Terms & Conditions

Contents

  1. Introduction
  2. Interpretation
  3. Estimates and Quotations
  4. Supply and Processing of Materials
  5. Proofs
  6. Completion of Orders
  7. Force Majeure
  8. Data Protection
  9. Intellectual Property
  10. Charges & Payments including Postage
  11. Codes of Practice and Indemnities
  12. Provision of Computer Data
  13. Liability
  14. Termination and Cancellation
  15. Agency, Partnership and Joint Ventures
  16. Enforceability
  17. Severability
  18. Entire Agreement
  19. Jurisdiction
  20. Subcontracting

1. Introduction

These Terms and Conditions shall apply to any contract between the Company and the Client for the supply of Materials and services (including any installment or part of them).

These Terms and Conditions supersede any of the Company’s previous Terms and Conditions and any practice or course of dealing previously applying between the Company and the Client.

2. Interpretation

In theses Terms and Conditions:

‘Carrier’ - means the Royal Mail or other Carrier nominated by the Company or a Carrier otherwise nominated by the Client and agreed in writing by the Company, the cost of whose services shall be paid by the Client in addition to the price

‘Client’ - means the person, firm or Company with whom the Company has entered into a contract to provide materials and services.

‘Company’ - means LA Digital Print Limited whose registered office is 23 Albany Park, Cabot Lane, Poole, Dorset, BH17 7BX, England and principal place of business is 23 Albany Park, Cabot Lane, Poole, Dorset, BH17 7BX, England

‘Contract’ - means a contract between the Company and the Client for the provision of materials and/or services pursuant to the acceptance by the Client of a quotation from the Company strictly in accordance with these Terms and Conditions only, which may be a contract of long duration for numerous separate orders of materials and services at different times.

'Order' - means a request for the provision of materials and services by a Client of the Company within a contract allowing for one or more orders to be made over a course of time.

'Completion of Order' means the completion by the Company of works required to fulfill the materials and services requirements of an order such that the processed materials are ready for collection by the Carrier.

‘Services’ - means Direct Mail, Printing, Print Finishing and other related services provided by the Company directly or indirectly to the Client.

‘Materials’ - means marketing, advertising, promotional leaflets, brochures, pamphlets and similar items and other material such as paper printed items and envelopes etc., supplied or processed in connection with the services.

‘Client Materials’ - means materials supplied by the Client or on its behalf.

‘Company Materials’ - means materials supplied by the Company or on its behalf.

‘Wastage and Spoilage’ - means the accepted tolerance within the Direct Mail, Print and Print Finishing Industry for loss and damage to materials supplied by the Client or by the Company within which no adjustment of price is to be made in respect of an order or contract. The tolerance allowed is 10%.

‘Price’ - means the price charged by the Company to Client for the provision of materials and services pursuant to a contract or order.

3. Estimates and Quotations

3.1 An estimate is a preliminary assessment by the Company of the price for providing materials and/or services which is not binding on the Company until stated by the Company to be a quotation capable of acceptance by the Client.

3.2 A quotation given by the Company is an offer to supply materials and/or services to the Client which becomes binding on the Company only when accepted in writing by the Client. (Subject to the qualifications and reservations in Paragraph 4 and 5 below)

3.3 Estimates and quotations are based on information available to the Company as at their dates and are subject to sight of materials, their suitability and any artwork and text to be supplied to the Company by the Client, for printing or any other service to be carried out by the Company, proofs (see Paragraph 5 below) and other factors subject to Client's choice at varying cost.

3.4 Quotations are valid for a period of 30 days and are for the whole of the materials and/or services to which the quotation relates for which performance may be by instalments pursuant to separate orders. The Company may extend the period for consideration of its quotation at its discretion and may refuse to accept any order for materials and services, which constitute only a part of the quotation unless the initial specification requested separate quotations for separate elements of the order.

3.5 The price set out in the quotation is based on a uniform run of materials of the quantity requested. Any variation in the quantity will give rise to a variation in the price in accordance with the rates set out in any quotation or as otherwise published by or available from the Company.

3.6 The Company may at its discretion reject an order on reasonable grounds, eg., excessive quantities, unsuitable materials, unachievable completion times.

4. Order, Supply and Processing of Materials

4.1 Supply of Client Materials

4.1.1. The Client shall be responsible for ensuring that the Client materials:

(a) conform to specifications in the quotation as regards quantity and quality and Royal Mail or other Carriers requirements

(b) are delivered punctually to the Company in accordance with any latest delivery date and time specified in the quotation if the completion time is of the essence

(c) are accompanied by a delivery advice note accurately stating the quantity and description of the materials supplied;

(d) are delivered on pallets, boxed, packed and supplied in such a way as to withstand normal bulk storage and handling;

(e) are sufficient to enable the Company to produce the correct quantity of materials and services including any printing or reproductive work ordered allowing for normal wastage and spoilage.

