Woodville Project

Terms and Conditions

These following Terms and Conditions constitute the entire agreement between the parties and supersede any previous agreements, warranties, undertakings or understandings between the parties may not be varied except in writing.

1. Definitions

a. “Buyer” means the organisation or person who buys Goods from the Seller;

b. “Seller” means the party providing the goods and services.

c. “Conditions” means the terms and conditions of sale or services provided set out in this document and any additional special terms and conditions agreed in writing by the Seller;

d. “Work” means all goods (by way of immediate or finished product) and services supplied by the seller to the buyer;

e. “Goods” means the articles to be supplied to the Buyer by the Seller;

f. “Intellectual Property Rights” means all patents, registered and unregistered designs, copyright, trademarks, know-how and all other forms of intellectual property wherever in the world enforceable;

g. “Price” means the price set out in the list of prices of the Goods maintained by the Seller as amended from time to time or such other price as the parties may agree in writing plus such carriage, packing, insurance or other charges or interest on such as may be quoted by the Seller or as may apply in accordance with these conditions;

2. Payment

a. Estimates are based on the Seller’s current costs of production and, unless otherwise agreed in writing, are subject to amendment to meet any rise or fall in such costs that have taken place by the time of delivery.

b. Estimates are given exclusive of tax and the Seller reserves the right to charge and the Buyer will pay any VAT or other tax payable.

c. All work carried out shall be charged. This includes all Preliminary Work whether or not the Buyer agrees to that work being taken forward to production.

d. Any additional work required of the Seller by reason of the Buyer supplying inadequate copy, incomplete or incorrect instructions or insufficient materials; or late delivery of the same shall be charged.

e. Payment shall become due before delivery of the Work. The Seller, at his absolute discretion, may ask for part or full payment in advance of starting work.

f. If Credit Facilities have been granted, payment is due within 30 days following the date of Invoice. If any item(s) remain unpaid by that due date charges will apply, in accordance with s5A and/or s6 of the Late Payment Commercial Debt (Interest) Act 1998 or any subsequent enactment. In addition, all invoices will become due and payable immediately and will be treated as overdue items, with appropriate charges applied and all costs reasonably incurred in collecting the debt payable by the Buyer.

g. Unless otherwise agreed in writing, the price of the Work will be “ex-works” and delivery shall be charged extra.

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

i. Should the suspension or delay in 2(h) above extend beyond 30 days the Seller shall be entitled to immediate payment for work already carried out, materials specially ordered and any other additional costs.

3. Delivery

a. Delivery of Work shall be accepted when tendered.

b. Unless otherwise agreed in writing completion and delivery times are a guide only and, whilst the Seller will make every effort to adhere to proposed timescales, time is not of the essence in any contract with the Buyer.

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

d. Subject to any agreement as per 4(c) above, delivery involving difficult access and/or unreasonable distance vehicular access shall entitle the Seller to make an extra charge to reflect its extra costs.

e. Should expedited delivery be agreed the Seller shall be entitled to make an extra charge to cover any overtime or any additional costs.

4. Materials supplied or specified by the Buyer

4.1 Electronic Files

a. It is the Buyer’s responsibility to maintain a copy of any original Electronic File provided by the Buyer.

b. The Seller shall not be responsible for checking the accuracy of supplied input from an electronic file unless otherwise agreed in writing.

c. Without prejudice to clause 5.2(b), if an electronic file is not suitable for to outputting on equipment normally adequate for such purposes without adjustment or other corrective action the Seller may make a charge for any resulting additional cost incurred or may reject the file without prejudice to his rights to payment for work done/material purchased.

4.2 Other Material

a. Metal, film and other materials owned by the Buyer and supplied to the Seller for the production of type, plates, film-setting, negatives, positives, electronic files and the like shall remain the Buyer’s exclusive property. However where the content is generated by the Seller, the Seller may, in order to protect his intellectual property rights and at his absolute discretion, replace such material with unused material of a similar or better quality.

b. The Seller may reject any film, discs, paper, plates, electronic files or other materials supplied or specified by the Buyer which appear to him to be unsuitable for the purpose intended. Additional cost incurred if materials are found to be unsuitable during production may be charged except that if the whole or any part of such additional cost could have been.

c. Without prejudice to clause 5.2.b, where materials are so supplied or specified, and the Seller so advises the Buyer, and the Buyer instructs the Seller in writing to proceed anyway, the Seller will use reasonable endeavours to secure the best results, but shall have no liability for the quality of the end-product(s).

d. Quantities of materials supplied shall be adequate to cover normal spoilage. Any costs incurred as a result of shortages, including re-starting jobs, duplicating masters etc will be charged in addition to the estimated price.

