Conditions of Trading

CONDITIONS OF TRADING

The following conditions of trading (“Conditions”) will govern, to the exclusion of any other terms or conditions, any agreement (“Contract“) for printing services and the printed material thereby produced (“Work“) between any customer (“Customer”) and Datascope Ltd a company registered in the Rep. of Ireland (company number 340147) whose registered office is at Old Dublin Road Enniscorthy Co. Wexford  (“Company”) except as otherwise specifically agreed in writing by the Company.

Please read these Conditions carefully.   In particular note conditions 18 to 22 which limit the Company’s liability to the Customer under the Contract and conditions 10 which provides for an indemnity to be given by the Customer to the Company in certain circumstances. Adhere to Annex 1 re: Electronic Copy and Print Guidelines.

  1. Quotations and Order
    1. The Customer’s order for the Work (“Order”) will be deemed to be an offer by the Customer to receive the Work from the Company on the terms of these Conditions. The Company may decline any Order upon receipt and may revise any quotation given to the Customer at any time prior to the Company’s acceptance of the Order.
    2. There will be no contract between the Customer and the Company until the Company has accepted the Order.
    3. An Order accepted by the Company cannot be cancelled by the Customer except with the written agreement of the Company and only on terms which would fully indemnify the Company against any losses suffered by the Company as a result of such cancellation.
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  3. Cost Variation
    Prices are subject to revision by written notice to the Customer in the event of any increase in costs incurred by the Company between the date of the Company’s acceptance of the Order and the date of delivery of the Work to the Customer.
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  5. Preliminary Work and Overmatter
    The Company will charge the Customer for all over matter and preliminary work carried out at the Customer’s request, whether experimentally or otherwise, in relation to the preparation or execution of the whole or any part or parts of the Work.
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  7. Proofs
    1. Unless specifically agreed in advance in writing, the Company will not provide proofs. The Company will charge the Customer for all Customer corrections, including alterations in style or construction and the cost of additional proofs necessitated by such corrections.
    2. Due to differences in equipment, paper, inks and other conditions between PC/Mac screens, colour proofing, and production runs, a reasonable variation in colour between colour proofs and the completed Work will be deemed to be acceptable by the Customer unless specified in the Order or otherwise agreed by the Company.
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  9. Variation in quantity
    The Company will use all reasonable efforts to deliver the quantity of Work set out in the Order but the Customer will accept margins of five per cent (5%) for Work in one colour only and ten per cent (10%) for other Work for overs or shortage, the price of such overs or shortage being charged or deducted, unless agreed otherwise in writing by the Company.
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  11. Pallets
    The Company may charge the Customer for all pallets not returned to the Company within any period agreed in writing with the Customer or (if none is agreed) within one calendar month from the time of delivery.
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  13. Storage of Customer’s Property
    The Company may charge the Customer a reasonable sum for storage of any property of the Customer left with the Company before acceptance of the Order or after delivery of the Work.
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  15. Standing Matter
    1. All plates, type matter, artwork, sketches, samples and original designs of any kind, and the like used by the Company in the production of the Work will remain the property of the Company and the Company will charge the Customer for use of the same in production of the Work.
    2. Lithographic plates or other work will be disposed of immediately after the Work is completed unless otherwise requested in the Order or otherwise agreed in writing by the Company. In the latter event, the cost of storage may be charged to the Customer at the Company’s sole discretion.
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  17. Material Supplied by Customer
    1. All copy will be supplied by the Customer in electronic format in accordance with the Company’s specification for electronic copy, as amended by the Company from time to time. The current version of the Company’s specification for electronic copy is attached as Annex 1.  The Company reserves the right to reject any copy supplied or specified by the Customer which does not comply with the Company’s specification for electronic copy or which otherwise appears to the Company to be unsuitable but the Company will be under no liability to check the quality or suitability of the same.
    2. Where such unsuitable copy is supplied or specified, the Company will not be liable in any way for any delay, defect, shortfall in compliance with the Order or breach of these Conditions or loss resulting from, or to the extent that it results from, or is contributed to by, such copy, or any quality characteristic, unsuitability or defect in the same, or its use for the Work or which would not have resulted had suitable copy been used. The Company shall be entitled to charge the Customer for any additional costs incurred in producing the Work as a result of the supply or specification of such unsuitable copy by the Customer.
    3. The Customer will be responsible for maintaining a copy of any original electronic file it supplies to the Company. The Company will not be responsible for checking the accuracy of such material unless otherwise agreed in writing.  Without prejudice to the remainder of this condition, if any electronic file is unsuitable for outputting on equipment normally adequate for such purposes without adjustment or other corrective action, the Company may charge the Customer for any resulting additional cost incurred.
