Terms of use and contracts

1.1. “PIXAVI Limited (“PIXAVI”)” means the party providing the goods or services under these Terms & Conditions.

1.2. “Customer” means the party contracting PIXAVI to acquire the goods and services supplied under these Terms & Conditions.

1.3. “Customer Data” means any data (electronic or physical) provided by the Customer to PIXAVI.

1.4. “Contract” means a contract made pursuant to paragraph two (2) hereof.

1.5. “Work” means all goods (intermediate or finished product) and services supplied by PIXAVI to the Customer.

1.6. “Intermediates” means all products produced during the manufacturing process, including non-exhaustibly disks, film, plates and intellectual property.

1.7. “Electronic File” means any text, illustration or other matter supplied or produced by either party in digitised form on disks, through a modem, or any other communication link.

1.8. “Information” means non-exhaustively any information supplied by the Customer to PIXAVI necessary for PIXAVI to fulfil the terms of the Order.

1.9. “Service store” means PIXAVI’s facility at 11-13, Howland Street, London W1T 4BU.

1.10. “Order” means the offer made by the Customer to PIXAVI in writing or via PIXAVI’s website which is accepted by PIXAVI.

1.11. “Accessible Format” means such format as may be defined on PIXAVI’s website from time to time.

1.12. “Prices” means those amounts payable for any particular product or service as shown in PIXAVI’s brochures or website from time to time.

1.13. Headings included in these Terms & Conditions are for convenience only and do not form part of the Terms & Conditions.

2.1. Prices and information shown in brochures, in advertisements and on the PIXAVI website are invitations to treat and not offers to supply goods or services which are capable of acceptance.

2.2. The Customer’s Order is an offer to buy from PIXAVI which shall remain open for acceptance for fourteen (14) days. PIXAVI will confirm acceptance of the offer in writing (which shall include by fax or email) to the Customer.

2.3. On PIXAVI accepting the Customer’s offer, a binding contract will be formed between PIXAVI and the Customer.

2.4. Offers and details in catalogues, brochures, advertisements etc. – including advertised prices – are subject to confirmation and are not binding.

2.5. If PIXAVI submits a bespoke quotation to a customer it will remain open for acceptance for fourteen (14) days but shall then be deemed withdrawn.

2.6. All agreements that may be made between PIXAVI and the Customer for the purpose of carrying out the Contract must be in writing (which shall include by fax or e-mail).

2.7. Contractual language is English or German.

3.1. Our prices are without VAT, ex works London, and do not include the costs for packaging, transportation and any
other additional costs.  Any additional costs are expressed payable unless otherwise payable.

3.2. PIXAVI reserves the right to refuse to accept any amendments to an agreed Order. Should the Customer wish to amend the Order after the Customer’s offer has been accepted by PIXAVI, the Customer should contact PIXAVI in writing as soon as possible and PIXAVI will use reasonable endeavours to accommodate such changes. PIXAVI will inform the Customer of any additional costs that will be applied if the changes are made, but an administration charge of £12.00 will always be charged in addition to the cost of any changes. Amendments to the Order will include but are not limited to changes to the Work, information concerning the Order (e.g. invoice recipient, delivery address, method of delivery, method of payment), and changes to Customer Data.

4.1. In placing an order, the Customer is deemed to accept that PIXAVI will undertake preparatory work and be entitled to charge for that.

4.2. The Customer shall be entitled to request a cancellation of an order exclusively via their customer account subject to the following sub-clauses.

4.3. Until all information needed by PIXAVI has been provided in Accessible Format PIXAVI may at its discretion accept a cancellation on such terms as it may advise the Customer.

4.4. Once all information required by PIXAVI has been provided, no cancellation will be permitted and the Customer shall be liable to pay the full price of the Order.

4.5. Additional software and special adaptations for websites require a separate termination and have a notice period of 3 months. The running time is extended automatically for another year. A reimbursement is excluded.

