MPH ENTERPRISES LIMITED

CONDITIONS OF BUSINESS.

  1. GENERAL
    1. These conditions apply to all orders which the Company, accepts from you, our client, to the exclusion of any other terms and conditions unless expressly approved by us in writing.
    2. References to:
      1. ´the Company´ means MPH Enterprises Limited (company number 4489559) whose registered office is at Mazhar House, 48 Bradford Road, Stanningley, Leeds, LS28 6DF;
      2. ´Brief´ means the written brief (if any) describing the Deliverables required, their intended use and any pre-set
        timings for supply, signed by you and supplied to us in advance of conclusion of the Order;
      3. ´Deliverables´ means the supplies and/or materials to be supplied by the Company in accordance with an Order
        as described in the Order or in more detail in the Brief;
      4. ´Materials´ means original artwork or any other items provided by you to enable us to carry out the Works;
      5. ´Order´ refers to any order given by you and accepted by us either by notifying you of our acceptance or by starting
        the Works or the preparation of the Deliverables;
      6. ´Rights´ means all copyright, design rights (whether registered or unregistered), patents, rights in trade marks
        (whether registered or unregistered), database rights or other intellectual property rights in the Deliverables, for the
        full term of those rights, worldwide;
      7. ´Works´ refers to any works to be carried out by us in accordance with your Order.
    3. Any quotation given by us is only open for acceptance for 30 days.
    4. Where any Deliverables are sold to you as a consumer (as defined by the Consumer Transactions (Restrictions
      on Statements) Order 1976) your statutory rights are not affected by these conditions.
  2. OUR OBLIGATION
    1. We will carry out the Works in a good and workmanlike manner and supply the Deliverables.
    2. You are responsible for supplying any Materials required by us to complete the Works and any instructions contained
      in the Order.
    3. We reserve the right to sub-contract all or any of our rights or obligations under the Order.
    4. In relation to all steps required to complete the Order we will act as principal and not as your agent and will
      enter into all related contracts as principal.
  3. MATERIALS
    1. Unless otherwise agreed the Materials must be delivered by you to us at our premises on the date specified in
      the Order or when requested by us.
    2. The Materials will only be used to enable us to carry out the Works and will remain your property at all times.
    3. We will take reasonable care of the Materials while they are in our possession although we cannot be responsible
      for loss or damage caused by matters outside our control.
    4. If any Materials are not delivered on the date specified in the Order or when requested by us we may have to
      delay completion of the Works.
    5. We reserve the right not to carry out the Works if in our view the Materials are not of appropriate type or quality.
  4. VARIATIONS
    1. We will only accept variations to your Order after acceptance by us if our suppliers agree to accommodate such
      variations.
    2. We reserve the right to charge extra for variations to your Order.
  5. SAMPLES
    1. If requested in the Order and a reasonable time scale is provided we will prepare a sample of the Deliverables
      for your approval prior to production.
    2. We reserve the right to charge extra if preparation of samples is required.
    3. Delays in returning samples to us or approving samples may delay completion of the Deliverables.
    4. We will use reasonable endeavours to effect any changes notified to us but we reserve the right to charge extra
      for variations requested at proof stage that go beyond the original Order.
    5. We will not be liable for any errors occurring in the finished Deliverables that were not notified to us at proof
      stage or where no proof stage was specifically requested and scheduled by you.
    6. Samples may be sent to you for your approval by way of an emailed or faxed image of the Deliverables unless you
      specifically request otherwise in the Order and depending on the lead time for delivery.
    7. We can not guarantee that any or all colours will be exactly replicated in the final version printed.
  6. PRODUCTION
    1. We endeavour to produce the quantity ordered but unless otherwise agreed all orders are accepted on the basis
      of margins for overs and shortages of up to 10%.
    2. The price will be reduced or increased to reflect the actual quantity produced.
    3. We may refuse to produce any matter which in our opinion is illegal or libelous.
  7. DELIVERY
    1. After production we will deliver or arrange for the delivery of the Deliverables to the address in the Order, normally
      by courier.
    2. We will charge you for the costs to us of delivering the Deliverables.
    3. If no delivery address is provided in the Order we will notify you when the Deliverables are ready for collection.
      You must collect them within one month of being notified that they are ready. After one month we may dispose of the
      Deliverables without affecting your obligations to pay any sums due to us in full or we may continue to store the Deliverables
      but we will charge for this at our current rates at the time.
    4. On delivery risk in the Deliverables (but not ownership) will pass to you.
    5. Unless specifically agreed otherwise delivery dates are approximate only and we will not be liable for any delays
      in delivery.
    6. We may deliver the Deliverables in installments if requested by you in the Order.
  8. RETENTION OF TITLE
    1. Property in the Deliverables shall not pass to you until you have paid the price for the Deliverables and any other
      outstanding sums due to us.
    2. Until property in the Deliverables passes:
      1. you will hold the Deliverables as our fiduciary agent and bailee;
      2. we may at any time ask you to return the Deliverables to us and if you do not for any reason we may enter upon
        your premises and repossess the Deliverables.
  9. ACCEPTANCE
    1. You should inspect the finished Deliverables on collection or delivery and if no complaint has been received by us
      within 7 days you will be deemed to have accepted them all.
    2. If there is any complaint you will allow us to inspect the Deliverables.
    3. If any of the finished work is properly rejected we reserve the right to satisfy any claim you may have in full by
      either:

      1. refunding the cost of the rejected Deliverables; or
      2. redoing the rejected Deliverables.
  10. INTELLECTUAL PROPERTY
    1. Where we have produced an original design in respect of the Deliverables we will grant you a royalty free licence
      (‘the Licence’) to use the Deliverables for the purposes referred to in the Order or the Brief commencing when all sums
      payable in respect of the Deliverables have been paid.
    2. The Licence will be for use in the United Kingdom and such other territories (if any) as are specified in the Order
      or the Brief.
    3. The Licence will end if you become insolvent or cease to carry on business.
    4. If any of the Materials use any trade marks, trading styles or trade names (‘Marks’) owned by you or under your
      control, it is agreed that we shall have the right to use or allow use of any such Marks for the purposes of completing the
      Works.
    5. We shall not gain any Rights over such Marks by virtue of such use but you agree to us including examples of the
      Deliverables in our own promotional materials and displays.
    6. You will indemnify us for any damages penalties costs and expenses incurred by us as a result of carrying out
      your Order in relation to any breach of a third party’s intellectual property rights or the Materials being illegal or libelous
      in any way.
  11. PRICE
    1. The price will be as specified in our quote if still valid on the date of the Order. Where the quote has expired and
      no revised quote has been sent to you we reserve the right to charge either the price specified in the expired quote or our
      standard price for the Works carried out and the Deliverables supplied.
    2. We reserve the right to charge extra if the Works are delayed by any failure by you to fulfil your obligations
      under these conditions.
    3. In addition we may invoice you at cost for all expenses charged to us in relation to the Works.
    4. All prices are subject to the addition of VAT and any other applicable taxes, duties or similar charges.
  12. PAYMENT
    1. The Deposit (if any) shown on the Order is payable on placing the Order.
    2. We will send you an invoice for the total price of the Order and any additional charges due in accordance with
      these conditions, less any deposit paid, on or within 7 days of delivery of the Deliverables or performance of the Works.
    3. Where delivery of the Deliverables is made in installments we shall invoice the full amount of the Order either
      on completion of the Works or within 7 days of delivery of the first installment.
    4. We reserve the right to invoice you separately for expenses.
    5. All invoices are payable 30 days after the date of the invoice unless we agree an extension in writing.
    6. If you fail to pay an invoice on the due date then we may charge in addition to the amount shown on the invoice:
      1. interest (both before and after any judgment) on the amount unpaid at the rate specified under the Late Payment
        of Commercial Debts (Interest) Act 1998 (which at present is 8% per annum above the official dealing rate) from
        the date of the invoice to the date of payment;
      2. the cost of time spend pursuing payment and any travelling expenses incurred; and
      3. the amount of any legal costs incurred by us in connection with the recovery of the whole or part of any monies
        due to us (on a full indemnity basis) whether or not proceedings are commenced or the court can award costs.
    7. All monies due to us are payable in full notwithstanding any rights of set off all which rights are excluded.
    8. If any monies due to us are not paid on the due date we may retain any goods belonging to you in our possession.
      If any monies are more than 3 months overdue we may sell any goods belonging to you in our possession and use the
      proceeds to reduce the sums due to us.
  13. LIABILITY
    1. You are responsible for ensuring the Deliverables comply with all local laws (whether consumer, public or civil),
      regulations and codes in all countries in which use of the Deliverables is intended. You are also responsible for ensuring
      that the Deliverables carry all appropriate disclaimers, warnings and public information. We will not be liable for any
      loss arising out of your use of the Deliverables.
    2. We will not be liable for any failure to carry out Works or meet a delivery date which is due to circumstances beyond
      our control including (without prejudice to the generality), failures by sub-contractors or suppliers, labour disputes,
      breakdown of plant, failure of a utility service or transport network, shipping delays, fire, flood, or storm and inability to
      secure labour, materials or supplies.
    3. We will not be liable if finished Deliverables are imperfect because of defects in or the unsuitability of Materials
      or instructions supplied by you.
    4. Under no circumstances will we be liable for any economic loss, loss of profit or business or any indirect or consequential
      loss, damage or expense caused by any breach of contract, negligence or breach of duty by us other than as a
      result of death or personal injury caused by negligence.
  14. CONFIDENTIAL INFORMATION
    1. Neither party shall divulge any confidential information which is supplied to it about the other party in the
      course of this agreement other than information forming part of the public domain otherwise through a breach of this
      clause or any other obligation of confidence.
  15. TERMINATION
    1. We may cancel your Order or suspend the collection of finished Deliverables if:
      1. you commit any breach of the terms of any Order;
      2. any Materials are not delivered on the date specified in the order or, if none, within a reasonable period;
      3. any money payable by you to us is overdue;
      4. you fail to accept delivery of or to collect any finished Deliverables;
      5. we receive what we consider to be an adverse credit reference on you;
      6. you become insolvent or we reasonably apprehend that you may become insolvent.
    2. You are only entitled to cancel your Order if we notify you that we will be unable to meet a specified delivery
      date.
    3. If an Order is cancelled by us or by you we shall be entitled to charge the cost of all work carried out by us up to
      the date of cancellation of the Order.
  16. ENTIRE AGREEMENT
    1. Your Order and the Brief set out the entire agreement between the parties in relation to the Works and the
      Deliverables and supercede all representations, communications and prior agreements between the parties in relation to
      the Works and the Deliverables and may not be modified except by an instrument in writing signed by the duly authorised
      representatives of the parties.
  17. WAIVER
    1. No waiver by us of any breach of this Agreement by you shall be considered as a waiver of any subsequent
      breach of the same or any other provision.
  18. APPLICABLE LAW
    1. Your Order is subject to English Law and the jurisdiction of the English Courts.
    2. If any proceedings are commenced in the County Court in connection with the Order then those proceedings
      will be heard in the Leeds County Court and the parties will co-operate to ensure that any transfer or re-transfer of such
      proceedings is made to give effect to this condition.