork and designs, along with any dies and templates created by the seller shall remain the seller’s property.
10. Client’s Property
The Client’s property and all property supplied to the Seller by or on behalf of the Client shall be held, worked on and carried at the Client’s risk.
11. Material Supplied by the Client
a) The Seller may reject any artwork, paper or other materials supplied or specified by the Client, which in the Seller’s judgement are unsuitable. If the unsuitability is discovered in production the Client will be charged for any additional costs incurred.
b) Where materials are so supplied or specified, responsibility for any defective work will not be accepted by the Seller unless the Seller has failed to use reasonable skill and care.
c) Quantities of material supplied shall be adequate to cover normal spoilage.
12. General Lien
Without prejudice to other remedies, the Seller shall, in respect of all unpaid debts due from the Client, have a general lien on all goods and property held belonging to the Client. The Seller shall be entitled, on the expiry of 14 day’s notice, to dispose of such goods and property and apply the proceeds against such debts.
13. Illegal Matter
a) The Seller shall not be required to produce printed materials or publish on-line any matter that in the opinion of the Seller may be of an illegal or libellous nature.
b) The Seller shall be indemnified by the Client in respect of any claims, costs and expenses arising out of any libellous matter printed for the Client or any infringement of copyright, patent or design.
14. Force Majeure
a) Every effort will be made to carry out the contract but its due performance is subject to cancellation by the Seller or to such variation as the Seller may find necessary as.
b) A result of inability to secure labour, materials or supplies as a result of any act of God, war, strike, lockout or other labour dispute, fire, drought, legislation or other cause beyond the Seller’s control.
a) If any part of these terms and conditions is unenforceable (including any provision in which we exclude our liability to you) the enforceability of any othe part of these conditions will not be affected.
These Conditions and all express terms of the contract shall be governed and construed in accordance with the Laws of Scotland.
17. Changes to Terms and Conditions of Business
We reserve the right to make minor changes to this Agreement from time to time. Any major changes will only be made with your agreement.
18. Data Protection
You consent to the computer storage and processing of your personal data by us in connection with this Agreement and to the transmission of this data across the company and its business partners for the purposes of our legitimate interests including statistical analysis, marketing of our services and credit control. If you breach this Agreement, your personal data may be disclosed or passed to third parties to the extent necessary to assist recovery procedures.