Adaptations which have to be removed from the website due to a cancelation/termination of the software are subject to payment. The amount depends on time and effort and we inform you in advance.

5.1. All Orders will be executed by PIXAVI on the basis of the Customer Data provided to PIXAVI by the Customer, except when the Customer has expressly requested that PIXAVI produce the Customer Data and PIXAVI has (either by itself or by a subcontractor) agreed to produce the same.

6.1. Under no circumstances will PIXAVI accept or agree orders which require a specific delivery date. PIXAVI will use its best endeavours to arrange delivery of the goods or services as soon as reasonably possible after the Customer has provided all the necessary information (including non-exhaustively designs, artwork and data) to PIXAVI in an Accessible Format.

6.2. Cost of delivery will be notified to the Customer before PIXAVI accepts the Order and the costs of delivery will be charged in addition to the Price of the goods and/or services.

6.3. Delivery will be arranged to the address indicated by the Customer in the Order.

6.4. Unless otherwise agreed in writing, (in which case an extra charge may be made) delivery will be to kerbside at the Customer’s address and the Customer will make arrangements for off-loading and for any additional transportation to its storage facility.

6.5. Subject to any agreement as per 6.4 above, delivery involving difficult access and/or unreasonable distance from vehicular access shall entitle PIXAVI to make an extra charge to reflect its extra costs.

6.6. If the Customer fails to collect or accept delivery of goods or services within two (2) days of PIXAVI notifying the Customer that the same are ready for collection or despatch, PIXAVI reserves the right to charge the Customer for any additional costs incurred by PIXAVI and such costs shall be a minimum of £35.00.

7.1. It is the Customer’s responsibility to maintain a copy of any original Electronic File provided to PIXAVI.

7.2. In the event that the Information provided by the Customer to PIXAVI is not in an Accessible Format, PIXAVI will be entitled to refuse to implement the Order and require the Customer to provide data in an Accessible Format. PIXAVI, at its discretion, may be willing to attempt to convert data into an Accessible Format but will accept no responsibility for the success or failure of such endeavour. PIXAVI will charge for such conversion or attempt to convert. The cost or approximate cost of conversion shall be advised to the Customer in advance of PIXAVI undertaking such conversion or attempt to convert.

7.3. The Customer authorises PIXAVI to make copies of any data provided for the purpose of PIXAVI fulfilling the contract.

7.4. PIXAVI will use all reasonable endeavours to ensure that documents and data provided by the Customer are handled carefully and appropriately, but PIXAVI accepts no liability for any damage or loss to the documents and/or data in excess of the value of the physical material provided.

7.5. The Customer confirms that they will use adequate and current antivirus protection to protect any electronic data sent to PIXAVI. In the event that data provided by a Customer corrupts PIXAVI’s systems, PIXAVI shall be entitled to recoup the full cost of remedial work from the Customer.

8.1. Customers who have ongoing contracts in place with PIXAVI may only terminate such contracts with at least 3 months written notice to PIXAVI.

8.2. The notice period shall end on the last calendar day of any month.

9.1. Risk in the goods is passed to the Customer on collection by the Customer or the third party undertaking delivery of the goods.

9.2. The Customer shall be responsible for all insurance in respect of the goods once PIXAVI has notified the Customer that the goods are ready for collection or despatch.

10.1. PIXAVI shall incur no liability for any errors not corrected by the Customer when the Customer has been provided with proofs prior to production of the Work.

10.2. Where the Customer specifically waives a requirement to examine proofs PIXAVI is indemnified by the Customer against any and all errors in the finished Work.

10.3. All reasonable efforts will be made by PIXAVI to obtain the best possible colour reproduction on the Customer’s Work but variation is inherent in the printing process and it is understood and accepted as reasonable that PIXAVI shall not be required to guarantee an exact match in colour between the Customer’s Electronic File and the finished Work. Where the Work is produced using full colour printing (also known as process colour or CMYK printing) it is accepted and understood that Pantone colours (also known as spot colours) shall not be accurately reproduced due to the inherent nature of the printing process.

