Essential Print Services (Derby) Limited – Terms and Conditions
Whilst Essential Print Services (Derby) Limited (“we“, “us” or “our“) do all we can to keep you happy, it is good practice to set some terms of business for each other. These terms are the terms on which we will supply the goods and/or services (as the case may be) to you. If you have any queries regarding any aspect of these terms, do not hesitate to contact us on 01332 418377. Your attention is drawn in particular to clause 13 (Limitation of liability) of these terms.
1. Your order
1.1 Any order that you place with us constitutes an offer by you to purchase our goods and/or services in accordance with these terms.
1.2 Your order shall only be deemed to be accepted when we issue written acceptance of such order at which point and on which date, these terms will become binding on each of us and a contract shall come into existence (the “Contract“).
1.3 The Contract constitutes the entire agreement between the both of us. You acknowledge that you have not relied on any statement, promise or representation made or given by or on behalf of us which is not set out in the Contract.
1.4 Any samples, drawings, descriptive matter or advertising issued by us and any illustrations or descriptions of the services contained in our catalogues or brochures are issued or published for the sole purpose of giving you an approximate idea of the services and/or goods described in them. They shall not form part of the Contract or have any contractual force.
1.5 These terms apply to the Contract to the exclusion of any other terms that you seek to impose or incorporate, or which are implied by trade, custom, practice or course of dealing.
2. The price
2.1 Any quotation that we give to you shall not constitute an offer, and is only valid for a period of 30 business days from its date of issue. Quotations are based on current costs of production and unless otherwise agreed are subject to amendment at any time prior to the Contract coming into existence to meet any reasonable rise or fall in such costs.
3.1 Certain goods and services may attract Value Added Tax at 20%. This will be added to the price quoted to you in line with the current policy of HM Revenue & Customs.
4.1 All work carried out at your request shall be charged for accordingly. A charge may be made to cover any additional work involved where artwork files are deemed unsuitable. Subject to clause 7.3, no charges will be made nor any work will be carried out without your consent.
5.1 Digital or hard copy proofs may be submitted for your approval. We shall not incur any liability for any errors after you have approved the proof.
6. Your obligations
6.1 You shall:
6.1.1 ensure that the terms of the order and any specification are complete and accurate;
6.1.2 co-operate with us in all matters relating to our provision of the goods and/or the services;
6.1.3 provide us with such information and materials as we may reasonably require to supply the goods and/or services, and ensure that such information is accurate in all material respects.
6.2 If our performance of any of our obligations in respect of the goods and/or services is prevented or delayed by any act or omission by you or your failure to perform any relevant obligation (“Your Default“):
6.2.1 we shall without limiting our other rights or remedies have the right to suspend delivery of the goods and/or performance of the services until you remedy Your Default, and to rely on Your Default to relieve us from the performance of any of our obligations to the extent that Your Default prevents or delays us from performing any of our obligations;
6.2.2 we shall not be liable for any costs or losses sustained or incurred by you arising directly or indirectly from our failure or delay to perform any of our obligations as set out in this clause 6.2; and
6.2.3 you shall reimburse us on written demand for any costs or losses sustained or incurred by us arising directly or indirectly from Your Default.
7.1 Delivery charges are included for all jobs within a 10 mile radius of our offices at Unit 1 Melbourne Court, Pride Park, Derby DE24 8LZ. Alternatively, you are welcome to collect your order upon completion from our offices although we may advise you to collect your goods and/or services from another location.
7.2 Delivery of the goods shall be completed on the goods’ arrival at the location set out in the order or at such other location as each of us may agree at any time after we notify you that the goods are ready.
7.3 We reserve the right to rectify any mistakes or defects in the goods before delivery.
7.4 Any dates quoted for delivery of the goods are approximate only, and the time of delivery is not of the essence. We are not liable for any loss to you arising from delay in delivery of the goods that is caused by a Force Majeure Event or your failure to provide us with adequate delivery instructions or any other instructions that are relevant to the supply of the goods.
7.5 Subject to clause 7.4, if we fail to deliver the goods, our liability shall be limited to the reasonable costs and expenses incurred by you in obtaining replacement goods of a similar description and quality in the cheapest market available, less the price of the goods.
8. Our obligations
8.1 We warrant that on delivery, the goods shall:
8.1.1 conform in all material respects with their description and any applicable specification; and
8.1.2 be free from material defects in design, material and workmanship.
9.1 Unless a credit account has been setup and authorised by us prior to commencement of any work, all orders must be paid for in advance of delivery or collection by Bank Transfer, Cheque, Debit card or Credit card. In any case, cleared funds must be received before goods can be delivered.
9.2 If you already have an approved credit account with us, any queries regarding invoices must be made with 24 hours of receipt. We reserve the right to revoke approval of your credit account if you make a late payment 2 or more times consecutively. In the event that a credit account is revoked, we shall notify you by email with 7 days’ notice from when we deem necessary to cancel the credit account.