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  19. Illegal Matter
    1. The Company will not be required to print any matter, which in its opinion may be of an illegal or defamatory nature or which might involve any infringement of any third party’s rights.
    2. The Customer will indemnify and keep indemnified the Company in respect of any cost, expense, loss, damage, liability or penalty arising from, or incurred by the Company in connection with, any complaint, claim, action, proceedings or prosecution brought or made against the Company or the Customer in respect of, or arising in any way from, any matter or thing appearing in or on any Work or other material printed, processed or dealt with for the Customer by the Company, whether such matter or thing is or is alleged to be illegal, unlawful, defamatory, in breach of or an infringement of copyright, trade mark, patent, design or any other third party right and whether such complaint, claim, action, proceedings or prosecution is settled, compromised or litigated in any way.
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  21. Samples
    While the Company will use all reasonable efforts to supply the Work in accordance with any samples submitted or quoted for, this cannot be guaranteed and the Company accepts no liability whatsoever for reasonable variations from such samples.
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  23. Delivery
    1. Unless otherwise agreed in writing by the Company, the Work will be delivered ex the Company’s works at which printing is effected and the cost of any delivery elsewhere (if agreed in writing by the Company) will be charged to the Customer in addition to the price of the Work set out in the Order or otherwise agreed by the Company in writing.
    2. The Customer will be deemed to accept the Work at the time it is delivered unless the Customer notifies the Company in writing within two clear days following delivery. After acceptance, the Customer will not be entitled to reject the Work for any reason.
    3. Should expedited delivery be requested by the Customer and agreed in writing by the Company, the Company may, at its sole discretion, make an extra charge to cover any additional costs incurred by the Company (such as overtime).
    4. Should the Work be suspended at the request of, or delayed through any default of, the Customer for a period of 30 days or more, the Company will be entitled to payment from the Customer for Work already completed and materials specially ordered and any other costs (including storage) associated with such delay or default.
    5. In the event that the Customer requests or agrees to delivery in instalments:
      1. the Company will deliver the Work by separate instalments in accordance with the agreed delivery schedule;
      2. each separate instalment will be accepted, invoiced and paid for in accordance with the provisions of these Conditions;
      3. the failure or refusal of the Customer to take delivery or to pay for any one of more of the said instalments of the Work on the due dates will entitle the Company (at its sole discretion):
        1. without notice to suspend further deliveries of the Work pending payment by the Customer; and/or
        2. to treat the Contract as repudiated by the Customer;
      4. any storage costs incurred by the Company will be charged to the Customer and during any storage of the Work by the Company the Work will be stored at the Customer’s risk; and
      5. any failure or defect in any one delivery by the Company shall not terminate or invalidate the Contract as to the remaining deliveries nor will the Customer seek to set off against any sum due to the Company in respect of any delivery any claim it alleges against the Company in respect of any other delivery.
    6. While the Company will use all reasonable efforts to effect delivery at the time set out in the Order (or any other pre-arranged dates), no guarantee as to dates of delivery by the Company is to be implied and the time of delivery will not be of the essence of the Contract and cannot be made of the essence by service of notice. The Company will not accept liability for any loss or damage suffered by the Customer caused by any delay in or lack of delivery.
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  25. Payment and Tax
    1. Before commencing the Work, the Company will carry out credit checks on the Customer. The remaining provisions of this condition 13 will apply subject to the Customer’s credit rating being acceptable to the Company.  In the event that the Customer’s credit rating is not acceptable to the Company, the Company and the Customer shall agree alternative payment terms and the Company shall not be obliged to commence the Work until such alternative payment terms are agreed in writing and signed by both parties.
    2. The Company will invoice the Customer for the Work at or following the time of delivery or the time of notification that the Work is ready for collection (whichever is the earlier).
    3. The time of payment is of the essence of the Contract.
    4. The Customer will pay the Company’s invoices in full, in cleared funds, no later than 14 days after relevant invoice is issued unless alternative payment terms are agreed between the Company and the Customer in writing.
    5. If the Customer fails to pay the Company any sum due under these Conditions, the Customer will be liable to pay interest to the Company upon the outstanding sum at the annual rate of four per cent (4%) above the base rate from time to time of EURIBOR accruing on a daily basis from the date the payment fell due until the date payment is made (whether before or after any judgment).
    6. The Customer may not withhold payment of any invoice or other amount due to the Company by reason of any right of set off or counterclaim which the Customer may have or allege to have or for any reason whatever.
    7. The Company will be entitled to charge the Customer in addition to the price of the Work the amount of any Value Added Tax (“VAT”) or similar tax payable whether or not included in the Order, quotation or invoice.