10.4. Colour proofs: due to differences in equipment, paper, inks and other conditions between colour proofing and production runs, a reasonable variation in colour between colour proofs and the finished Work will be deemed acceptable.

10.5. Variations in quantity: Delivery of Work in quantities 5% more or less than ordered shall be accepted without any reduction or increase in the price. In the event that delivery is less than 95% of the quantity ordered, the Customer shall be liable to pay the full price on delivery but PIXAVI may at its discretion make up the shortfall within a reasonable period or may credit the Customer for the shortfall, such credit to be an amount calculated pro rata the Order Price.

10.6. For the avoidance of doubt, the Customer agrees that minor deviations will be acceptable. Minor deviations shall include, non-exhaustively:
The same applies, for technical reasons, for the comparison between other copies (as well as proofs and prints even if they have been printed by PIXAVI) and the finished Work.

10.7. PIXAVI accepts no liability for variations in the running direction of the papers, slight marking and deviations in the strength of the paper or rigidity of the Work.

11.1. The Customer shall have seven (7) days from receipt of the Work in which to identify any defects in the same, failing which the Customer shall be deemed to have accepted the Work.

11.2. In the event of any claims or rejections being made PIXAVI reserves the right to inspect the Work. If PIXAVI wish to inspect the Work, they will notify the customer by email within 7 days of the complaint or rejection being received. On receipt of such notification, the customer must retain all copies of the work which are subject to the alleged claim or rejection. PIXAVI will then arrange to inspect the work within 28 days of giving notice of their wish to do so.

12.1. Insofar as is permitted by law where Work is defective for any reason, including negligence, PIXAVI’s liability (if any) shall be limited to rectifying such defect, or crediting its value against any invoice raised in respect of the Work unless the Customer has specified in their Order that partial delivery of items within an Order are not acceptable to the Customer. In the event of such notification being received by PIXAVI from the Customer, PIXAVI’s liability is limited to the total value of the price to be paid for the entire Order.

12.2. Where PIXAVI performs its obligations to rectify defective Work under this condition PIXAVI shall not be liable for indirect loss, consequential loss or third party claims occasioned by defective Work and the Customer shall not be entitled to any further claim in respect of the Work nor shall the Customer be entitled to repudiate the contract, refuse to pay for the work or cancel further deliveries.

12.3. Defective Work must be returned to PIXAVI before replacement or credits can be issued. If the subject Work is not available to PIXAVI, PIXAVI will hold that the Customer has accepted the Work and no credits or replacement Work will be provided.

12.4. PIXAVI shall not be liable for indirect loss, consequential loss or third party claims occasioned by delay in completing the work or for any loss to the Customer arising from delay in transit, whether as a result of the PIXAVI’s negligence or otherwise.

12.5. Where PIXAVI offers to replace defective Work the Customer must accept such an offer unless he can show clear cause for refusing so to do. If the Customer opts to have the work re-done by any third party without reference to PIXAVI the Customer automatically revokes his right to any remedy from PIXAVI, including but not exclusively the right to a credit in respect of Work done by PIXAVI.

12.6. PIXAVI reserves the right to reject any work forwarded to him after initial processing by a third party as soon as is reasonably practicable without processing the work any further. Should the Customer require PIXAVI notwithstanding to continue, then PIXAVI is only obliged to do so after confirmation from the Customer in writing.

12.7. PIXAVI accepts no liability for loss of profit or other financial losses suffered by the Customer.

12.8. Nothing in these Conditions shall exclude PIXAVI’s liability for death or personal injury as a result of its negligence.

13.1. The Work remains PIXAVI’s property until the Customer has paid in full for the Work and discharged any other debts owing to PIXAVI.

13.2. In the event of any third party claiming any right in Work over which PIXAVI has retained title the Customer shall inform the third party of PIXAVI’s rights and shall notify PIXAVI of the third party claim without delay.