4.3 Risk and Storage

a. Buyer’s property all property supplied to the Seller by or on behalf of the Buyer shall while it is in the possession of the Seller or in transit to or from the Buyer be deemed to be at Buyer’s risk unless otherwise agreed in writing and the Buyer should insure accordingly.

b. The Seller shall be entitled to make a reasonable charge for the storage of any Buyer’s property left with the Seller before receipt of the order or after notification to the Buyer of completion of the work.

4.4 Finished Goods

a. The risk in the Work and all goods delivered in connection with the Work shall pass to the Buyer on delivery and the Buyer should insure accordingly.

b. On completion of the Work, the Seller will store the Buyer’s materials and Work for a maximum of one month, after which time they will be destroyed without further notice.

5. Materials and equipment supplied by the Seller

Metal, film and other materials owned by the Seller and used in the production of intermediates, type, plates, film-setting, negatives, positives, electronics files and other production processes, together with items thereby produced, shall remain the Seller’s exclusive property.

Type shall be distributed and film and plates, tapes, discs, electronic files or other work may be destroyed immediately after the order is executed unless written arrangements are made to the contrary. In the latter event, storage shall be charged. However, the Seller also reserves the right to retain such film, tapes, discs and electronic files as it sees fit for a period of two years.

The Seller shall not be obliged to download any digital data from his equipment or supply the same to the Buyer on disc, tape or by any communication link.

6 . Retention of Title

The Work remains the Seller’s property until the Buyer has paid for it and discharged all others debts owing to the Seller.

If the Buyer becomes subject to Insolvency and the Work has not been paid for in full the Seller may take the goods back and, if necessary, enter the Buyer’s premises to do so, or to inspect and/or label the goods so as to identify them clearly.

If the Buyer shall sell the goods before they have been paid for in full he shall hold the proceeds of sale on trust for the Seller in a separate account until any sum owing to the Seller has been discharged from such proceeds.

Where the Buyer is in breach of these Terms or performs any act of Bankruptcy or Insolvency the Seller reserves the right to approach the Buyer’s customer and to offer the Work directly to them, notwithstanding the fact that this will involve advising the Buyer’s customer that the Buyer is in breach or in default.

7. Proofs and variations

The Seller shall incur no liability for any errors not corrected by the Buyer where the buyer has provided with proofs. The Buyer’s alterations and additional proofs necessitated thereby shall be charged extra. When style, type or layout is left to the Seller’s judgement, changes therefrom made by the Buyer shall be charged extra.

Where the Buyer specifically waives any requirement to examine proofs the Seller is indemnified by the Buyer against any and all errors in the furnished Work.

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 completed job will be deemed acceptable unless otherwise agreed in writing.

d) Variations in quantity Every endeavour will be made to deliver the correct quantity ordered, but estimates are conditional upon margins of 5 per cent work being allowed for overs or unders the same to be charged or deducted, unless otherwise agreed in writing.​

8. Cancellations and refunds for consumers bookings only.

Guests may cancel by clear notice in writing (letter or email to us) at any time prior to the booking check in date. We will refund booking fees subject to following deductions, based on the length of notice of cancellation for check in date.

More than 60 days 10%

between 30 and 60 days 50%

Less than 30 days no refunds will be made.

If an event was to cancel or postone due to Covid-19 or any other pandemic related issue, your accommodation would be rolled over automatically to next year’s event, alternatively if you could not make those dates or require a refund, we would honour a 90% refund of your tent booking.

The remaining 10% can be used for any future bookings with Woodville Project.​

We may cancel for reasons outside our control, including weather, problems with sites, cancellation of events and force majeure. In this case all bookings are non-refundable.