(f) If the Company has agreed to print any text the Client shall supply such text in a media agreed by the parties in the quotation. The Client shall ensure and be responsible for the accuracy of such text.

4.1.2. The Company shall use its reasonable endeavours to provide the Client with a reasonable estimate of the quantity of printing or reproductive work required.

4.2 Checking Materials

The Company shall count the number of pallets containing Client materials supplied against any delivery note and shall as soon as practically possible report any discrepancy to the Client. The Company shall not however be responsible for any loss arising from any errors or omissions in the Client materials supplied or for discrepancies between Client materials received and quantities stated on delivery advice note and the Company's signature of any delivery advice note shall not be binding on the Company as to quantity received. As regards shortages or discrepancies of Client materials supplied which are only apparent on opening of individual boxes and containers, the Company shall not be responsible and shall report any discrepancy to the Client, as soon as practically possible.

4.3 Insurance of Materials

All Client materials are at the Client’s risk whilst on the Company’s premises or in transit to and from such premises and the Client is responsible for arranging adequate insurance cover for those materials unless arrangements have been made to the contrary by specific agreement in writing.

4.4 Storage of Client Materials

The Client shall be responsible for the collection of materials on completion of processing by the Company. Any Client materials or Company materials processed for the Client which remain in the Company’s possession after 30 days from the completion of any order or part order, will be subject to storage charges being £1.00 per pallet per day. The Company reserves the right to destroy or dispose of all such materials at the Client’s cost not less than 14 days after written notice to that effect is given to the Client.

4.5 Physical delivery of Materials

The cost of collection from and delivery to the Company's premises of the Client’s materials and the processed Company materials is not included within the quotation unless specifically agreed in writing to be so. Where delivery is carried out by the Company for the Client at the Client's request in writing, it will be charged for as an additional cost over and above the price in accordance with the Carrier's rates and charges advised.

 4.6 List Brokering

The Company does not accept responsibility for the quality and accuracy of mailing lists bought or rented in, or provided by the Client or a third party, and does not guarantee the favourable outcome of any mailing, or accept liability in the event of distribution in accordance with a list not achieving the level of response expected or required by the Client.

5. Proofs

5.1 A proof of any text whether or not provided by the Client to be printed by the Company shall be sent to the Client for the Client's prompt amendment or approval in writing as appropriate by signing, dating and returning to the Company in confirmation. The Client understands and agrees that any unreasonable delay in the return of a proof or ambiguities in amendments requested may result in delay in processing an order for which the Company shall not be responsible.

5.2 The Company shall send to the Client a first proof of the run of any printing work for the Client's approval or amendment as per 5.1 above. Either electronically or in hard copy form

5.3 If further amendments and proofs are required due to errors made by the Client or third party or the Client requires further amendments including but not limited to alterations in style, type of printing, ink, or method of packaging, the Client will be liable for the reasonable costs incurred and the price will be amended accordingly. The Company will provide at the Client’s expense further proofs for the Client’s approval on the basis set out in Paragraphs 5.1 and 5.2

5.4 The Client understands and agrees that the Company will not be responsible for any error in any proof which has been so approved by the Client and such error shall not entitle the Client to reject all or any of the materials or to terminate the contract, and the Client shall be responsible for the reasonable additional cost over and above the price of re-processing the materials and the Company shall not be responsible for any delay in making processed materials available for collection even if time is stated to be of the essence.

5.5 The Client understands and agrees that the Company will not be responsible for any error in the event that the client chooses not to view a proof. Any resulting errors or print quality disputes shall not entitle the Client to reject all or any of the materials or to terminate the contract, and the Client shall be responsible for the reasonable additional cost over and above the price of re-processing the materials and the Company shall not be responsible for any delay in making processed materials available for collection even if time is stated to be of the essence.

6. Completion of Orders

6.1 The Company will use its reasonable endeavours to achieve completion of order on or before the date or dates and times estimated in the quotation or order. The parties understand and agree that the date and time of completion of order shall not be of the essence of the contract unless otherwise expressly agreed in writing between the parties and subject to the matters set out in Paragraphs 4, 5 and 7 and matters outside Company responsibility hereunder.

6.2 Where the contract requires completion of orders by instalments each completed order shall be deemed to constitute a separate enforceable obligation and the Company shall be entitled to issue and be paid the completed order price on a separate invoice for each such completion. Failure to complete any one or more orders shall not affect the enforceability of the contract as to the remaining orders.

