1. Parties

In these conditions Totum Print Solutions Limited is called ‘TOTUM’ and any individual firm, company or other party with whom TOTUM contracts is called ‘the customer’.

2. Quotations

A quotation given by TOTUM is an invitation to the customer to make an offer. If a customer places an order with TOTUM based on a quotation, a binding contract is formed.

3. Variations

Neither party shall be bound by any variation waiver of or addition to these conditions unless it is agreed in writing and signed by both parties. No employee or agent of TOTUM has any authority to make any representation or warranty as to the efficiency, safety, suitability or otherwise of the goods, work or materials supplied or used.

4. Prices

Unless the contract states that the price quoted by TOTUM will remain fixed. TOTUM may vary the price to incorporate any increase in labour, overheads or material costs that take place before the date of despatch of the goods. Any change requested by the customer in any of the terms of the contract will entitle TOTUM to revise the contract price.

5. Delivery

Unless agreed otherwise in writing, the price of goods includes the cost of carriage to one address within the UK. Split delivery address requirements will simply incur additional cost charges.

6. Despatch

Whilst TOTUM will make every endeavour to comply with any date for despatch or delivery stated in the contract, such dates will constitute only statements of expectation and shall not be binding on TOTUM. If TOTUM fail to despatch or deliver by such dates, that failure shall not constitute a breach of the contract and the customer will not be entitled to treat the contract as repudiated or to rescind it or any related contract in whole or in part or to claim damages for such failure.

7. Risk

The goods are at the customers risk from receipt with a signed delivery note. Where TOTUM delivers the goods, it undertakes to repair or (at its discretion) to replace any goods damaged in transit. If that happens the time for the delivery of the goods will be extended to cover the period that TOTUM requires for such replacement or repair. It is a condition precedent of this undertaking that (i) the customer will give written notice of the damage in transit with full particulars thereof to TOTUM within three days of receipt of the goods and (ii) if TOTUM require, the customer will return the damaged goods within one week of receipt

8. Title

Ownership of any goods will not pass to the customer until they have paid all the money they owe to TOTUM. If the goods are incorporated in another object(s), ownerships of that object(s) will immediately vest in TOTUM as security for payment of all money owed. If the customer sells the goods or the object(s) in which they have been incorporated whilst any money remains owing to TOTUM, the customer will unconditionally assign to TOTUM the customers rights to collect the purchase price from the persons to whom such goods or object(s) have been sold. The customer hereby grants to TOTUM an irrevocable license to enter at any time any premises owned or occupied by the customer for the purpose of repossessing and removing any such goods or objects as aforesaid the ownership the ownership of which has remained or has become vested in TOTUM under this condition and TOTUM will not be responsible for (and the customer will indemnify TOTUM against all liability in respect of) damage caused to such premises in such repossession and removal being damage it was not reasonably practical to avoid.

9. Accounts

All accounts are considered proforma until such a time as the customer has been offered in writing a credit facility. Credit terms and limits are subject to the discretion of TOTUM. If the customer does not pay any invoice as requested, TOTUM will have the right to withhold delivery of any further goods to the customer.

10. Specification and quantities

All weights, dimensions, statements as to performance and any other data relating to the goods supplied by TOTUM are approximate only. TOTUM will use all reasonable endeavours to deliver the quantity of goods ordered. If there is a variation of less than 5% in the quantity produced, TOTUM reserve the right to either compensate the customer by crediting the unit cost balance of the order not fulfilled. Alternatively, TOTUM may choose to produce the balance of the order within a reasonable time of notification of the shortfall.

11. Design Rights

All design rights or intellectual properties rights associated with any work carried out by TOTUM whilst working on behalf of the customer remain the property of TOTUM. The customer hereby authorises TOTUM to reproduce any material supplied or any variation thereof until notified otherwise in writing. TOTUM will not be held in any way liable to the customer for any infringement of any intellectual property rights however caused.

12. Customer Property

Customer’s property and all property supplied by or on behalf of the customer will be held and carried at the customer’s risk.

13. Lien

In addition to other remedies TOTUM have in respect of unpaid accounts they will have a general lien over all property of the customer that is in its possession. After giving the customer 14 days written notice, TOTUM may dispose of the customer’s property and apply proceeds towards the settlement of the debt. In such cases, any cost associated with the storage and sale shall be added to the customers debt.

14. Materials Supplied

TOTUM may reject any materials supplied or specified by the customers if in its opinion it is in any way unsuitable or defective. Where the customer supplies finished artwork on disk or via any digital method, the artwork is deemed to be set in accordance with print output requirements. TOTUM shall not be held responsible for any factor which results in a flawed or substandard finished article for which the cause can be identified to be the nature of the disk set-up. TOTUM will be entitled to charge for any additional work that TOTUM has to carry out as a result of late, unsuitable or defective material. Delivery may also be delayed.

15. Force Majeure

TOTUM will make every effort to carry out the contract. However, it will not be liable for any failure on its part to perform arising from any cause outside TOTUM’ control.

16. Indemnity

The customer hereby agrees to indemnify TOTUM against any and all claims made by a third party arising from the performance of the contract whether they are pursued to court or not.

17. Limit of Liability

All the terms of this contract are warranties and in the event of any breach, TOTUM liability will be limited to the contract price. All complaints must be notified to TOTUM in writing within seven days of despatch of the goods by TOTUM. Any concession granted by TOTUM will not act as waiver of this provision.

18. Disputes

The contract will be governed by and constituted in accordance with English law