Design Desk Terms and Conditions of Business

Client’s attention is particularly drawn to the Limitation of Liability in Clause 13 hereunder. The following terms and conditions of business shall apply to all Contracts between Ed Parkinson trading as Design Desk ('the Company') and all Clients ('the Client') of the Company. Nothing in these terms and conditions will purport to restrict any statutory right a Client may properly have under the Sales of Goods and Supply Services Act 1980 or as amended.

1. PRICES
The Company reserves the right to withdraw or amend any quotation or estimate whether given orally or in writing prior to the Company's acceptance of the Client order. The price payable for the order shall (unless otherwise agreed in writing) be the Company's net price therefore current at the time of despatch. The Company shall be entitled to charge the amount of any value added or similar tax at the rate prevailing at the date of delivery, whether or not same was included in the quotation.

2. PROOFS
The Client's approval, whether written or verbal, of all preliminary work will be the Company's authority to prepare proofs of all work may be submitted for Client's approval and the Company shall incur no liability for, any errors not corrected by the Client in proofs so submitted. Clients alterations and additional proofs necessitated thereby shell be charged extra. When style, type or layout is left to the Company's judgement changes there from made by the customer shall be charged extra.

3. ALTERATIONS & CANCELLATIONS
(a) Where the design format or artwork has been approved by the Client additional charges are made for any subsequent alterations requested by the Client.
(b) Where the design format or artwork has been approved by the Client but subsequently cancelled the Client shall reimburse the Company for all expenses incurred up to and including the date of cancellation.
The Client shall also discharge the Company's fees in respect of work done up to and including the date of cancellation.

4. RUSH WORK
Work required in advance of the agreed timetable will be charged at a higher rate, agreed in advance or failing agreement, determined by the Company.

5. CONTRACTOR/SUPPLIERS
Although all reasonable care will be taken when recommending suppliers or contractors, the Company or their representatives accept no liability whatsoever for the goods and/or work of such suppliers or contractors.

6. FREE SPECIMENS
Where, in the opinion of the Company it is appropriate, the Client should afford the Company the right to receive free of charge, a photographic record of the commissioned work where samples are not available.

 7. DELIVERY
(a) Whilst the Company will make every reasonable effort to complete the Contract by the date or dates therein specified for delivery of goods, or provision of services, such date or dates shall only constitute the times by which the Company expects to effect such delivery or provision and
the Company's failure to so deliver or provide by the due date or dates shall not constitute a breach of Contract and the Company shall not be liable for any direct or consequential loss resulting there from.
(b) If the Client fails to take delivery of the goods in accordance with the terms of the Contract or fails to comply with any provisions of the Contract requiring the Client to collect the goods, the Company may by notice in writing cancel the Contract or any balance of the Contract remaining unfulfilled at the date of such failure and may recover from the Client all loss and damage arising from the breach of Contract.
(c) If goods are contracted to be delivered by instalments or services provided by instalments late delivery or provision of one instalment shall not entitle the Client to rescind the Contract or any part thereof.
(d) Where the goods do not confom1 to the delivery note the Client when requested by the Company shall take possession of the goods until collection is arranged by the Company.
(a) As soon as the goods have been delivered they shall be at the risk of the Client, who shall keep them insured in the full replacement value thereof for the benefit of the Company against all loss or damage by reason of fire, storm, water, accident, theft or other insurable risks until the passing of the property in the goods to the Client.