6.3 Claims for non-completion of order (and in cases in which the Company has agreed to undertake delivery of completed orders claims for non-delivery) must be made in writing within 3 days of receipt of invoice otherwise no credit or claim can be allowed.

6.4 Materials incorrectly ordered or ordered in error by the Client will only be accepted back at the Company's discretion and at the Client's expense. Collection will be arranged with the Company's Carrier. A handling and carriage charge will also be made.

 7. Force Majeure

The Company shall be under no liability if it shall be unable to carry out any of its obligations under the contract for any reason beyond its control including (without prejudice to the generality of the foregoing) Act of God; intervening illegality; statutory prohibition; war; fire; flood; drought; failure of power supply; lock out; staff sickness; strikes or other action in contemplation of the furtherance of a dispute (but not strikes or other action in contemplation of the furtherance of a dispute taken by the Company’s own employees).

During the continuance of a situation of ‘Force Majeure’ the Client may by written notice to the Company terminate the contract and pay for work done and materials used, but subject to this shall otherwise accept completion of orders when available.

8. Data Protection

8.1 The Processing of Personal Data

The Company represents, warrants and undertakes to the Client that it shall process any personal data (as defined in the Data Protection Act 1998) solely for the purposes of this contract and for no other purpose.

The Company represents, warrants and undertakes to the Client that it has in place appropriate technical and organisational measures against accidental or unlawful destruction or loss or alteration of, or unauthorised disclosure of or unauthorised access to, any personal data of the Client.

The Company shall ensure that each of its employees, agents and subcontractors are made aware of its obligations with regard to the security and protection of personal data of the Client and shall require that they enter into binding obligations reflecting the provisions of this clause.

9. Intellectual Property

The intellectual property rights in any artwork created by the Company in relation to the materials and services shall vest in the Company unless it is agreed in writing that such intellectual property rights shall pass to the Client.

10. Charges and Payment including Postage

10.1 Payment of Invoices

10.1.1 The Company's invoices are due for payment immediately but payable in full without deduction within 30 days from end of month of issue on completion of order except where special terms have been agreed. The Company is entitled to charge interest at 3% above Nat West Bank Base Rate on overdue accounts from the date of invoice. Company's materials remain the property of the Company until paid for in full but the risk in them transfers to the Client on completion of order. The Company reserves the right to charge the customer all costs relating to debt recovery in the event of non payment.

10.1.2 All prices quoted are strictly net and are exclusive of VAT which will be added to the price at the prevailing rate, where applicable, on invoicing and payable by the Client.

10.1.3 The Company shall be entitled to charge the reasonable cost of any preliminary work produced by the Company at the Client’s request whether experimentally or otherwise and of any corrections made after the first proof and any other changes requested by the Client on or after the first proof. (See Paragraph 5).

10.2 Payment for Postage and Carriage

10.2.1 Postage and Carriage charges are payable by the Client in addition to the price plus VAT and must be paid in advance of the collection of materials by the Courier after completion of order and an Advance Postage Request will be raised by the Company to cover the best estimate of the postage or carriage charge to be incurred. The Company shall not be liable for any delay in collection or resulting from the Client's failure to pay postage and carriage in advance.

10.2.2 If the Client has postage accounts with the Royal Mail, the Company will require authorisation to hold and use posting books (and/or electronically) on behalf of the Client who will then be invoiced direct by the Royal Mail or Carrier.

10.2.3 If the cost of postage and carriage is not paid by the Client within the time limit specified in the Advance Postage Request the Company shall have the right to withhold the release of materials.

10.3 Postal Charge Refunds

Where the actual cost of postage and carriage is less than the amount paid by the Client in advance the Company shall either refund any surplus to the Client or shall provide a credit note to the Client for the next order it puts through the Company’s account. Where the actual cost of postage and carriage is more than the amount paid by the Client in advance, the shortfall shall be paid by the Client immediately on final invoice.

10.4 Obligations in Postage

Once materials the subject of a completed order have been collected by the Royal Mail or other Carrier the Company’s responsibility to the Client ceases.

11. Codes of Practice and Indemnities

11.1 The Client shall:

(a) provide the Company in advance with a true copy of all advertising material or other material intended to be enclosed with any Company material.

(b) ensure that all material provided by it complies with all applicable statutory requirements and with the codes of practice of the appropriate supervisory bodies including, but not limited to, the British Codes of Advertising and Sales Promotion (BCASP)and the Direct Marketing Association’s Code of Practice and the Advertising Standard Agency.