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  27. Termination
    1. Without prejudice to any other right or remedy it may have, the Company may terminate this agreement at any time by notice in writing to the Customer, such notice to take effect as specified in the notice:
      1. if the Customer is in breach of these Conditions and, in the case of a breach capable of remedy within 7 days, the breach is not remedied within 7 days after the Customer receiving notice specifying the breach and requiring it to be remedied; or
      2. if the Customer becomes insolvent, or if an order is made or a resolution is passed for the winding up of the Customer (other than voluntarily for the purpose of solvent amalgamation or reconstruction), or if an administrator, administrative receiver or receiver is appointed in respect of the whole or any part of the Customer’s assets or business, or if the Customer makes any composition with its creditors or takes or suffers any similar or analogous action in consequence of debt.
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  29. Termination in respect of Periodical Publications Work
    1. Subject to condition 14, a Contract for the printing of periodical publications (a “Periodical Contract”) may not be terminated by either party unless it serves on the other written notice of a period no shorter than the notice period for the relevant type of publication set out in the table below (the “Notice Period“):
    2. Type of Publication Notice Period (given at any time)
      Weekly 13 weeks
      Fortnightly 13 weeks
      Monthly 13 weeks
      Two monthly 26 weeks
      Quarterly 26 weeks
    3. In the event that the Customer terminates a Periodical Contact by giving less than the required period of notice specified in condition 15.1, the Customer will as soon as possible pay to the Company a sum by way of liquidated damages as calculated in accordance with the provisions of condition 15.3 and both the Customer and the Company agree that such a sum is a genuine pre-estimate at the time of making the Periodical Contract of the Company’s loss in the event of the Customer terminating the Contract before the end of the required Notice Period.
    4. For the purposes of clause 15.2, liquidated damages shall be calculated by multiplying the Unit Price by the number of issues of the periodical that the Company would have printed between the actual date of termination and the end of the Notice Period had the Customer complied with clause 15.1. For the purposes of this clause 15.3, the “Unit Price” shall be a sum equal to 25% of the average price charged to the Customer by the Company for printing the last six issues of the relevant periodical (or as many issues of the periodical as the Company has printed for the Customer if less than six).
    5. If either party terminates a Periodical Contract, the Company shall be entitled, notwithstanding condition 13.2, to invoice the Customer in advance for printing the last issue of the periodical covered by that Periodical Contract (such invoice being a “Final Invoice”). The Company shall not be obliged to print the last issue of the periodical covered by that Periodical Contract until the Company has received in cleared funds full payment of the Final Invoice and any other sums owing to the Company under or in connection with that Periodical Contract.
    6. Following termination of a Periodical Contract, the Company may, on the expiration of fourteen days’ notice to the Customer, dispose of all property of the Customer in the Company’s possession (including any periodicals) and apply any proceeds towards monies due to the Company under these Conditions and the Company will not be liable to the Customer for any loss arising from any such disposal.
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  31. Retention of Title
    1. The Work will be at the Customer’s risk as from the time of delivery.
    2. In spite of delivery having been made, property in the Work will not pass from the Company until:
      1. the Customer has paid the price of the Work (plus any VAT) in full; and
      2. no other sums whatever are due from the Customer to the Company.
    3. Until property in the Work passes to the Customer in accordance with clause 16.2, the Company will hold the Work and all parts of it on a fiduciary basis as bailee for the Company. The Customer will store the Work (at no cost to the Company) separately from all other goods in its possession and marked in such a way that it is clearly identified as the Company’s property.
    4. Notwithstanding that the Work (or any part of it) remains the property of the Company, the Customer may sell or use the Work in the ordinary course of the Customer’s business at full market value for the account of the Company. Until property in the Work passes from the Company the entire proceeds of sale or otherwise of the Work will be held in trust for the Company, will be paid into a separate bank account and will not be mixed with other money or paid into any overdrawn bank account.
    5. Until such time as property in the Work passes from the Company, the Customer will upon request deliver up such of the Work as has not ceased to be in existence or resold to the Company. If the Customer fails to do so, the Company may enter upon any premises owned, occupied or controlled by the Customer where the Work is situated and repossess the Work. On the making of such request the rights of the Customer under condition 4 will cease.
    6. The Customer will not pledge or in any way charge by way of security for any indebtedness any of the Work which is the property of the Company. Without prejudice to the other rights of the Company, if the Customer does so all sums whatever owing by the Customer to the Company will forthwith become due and payable.
    7. The Customer will insure and keep insured the Work to the full price against ‘all risks’ to the reasonable satisfaction of the Company until the date that property in the Work passes from the Company and will whenever requested by the Company produce a copy of the policy of insurance. Without prejudice to the other rights of the Company, if the Customer fails to do so all sums whatever owing by the Customer to the Company will forthwith become due and payable.