14.1. PIXAVI may send invoices by email. By submitting an Order the Customer agrees to this form of invoicing. PIXAVI is entitled to correct any price errors or omissions on estimates or invoices.

14.2. All work carried out shall be charged. This includes all preliminary work, including non-exhaustively design, artwork, colour matching whether or not the Customer agrees to that work being taken forward to production.

14.3. Should the Work be suspended or delayed by the Customer for any reason PIXAVI shall be entitled to charge for storage and for loss of or wastage of resources that cannot otherwise be used.

14.4. Should the suspension or delay in 14.3 above extend beyond 30 days PIXAVI shall be entitled to immediate payment for work already carried out, materials specially ordered and any other additional costs.

14.5. Payment shall be made by cash on delivery, payment in advance, PayPal or credit card (Visa and Mastercard and American Express).

 14.6. In the event that the Customer and PIXAVI agree that cash can be paid on delivery an additional fee of £12.00  will be charged.

14.7. For credit card payments a processing fee of 2% of the Order amount or £4.20  (whichever is lower) will be added to the total of the Order value.

14.8. If payment to have been made by debit card, credit card or BACS is refused by the Customer’s Bank or card issuer an administration charge of £20.00 will be added to the amount payable by the Customer and the balance of the Order Price will remain due.

14.9. In the event that PIXAVI and the Customer have agreed in advance that payment is not required in cleared funds in advance of delivery or on collection, invoices are payable immediately on receipt without deduction or set off.

14.10. PIXAVI expressly reserves the right to refuse payment by cheques or bills of exchange. Acceptance of the same is only an undertaking to pay. All discounts and bill charges shall be borne by the Customer and shall be due and payable immediately.

14.11. In the event that the Customer has outstanding invoices and money is due to PIXAVI, PIXAVI is entitled to apply any payment received from the Customer to settle the oldest invoices first and PIXAVI will inform the Customer regarding the application of their payment. In the event that additional costs and interest have been added to older invoices PIXAVI is entitled to use any payment received from the Customer to discharge, in the following order, expenses or costs, interest and then for the principle sums due.

14.12. The Customer shall not apply any set off or retention against any monies owed to PIXAVI unless any claim the Customer may have against PIXAVI has been accepted in writing by PIXAVI or has been decided on a final basis by a Court.

14.13. Any claim against PIXAVI is not transferable

15.1. Without prejudice to other remedies, if the Customer becomes insolvent, PIXAVI shall have the right not to proceed further with the contract or any other work for the Customer and be entitled to charge for work already carried out (whether completed or not) and materials purchased for the Customer, such charge to be an immediate debt due to PIXAVI. Any unpaid invoices shall become immediately due for payment.

16.1. PIXAVI shall not be required to print any matter which in PIXAVI’s opinion is or may be of an illegal or libellous nature or an infringement of the proprietary or other rights of any third party.

16.2. PIXAVI shall be indemnified by the Customer in respect of any claims, costs and expenses arising out of the printing by PIXAVI for the Customer of any illegal or unlawful matter including matter which is libellous or infringes copyright, patent, trade mark, design or any other proprietary or personal rights. The indemnity shall include (without limitation) any amounts paid on a lawyer’s advice in settlement of any claim that any matter is libellous or such an infringement.

16.3. The Customer is solely liable if the rights of a third party, including non-exhaustively rights in relation to copyright and trade marks, are breached by PIXAVI when executing the Customer’s Order. The Customer confirms that he has any necessary permissions from the third party rights holders to use the information/data in the way intended.

16.4. In the event that PIXAVI performs services for the Customer, especially in relation to graphical layout, image and text marks and layouts, PIXAVI reserves all rights, all intellectual property rights in relation to the products. In paying the Price the Customer does not acquire the intellectual property rights and this, for the avoidance of doubt, includes the right to make further duplications.