9. Claims and Liability

9.1 Claims

Advice of damage, delay or loss of goods in transit or of non-delivery must be given in writing to the Seller and the carrier within three clear days of delivery (or, in the case of non-delivery, within 3 days of notification of despatch of the goods) and any claims in respect thereof must be made in writing to the Seller and the carrier within seven clear days of delivery (or, in the case of non-delivery, within 7 days of notification of despatch). All others claims must be made in writing to the Seller within 14 days of delivery. The Seller shall not be liable in respect of any claim unless the aforementioned requirements have been complied with except in any particular case where the Buyer proves that (i) it was not possible to comply with the requirements and (ii) the claims was made as reasonably possible.

If the Work is defective so that the Buyer may in law reject it, said rejection must take place within 7 days of delivery of the goods, failing which the Buyer will be deemed to have accepted the Work.

In the event of all or any claims or rejections the Seller reserves the right to inspect the Work within seven days of the claim or rejection being notified.

9.2 Liability

Insofar as is permitted by law where Work is defective for any reason, including negligence, the Seller’s liability (if any) shall be limited to rectifying such defect, or crediting its value against any invoice raised in respect of the Work.

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

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

The Seller 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 Buyer arising for delay in transit, whether as result of the Seller’s negligence or otherwise.

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

Where the Work will be forwarded by or on behalf of the Buyer to a third part for further processing the Buyer will be deemed to have inspected and approved the Work prior to forwarding and the Seller accepts no liability for claims arising subsequent to the third party’s processing.

The Seller 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 Buyer require the Seller notwithstanding to continue, then the Seller is only obliged to do so after confirmation from the Buyer in writing.

Nothing in the conditions shall exclude the Seller’s liability for death or personal injury as a result of its negligence.

10. Insolvency

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

11. General Lien

Without prejudice to other remedies, in respect of all unpaid debts due from the Buyer the Seller shall have a general lien on all goods and property of or provided by the Buyer in his possession (whether worked on or not) and shall be entitled on the expiration of 14 days notice to dispose of such goods or property as agent for the Buyer in such manner and at such price as he thinks fit and to apply the proceeds towards such goods or property as agent for the Buyer in such manner and at such price as he thinks fit and to apply the proceeds towards such debts, and shall when accounting to the Buyer for any balance remaining be discharged from all liability in respect of such goods or property.

12. Illegal matter

The Seller shall not be required to print any matter which in his opinions is or may be of an illegal or libellous nature or an infringement of the proprietary or other rights or any third party.

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

13. Periodical publications

A contract for the printing of a periodical publication may not be terminated by either party unless 13 weeks notice in writing is given in the case of periodicals produced monthly or more frequently or 26 weeks notice in writing is given in the case of other periodicals. Notice must be given after completion of work on any one issue. Nevertheless the Seller may terminate any such contract forthwith should any sum due thereunder remain unpaid.

14. Force Majeure

The Seller shall be under no liability if he shall be unable to carry our any provision of the contract for any reason beyond his reasonable control including (without limiting the foregoing): Act of God; legislation; war; fire; flood; drought; pandemic or epidemic; inadequacy or unsuitability of any instructions, electronic file or other data or materials supplied by the Buyer; failure of power supply; lock-out, strike or other action taken by employees in contemplation of furtherance of a dispute; or owing to any inability to procure materials required for the performance of the contract. During the continuance of such a contingency the Buyer may by written notice to the Seller elect to terminate the contract and pay for work done and materials used, but subject thereto shall otherwise accept delivery when available.

15. Data Protection

The buyer is hereby notified that the Seller may transfer personal information about the Buyer to a Credit Agency pursuant to cl 2f above.

16. Law

These conditions and all other express and implied terms of the contract shall be governed and constructed in accordance with the laws of England and the parties agree to submit to the jurisdiction of the courts of England and Wales.

17. Notices

All specifications and notices relied on by either party and all variations of this agreement must be in writing and include a duty authorised signature.

18. Consumers

Nothing in these Terms shall affect the rights of Consumers.

19. Severability

All clauses and sub-clauses of this Agreement are severable and if any clause or identifiable part thereof is held to unenforceable by any court of competent jurisdiction then such enforceability shall not affect the enforceability of the remaining provisions or identifiable parts thereof in these Terms and Conditions.