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  33. General Lien
    1. Without prejudice to any other remedies available to the Company, the Company will:
      1. in respect of all unpaid debts due to the Company from the Customer under the Contract or any other contract have a general lien on all goods and property in its possession (whether worked on or not); and
      2. be entitled, on the expiration of 14 days’ written notice sent the Customer at its last known address, to dispose of such Work, goods or property as the Company thinks fit and to apply any proceeds towards such debts and the Company will not be liable for any loss arising to the Customer from such action in any way whatsoever.
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  35. Claims
    1. Subject to conditions 18.2 and 18.3, all claims against the Company in respect of Work delivered to the Customer must be notified to the Company in writing within 10 days after delivery.
    2. Claims arsing from damage or partial loss of goods in transit must be made by the Customer to the Company and to the carrier in writing so as to reach both within 3 days following the delivery of the Work.
    3. Claims for non-delivery of Work must be made by the Customer to the Company in writing within 28 days following the Customer’s receipt of notification that the Work has been despatched.
    4. On the expiration of the periods set out in conditions 18.1 to 18.3, without the notification of a claim to the Company in accordance with those conditions, the Company will be deemed to have fulfilled its obligations whether express or implied under the Contract in every respect in every way whatsoever and the Customer will make no complaint in respect of the Work forming the subject of the Contract.
    5. The return of any Work will not be accepted unless the Company or its representative is first given a reasonable opportunity to examine the same.
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  37. Limitation of the Company’s Liability
    1. Nothing in these Conditions will exclude or restrict the Company’s liability to the Customer for death or personal injury resulting from the Company’s negligence or for fraudulent misrepresentation or any other circumstances where liability may not be limited under any applicable law.
    2. Except as expressly set out in these Conditions, all warranties, conditions, terms and undertakings, express or implied, whether by statute, common law, custom, trade usage, course of dealings or otherwise (including, without limitation, those as to quality, performance, fitness or suitability for purpose, or compliance with samples) in respect of any Work to be provided by the Company under the Contract are hereby excluded to the fullest extent permitted by law.
    3. Subject to the provisions of condition 19.1, the Company will not be liable to the Customer whether in contract, tort, negligence, breach of statutory duty or otherwise for loss of profit, revenue, use, anticipated savings, goodwill, reputation or opportunity, financial or other economic loss or any indirect or consequential loss or damage, costs or expenses whatsoever or howsoever arising out of or in connection with this Contract.
    4. Subject to the provisions of conditions 19.1 to 19.3, the total liability of the Company to the Customer whether in contract, tort, negligence, breach of statutory duty or otherwise for any loss or damage, costs or expenses arising under or in connection with this Contract will not exceed an amount equal to the lesser of:
      1. the price of the Work set out in the Order; or
      2. the cost of rectifying any defective Work.
    5. The price of the Work and other payments due under these Conditions have been calculated on the basis that the Company may exclude or limit its liability to the Customer as set out in these Conditions. By placing the Order, the Customer confirms that it has understood the scope and extent of such exclusions and limitations and acknowledges that it considers them reasonable in the circumstances and it has by this provision been given the opportunity to review and discuss these exclusions and limitations with the Company and that it will itself bear or insure against any loss for which the Company has limited or excluded its liability under this Contract.
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  39. Warranties
    The Company warrants that it will use reasonable skill and care in the printing of the Work and agrees that if the Work is defective by reason of any breach of this warranty by the Company, the Company will, at its option, either rectify such defect at its own expense or refund the charge made by the Company for setting and printing the defective Work, but in no circumstances whatsoever will the Company be under any further liability to the Customer of any kind.
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  41. Risk and Insurance
    1. Notwithstanding the terms of condition 16, the Work and all other goods, chattels and other property whatsoever of or supplied by or on behalf of the Customer in the Company’s possession will be held, worked on, stored and carried at the Customer’s risk in every respect.
    2. Any Work or other goods sent by the Company by post to or at the direction of the Customer will be so sent solely at the risk of the Customer.
    3. The Customer will effect all such insurances as it will consider necessary to protect its interests in any Work, goods or property which under these conditions are stated to be at the risk of the Customer.
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  43. Force Majeure
    The Company will use all reasonable efforts to complete the Work and perform the Contract but the Company will not be liable for any inability or delay to do so to the extent that such inability or delay is due to any event or factor beyond the Company’s reasonable control.
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  45. Irish law
    These Conditions and all other terms of the Contract will be governed by and construed in accordance with the laws of Ireland and any dispute will be settled in the Irish Courts.
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Annex 1