8. TERMS OF PAYMENTS
(a) Payments shall be made in the manner and the time or times agreed by the Company and the Client or in default of agreement in the manner to be determined by the Company.
Where there is no specific agreement in writing and subject to the provisions of paragraph (a) and paragraph (g) below, payments for each delivery or service shall be made not later than 30 days after the date of the invoice. Where services are provided by the Company the Client's payments shall be as follows.
(i) 1/3 fees on presentation of the Design Format
(ii) 1/3 fees on presentation of the Finished Artwork.
(iii) the balance 30 days after.
(b) Payment shell be made without any deduction or set-off and interest shall be payable on overdue accounts, at the rate of 2% (two per cant) per month higher than the minimum lending rate then charged by the Central Bank, to run from the due date for payment until receipt by the Company of the full amount.
(c) If in the case of the Contract or any order involving more than one delivery or service, default is made in payment on the due date, the Company shall have the right to suspend all or any further deliveries or services pending payment, or to terminate the Contract in its entirety by notice in writing to the Client.
(e) The Company will in appropriate cases prepare and send to the client each month a statement of account. The Client will pay each account within 30 days of the date of that account.
(f) The Company undertakes not to purchase production materials or to incur costs chargeable to the Client without the Client's prior agreement.
(g) Certain substantial production charges are payable immediately by the Company. It will therefore be necessary to render separate invoices for these charges and these are payable on presentation.

9. CONSULTANTS/SERVICES
The Client is responsible for the fees of consultants and services including specialist services engaged by the Company on behalf of and with the approval to the Client.

10. TITLE OF GOODS
(a) Until payment in full has been received for all goods and services comprised in the Contract full legal and beneficial ownership of such goods shall be retained by the Company, notwithstanding that the risk in the same shall pass to the Client at the time of delivery.
(b) Until payment in full for the goods has been made the Client shall have the same as Bailee of the Company and shall at all times take proper care of the same and/or any products made wholly or partly there from. The Client shall insure the goods against loss or damage in a manner to be determined by the Company. The Company reserves the right to re-possess any goods supplied by the Company when any sums are due and owing by the Client to the Company and thereafter to re-sell the same and for this purpose the Client hereby grants an
irrevocable right and licence to the Company, its servants and agents to enter all or any of its premises, with or without vehicles during normal business hours. This right shall continue to subsist notwithstanding the termination of the Contract for any reason and is without prejudice to any accrued rights of the Company there under or otherwise.
(c) Should the goods or any of them be converted into a new product or products whether or not such conversion involved the addition of any other goods and/or any other materials whatever, and in whatever proportions or should the Company carry out any works of any kind on goods, the property of the Client, the Client will immediately place the new product or new products in a store separate from other goods and in a situation where they can be clearly identified. Thereupon full legal and beneficial ownership of the new product or products shall vest in the Company and the Company shall be entitled to the proceeds of sale of same to any third party until all sums due and owing by the Client to the Company are discharged.

(e) Subject to the preceding provisions of paragraph (d) hereof, the Client shall be at liberty to sell the goods composed in the Contract and/or any products made wholly or partly there from or goods the property of the Client which have been the subject of works by the Company, in trust to pay to the Company such sums to which it is entitled under the provisions of the Contract. Where the Client exercises this right of sale the proceeds of all such sales should be lodged in a separate bank account opened for that purpose by the Client. Notwithstanding the provisions of this paragraph the Client may retain from the proceeds of this sale any sum in excess of the sum or sums to which the Company is entitled under the contract or any other contract between the Company and the Client. The Client may only retain such sums subject to the provisions of paragraph (f) below.

(f) The Company may at any time revoke the Client’s power of sale as provided in the preceding paragraph by giving the Client notice in writing of such revocation in the event of the Client being in default for longer than 14 days in the payment of any sum whatsoever due to the Company by the Client (whether in respect of the goods or services which are the subject of the Contract or under any other Contract between the Company and the Client) or if the Company
has bona fide doubts as to the solvency of the Client. The Client's power of sale will automatically cease if a Receiver or Liquidator is appointed over any or all of the assets or undertaking of the Client or if the Client ceases to trade or commence an act of bankruptcy.

11. ILLEGAL MATTER
(a) The Company shall not produce or cause to be produced any matter which in its opinion is or may be of an illegal or defamatory nature.
(b) The Company shall be indemnified by the client against any loss the Company may incur as a result of any claims or proceedings brought or threatened to be brought, against the Company arising out of any work produced by the Company at the request of the Client. Where similar proceedings are brought or threatened by a party against the Client the Company shell have no liability whatsoever to any such third party.
(c) The Client shall without delay Inform the Company if any work produced by the Company for the Client is false or misleading in relation to the Client's product or service.