16.5. In the event that the Customer wishes to purchase the copyright in a certain article from PIXAVI, the Customer should contact PIXAVI to agree terms and payment provisions in relation to this transfer.

16.6. All Intermediates remain the property of PIXAVI and, in the event that the Customer wishes to purchase any Intermediates from PIXAVI, the Customer should contact PIXAVI to agree terms and payment provisions in relation to this transfer.

 17.1. Unless otherwise expressly agreed between the parties in writing, no information provided to PIXAVI in connection with any Order shall be regarded as confidential.

18.1. The Customer authorises PIXAVI to retain and transfer any or all of the Information to third party contractors in the event that such transfer is necessary in order for PIXAVI to fulfil the Customer Order or for the purposes of taking action to recover outstanding payment due from the Customer.

19.1. All digital material provided by the customer, especially templates, data and record carrier, will only be archived extending
the time of delivery, on the basis of a written agreement and additional expenses. Shall this be insured, the customer needs to supply it by oneself if an agreement is missing. PIXAVI excludes liability for any damage or loss, irrespectively of the reason. This does not apply causing damage through gross negligence or premeditated manner. Recovery of archived data, i.e. search of files in archives, its decompression and preparation for further processing, is charged with extra costs of £17.00 net for each archived print job.

19.2. Files on a CD/DVD and additional order documents cannot be returned.

20.1. The parties agree that the provisions of the Contract (Rights of Third Parties) Act 1999 do not apply to these Terms.

20.2. All clauses and sub-clauses of these Terms are severable from the remainder and if any clause or identifiable part thereof is held to be unenforceable by any Court of competent jurisdiction then such unenforceability shall not affect the enforceability of the remaining provisions or identifiable part thereof in these Terms.

20.3. These Terms, together with information provided by the Customer to PIXAVI in the Order, and any relevant legislation constitute the entire agreement between the parties and shall supersede the provision of any previous Contract, warranty or representation made or given by PIXAVI to the Customer.

20.4. These conditions apply to all contracts between PIXAVI and the Customer and cannot be varied unless in writing and signed by an authorised representative of PIXAVI.

20.5. Nothing in these terms shall affect the Customer’s statutory rights.

20.6. The Customer shall not be entitled to cancel a contract for the supply of goods which have been made-to-order or are clearly personalised.

20.7. PIXAVI reserves the right to subcontract any or all of its obligations under any contract with any customer but notwithstanding any such subcontract responsibility for performing PIXAVI’s obligations under the contract shall remain with PIXAVI.

20.8. PIXAVI shall be under no liability if PIXAVI shall be unable to carry out any provision of the Contract for any reason beyond its reasonable control, including (without limiting the foregoing) act of God; legislation; war; fire; flood; draught; inadequacy or unsuitability of any instructions, electronic file or other data or materials supplied by the Customer; failure of power supply; or owing to any inability to procure materials required for the performance of the Contract. During the continuance of such a contingency the Customer may by written notice to PIXAVI elect to terminate the Contract and paperwork done and materials used, but subject thereto shall otherwise accept delivery or arrange delivery when available.

20.9. These terms and all other express and implied terms of the Contract shall be governed and construed in accordance with the laws of England and the parties agree to submit to the exclusive jurisdiction of the Courts of England and Wales.

20.10. The parties agree that the United Nations Convention on International Sale of Goods shall have no force or effect on the Contract.

• colour deviations between two or more Orders/comparison with a former Order/between single sheets of one Order;
• cutting or folding tolerances, deviations from folded or unfolded finished formats, in particularly, but not limited to:
• magazines, brochures, books with saddle stitching or ring eyelet sewing as well as pochettas – cutlery pouches up to 4mm from the finished format;
• all other brochures and books up to 2 mm; napkins up to 1.5 mm from the finished format
• advertising products up to 1-2% from the finished format;
• all other products up to 1mm from the finished format;
• colour deviations between the inside and cover of a magazine or brochure;
• misalignment up to 0.3 mm between a partial UV varnish and a printed motif.