Datascope Print and Media Limited

Specification for Electronic Copy

 
We accept PDFs (Portable Digital Files) made with Adobe version 1.3

Files can be sent via:

  • FTP (File Transfer Protocol)
  • Dropbox
  • We Transfer

For further information contact pages@datascope.ie

 

Guidelines for Printing

In order to obtain best results we will not accept files saved as RGB or files saved and including Pantone spot colours. Files must be saved as CMYK.

The Specification for Newspaper Advertising Production ( SNAP ) guidelines recommend the following re typeface reproduction.

Fine Lines and Small Type

  • Rules that are 4 points or thinner, as well as small type should be reproduced as one colour only
  • Small type is defined as:
    • Sans-serif type that is 7 points or smaller.
    • Serif type that is 12 points or smaller
    • Sans-serif type is the best choice for newsprint reproduction.

 

Reversed Lines and Type

  • Type smaller than 12 points should not be reversed on a four-colour background and type smaller than 10 points should not even be reversed on a single-colour background.
  • Serif type and fine-serif type should not be reversed at sizes smaller than 12 points, and even in cases of larger type, testing should be done to verify whether the process can reproduce the serifs.
  • For contrast and readability, reverse type should not be positioned within screened areas containing less than a 70% screen of any one, two, three, or four colours.
  • Type should not be reversed on a yellow or other light-coloured background.