12.COPYRJGHT AND OTHER INDUSTRIAL PROPERTY RIGHTS
(a) The copyright for all purposes in all artwork, copy, story boards, web pages, filmed and radio commercials and any other work capable of being subject of copyright, produced or created by a Company vests in the Client. In the case of copy work commissioned by the Company on behalf of the Client the copyright of such work vesting in a third party, the Company will endeavour to obtain all necessary rights in respect of such work for the Client.
(b) The Company shall be indemnified by the Client against any claim by a third party against the Company arising out of any goods supplied to or work done for the Client including any infringement of copyright, patent, trade mark or registered design.

13. LIMITATION OF COMPANY'S LIABILITY
(a) Except as otherwise expressly provided for, in these Conditions, the Company shall have no liability of any kind whatsoever to the Client in respect of any loss or damage, whether direct, indirect or consequential suffered by the Client, his servants or agents whether in Contract or negligence or otherwise howsoever, whether for loss or damage to property or for death or bodily injury howsoever arising or for loss or damage to property or death or bodily injury arising in respect of any goods supplied or work done by the Company, its servants or agents.
(b) The company shell not be liable to the Client for (i) shortages of quantities delivered unless the client notifies the Company of any claim for short delivery within 10 days of receipt of the goods; (ii) for damage to or loss of the goods or any part thereof (where the goods are carried by the Company's own transport or by a carrier on behalf of the Company) unless the Client shall notify the Company of any such claim within 10 days of receipt of the goods or the scheduled date of delivery, whichever shall be earlier. (iii) for defects in the goods caused by any act, neglect or default of the Client or of any third party: (iv) to other defects in the goods resulting from faulty material or workmanship, unless notified to the Company within 10 days of receipt of the goods by the Client and before the goods are processed or used.
(c) In the absence of any default or neglect on the Company's part the Company shall not be responsible for any omission or error in any advertisement material or display produced by the Company for the Client and appearing in any publication transmission or promotion. Also, the Company shall not be responsible for any delay in the publication, transmission or promotion of any work produced by the Company for the Client in the absence of any default or neglect on the Company’s part.

14. WARRANTIES No warranty or representation whether oral or written given by or on behalf of the Company shall be binding upon the Company unless specifically stated in writing to be incorporated in the Contract.
15. FORCE MAJEURE The Company shall not be liable for failing to perform the Contract whether in whole or in part if the failure is caused as a direct or indirect result of the Company being prevented, hindered or delayed in the performance of its obligations under the Contract by reason of any Force Majeure circumstances to include any act of God, war, riot, strike, lock-out, trade-dispute or labour disturbance, epidemic, accident, breakdown of plant or machinery, fire, explosion, flood, drought, Government action, difficulty in obtaining workmen, material or transport or other circumstances whatsoever outside the control of the Company affecting the provision of the goods, services hereunder or of materials therefore, by the Company's usual source of supply or the manufacture of the goods by the Company's normal means or the delivery of the goods by the Company's normal route or means of delivery.

16. (a) Although the Company will take reasonable precaution to safeguard the Client's property entrusted to the care of the Company, such property so entrusted by or on behalf of the Client will be held, worked on and carried at the Client's sole risk.
(b) The Company shall retain possession and have the use of property supplied by or on behalf of the Client to the Company until all sums due by the Client to the Company have been discharged in full.
(c) The Company shall have the right to dispose of any or all of the Client's property in the Company's possession or control one year after the completion of such work by the Company for which the Clients property was originally supplied.

17. LAW
Any Agreement incorporating these Conditions shall be construed and interpreted in accordance with the laws of Ireland and for the purpose of testament of any dispute out of or in connection with the Contract the parties hereby submit themselves to the Jurisdiction of the Irish Courts.

18. ARBITRATION
All disputes arising out of this contract shall be referred to a decision of an arbitrator to be appointed by agreement between the Company and the Client. In default of agreement an arbitrator shall be nominated by the President for the time being of the Incorporated Law Society of Ireland. An award shall be a condition precedent to any liability of the Company or any right of action against the Company by the Client.