9.3 If you fail to make any payment due to us under the Contract by the due date for payment, then, without limiting our other rights or remedies, we may charge you interest on the overdue amount at the rate of 4% per annum above Royal Bank of Scotland’s base rate from time to time. Such interest shall accrue on a daily basis from the due date until actual payment of the overdue amount, whether before or after judgment. You shall pay the interest immediately on demand by us.
9.4 Notwithstanding clause 9.3 above, we may in the alternative claim interest at our discretion under the Late Payment of Commercial Debts (Interest) Act 1998.
10. Your right to cancel orders
10.1 Before the goods are delivered, you have the following rights to cancel an order for goods and/or services (other than custom-made goods), including where you choose to cancel because we are affected by a Force Majeure Event or we change these terms under clause 24.2 to your material disadvantage:
10.1.1 you may cancel any order for goods and/or services at any time before the earlier of your approving the artwork or proof or delivery of the goods by contacting us. We will confirm the cancellation in writing to you;
10.1.2 if you cancel an order under clause 10.1.1 and you have made any payment in advance for goods and/or services that have not been delivered to you, we will refund these amounts to you;
10.1.3 if you cancel an order, your liability to us shall be limited to payment to us of all costs reasonably incurred by us in fulfilling the order up until the date of deemed receipt of the cancellation;
10.1.4 unfortunately, if you cancel an order for goods and/or services under clause 10.1.1 and we have already despatched your goods to you, we will not be able to cancel your order until it is delivered or collected (as the case may be). In this case, if you return the goods to us, we will have to charge you the cost of collection or you will have to pay the cost of returning the goods back to us. This will not affect your refund for the goods, but any charge for collection will be deducted from the refund that is due to you.
10.2 In the case of custom-made goods, since they are made to your requirements, you will not be able to cancel your order once made (but this will not affect your legal rights in relation to custom-made goods that are faulty or not as described).
11. Returns and refunds
11.1 If you change your mind about any goods (except for custom-made goods), we shall issue a refund to you for those goods that are returned to us (at your own cost) in good condition.
11.2.1 you give notice in writing to us within 14 days of delivery of the goods that some or all of the goods do not comply with the warranties set out in clause 8.1;
11.2.2 we are given a reasonable opportunity of examining such goods; and
11.2.3 you (if asked by us to do so) return such goods to our place of business at our cost,
we shall, at our option, repair or rectify any mistakes or defects, or replace the defective goods, or refund the price of the defective goods in full.
11.3 If you do not allow us reasonable opportunity to repair or rectify any defective goods pursuant to clause 11.2, we reserve the right to refund only those goods that remain in their original packaging or are, in our reasonable opinion, in re-saleable condition. You may then collect those goods for which we have not refunded the cost to you from our premises at your own cost.
11.4 We shall not be liable for goods’ failure to comply with the warranties set out in clause 8.1 in any of the following events:
11.4.1 you make any further use of such goods after giving notice in accordance with clause 11.2;
11.4.2 the defect arises because you failed to follow our instructions as to the storage and use of the goods or (if there are none) good trade practice regarding the same;
11.4.3 the defect arises as a result of our following any drawing, design or specification supplied by you;
11.4.4 you alter or repair such goods without our written consent; or
11.4.5 the defect arises as a result of fair wear and tear, wilful damage, negligence, or abnormal storage or working conditions.
11.5 Except as provided in this clause 11, we shall have no liability to you in respect of the goods’ failure to comply with the warranty set out in clause 8.1.
11.6 The terms implied by sections 13 to 15 of the Sale of Goods Act 1979 are, to the fullest extent permitted by law, excluded from the Contract.
11.7 These terms shall apply to any repaired or replacement goods supplied by us.
12. Our rights to cancel and applicable refund
12.1 If we have to cancel an order for goods and/or services (including custom-made goods) before the goods are delivered:
12.1.1 due to a Force Majeure Event or the unavailability of materials, we will promptly contact you if this happens; and
12.1.2 under clause 12.1.1 and you have made any payment in advance for goods and/or services that have not been delivered to you, we will refund these amounts to you.
13. Limitation to liability: Your attention is drawn in particular to this clause
13.1 Nothing in these terms shall limit or exclude our liability for:
13.1.1 death or personal injury caused by our negligence, or the negligence of our employees, agents or subcontractors;
13.1.2 fraud or fraudulent misrepresentation; or
13.1.3 defective products under the Consumer Protection Act 1987.
13.2 Subject to clause 13.1:
13.2.1 we shall under no circumstances whatever be liable to you, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, for any loss of profit, or any indirect or consequential loss arising under or in connection with the Contract; and
13.2.2 our total liability to you in respect of all other losses arising under or in connection with the Contract, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall in no circumstances exceed the price of the goods.