11.2 The Client shall indemnify the Company against all costs, claims, liabilities, penalties and expenses which the Company may incur by reason of the Client's materials and materials created by the Company at the Client's request being, unlawful, infringing any copyright, trademark or other intellectual or other proprietary rights of any third party or being defamatory, obscene or the distribution of which may infringe postal or other regulations or breach of any trade description or other legislation.

11.3 The Company shall have the right upon request from the body administering the Quality Standard in Mail Production (QMP) or any successor accreditation scheme, to supply that body with samples of any mailings relating to the contract.

12. Provision of Computer Data

The Client warrants that any computer data supplied to the Company is clean, unadulterated, capable of being read and processed and does not contain any computer viruses. In the event of the computer data supplied being corrupt, the Company shall either require the Client to supply clean unadulterated data which does not contain any computer viruses or decontaminate the data itself but at the Client’s expense.

The Client shall ensure that all data supplied to the Company are completely unambiguous with regard to their format. A specification of the formats of the data supplied and instructions for interpretation must be provided in writing in advance by the Client to the Company.

13. Liability

13.1 Limitation of Company’s Liability

The Company’s entire liability (including liability for acts and omissions of its employees, agents and sub contractors) in respect of any breach of its contractual obligations or of any negligence, misrepresentation or other tortious act or omission shall be limited to the contract price for the particular order or orders in issue (excluding postage and carriage costs).

13.2 Consequential or Indirect Loss

The Company shall not be liable for any indirect or consequential loss or damage, loss of profits or goodwill or loss of any kind, other than the direct loss suffered by the Client and subject to the limitation under sub clause 13.1 and in particular shall not be liable for any disappointment of the Client by reason of any less than expected or desired response to a direct mailing of materials processed by the Company.

13.3 Liability for Death or Personal Injury

Notwithstanding the sub clauses 13.1 and 13.2 above, the Company’s liability to the Client for death or injury resulting from its own negligence or that of its employees, agents or sub contractors shall be unlimited.

14 Termination and Cancellation

14.1 Rolling Contracts for Multiple Orders

14.1.1 Subject to clause 14.2 either party shall be entitled to terminate this contract by notice in writing to the other in the event of any material breach by the other party of any of its obligations under the Contract. The termination will take effect (14) days after receipt of written notice unless the defaulting party has remedied the default within this time.

14.1.2 The Company shall be entitled to terminate this Contract with immediate effect without prejudice to accrued rights by notice in writing in the event of the Client’s failure to pay in accordance with the terms of the Contract or in the event of the Client committing an act of bankruptcy or taking any steps leading to liquidation, making any agreement with its creditors or having a receiver or administrative receiver appointed over any of its assets.

14.1.3 In the event of termination by the Company under this clause, the Client shall immediately pay any outstanding sums due from it to the Company.

14.2 Termination in other Circumstances

If either the Company or the Client wishes to cancel the Contract (other than for a breach of the contract by the other and the instances arising under clause 14.1) then:

(a) where the Client cancels the contract it will pay to the Company a reasonable sum for any work carried

out by it prior to such cancellation together with reasonable sum for loss of profit on the uncompleted

portion of the contract.

(b) where the Company cancels the contract it will pay to the Client all reasonable additional costs

incurred by the Client relating to the remainder of the period of the Contract in seeking the services at

reasonable commercial rates of another provider of the same services over and above those payable to the

Company if the contract had continued.

Termination of the contract by cancellation in 14.2 (a) and (b) above will take effect immediately upon receipt of written notice from the cancelling party to the other party.

15. Agency, Partnership and Joint Ventures

Nothing in any Contract to which these Terms and Conditions apply shall be construed as to constitute either the Company or the Client the agent of the other and it shall not operate so as to create a partnership or joint venture of any kind between them.

16. Enforceability

No failure or delay by either the Company or the Client in exercising any of their rights under a contract in which these Terms and Conditions are incorporated shall be deemed to be a waiver of those rights. No waiver by either of them of any breach of the contract by the other, shall be considered as a waiver of any subsequent breach of the same or any other provision.

17. Severability

Notwithstanding that any provisions of a contract in which these Terms and Conditions are incorporated may prove to be illegal or unenforceable the remaining provisions shall continue in full force and effect.

18. Entire Agreement

These terms and conditions constitute the entire contract between the Company and the Client with respect to the matters dealt with herein. No variation shall be valid or effective unless made in writing and signed by both of them.

19. Jurisdiction

The Contract is subject to English law and the Company and the Client agree to submit to the jurisdiction of the English courts in respect of any dispute or difference arising under it.

20. Subcontracting

The Company may subcontract part or all of the provision of services under the contract without however affecting its liability to the Client.

 

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