13.3 Except as set out in these terms, all warranties, conditions and other terms implied by statute or common law are, to the fullest extent permitted by law, excluded from the Contract.
13.4 This clause 13 shall survive termination of the Contract.
14.1 Standing material owned by Essential Print Services (Derby) Ltd and used by us in the production (e.g. plates, film etc, or as electronic files created to complete the job) shall remain our exclusive property. Such items when supplied by you shall remain your property. Unless otherwise advised by you, we will (as a service to you) retain all such materials (electronic or otherwise) associated with the job for a reasonable length of time for which there is usually no charge. Print-ready files remain our property unless otherwise agreed at the time of the quotation and prior to the commencement of any work. If you wish to obtain copies of native print-ready files, you can do so by written request and you will be charged accordingly (approx £50.00+VAT).
15. Title and Risk
15.1 The risk in the goods shall pass to you on completion of delivery.
15.2 Title to the goods shall not pass to you until we have received payment in full (in cash or cleared funds) for:
15.2.1 the goods and/or services; and
15.2.2 any other goods and/or services that we have supplied to you in respect of which payment has become due.
15.3 Until title to the goods has passed to you, you shall:
15.3.1 store the goods separately from all other goods held by you so that they remain readily identifiable as our property;
15.3.2 not remove, deface or obscure any identifying mark or packaging on or relating to the goods;
15.3.3 maintain the goods in satisfactory condition and keep them insured against all risks for their full price on our behalf from the date of delivery;
15.3.4 notify us immediately if you become subject to any of the events listed in clause 20.1.2 to clause 20.1.9; and
15.3.5 give us such information relating to the goods as we may require from time to time.
15.4 If before title to the goods passes to you, you become subject to any of the events listed in clause 20.1.2 to clause 20.1.9, or we reasonably believe that any such event is about to happen, or if payment in respect of an invoice is late or fails to be paid at all and we notify you accordingly, then, without limiting any other right or remedy that we may have, we may at any time require you to deliver up the goods and, if you fail to do so promptly, enter any of your premises or of any third party where the goods are stored in order to recover them.
16. Materials specified by you
16.1 Where materials are specified, we will take every care to secure the best results, but we will not be responsible for imperfect work caused by defects in or unsuitability of materials so supplied or specified. Whilst we take great care to achieve consistency with your print work, we cannot guarantee accurate colour matching or representation.
17. Illegal Matter
17.1 To the extent that the goods are to be manufactured in accordance with a specification supplied by you, you shall indemnify us against all liabilities, costs, expenses, damages and losses (including any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal and other professional costs and expenses) suffered or incurred by us in connection with any claim made against us for actual or alleged infringement of a third party’s intellectual property rights arising out of or in connection with our use of the specification. This clause 17.1 shall survive termination of the Contract.
18. Force Majeure Event
18.1 We shall be under no liability if we are unable to carry out any provision of the Contract for any reason beyond our control including (without limiting the foregoing) act of God, legislation, war, fire, flood, drought, failure of power supply, lock-out, strike or other action taken by employees in contemplation or furtherance of a dispute or owing to any inability to procure materials required for the performance of the Contract (a “Force Majeure Event“). During the continuance of such a contingency you may by providing us with written notice of 15 working days’ written notice to us elect to terminate the Contract and pay for work done and materials used, but subject thereto shall otherwise accept delivery when available.
19.1 All notices given by you to us must be given to us at firstname.lastname@example.org. We may give notice to you at either the email or postal address that you provided to us when placing an order. Notice will be deemed received and properly served 24 hours after an email is sent, or three days after the date of posting of any letter. In proving the service of any notice, it will be sufficient to prove, in the case of a letter, that such letter was properly addressed, stamped and placed in the post and, in the case of an email, that such email was sent to the specified email address of the addressee.
20. Termination of Contract
20.1 Without limiting its other rights or remedies, either of us may terminate the Contract, or in our case, suspend supply of the goods and/or services, with immediate effect by giving written notice to the other if:
20.1.1 the other party commits a material breach of its obligations under this Contract and (if such breach is remediable) fails to remedy that breach within 7 days after receipt of notice in writing of the breach;
20.1.2 you fail to may any amount due under this Contract on the due date for payment;
20.1.3 the other party suspends, or threatens to suspend, payment of its debts or is unable to pay its debts as they fall due or admits inability to pay its debts or (being a company) is deemed unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986 or (being an individual) is deemed either unable to pay its debts or as having no reasonable prospect of so doing, in either case, within the meaning of section 268 of the Insolvency Act 1986 or (being a partnership) has any partner to whom any of the foregoing apply;
20.1.4 the other party commences negotiations with all or any class of its creditors with a view to rescheduling any of its debts, or makes a proposal for or enters into any compromise or arrangement with its creditors other than (where a company) for the sole purpose of a scheme for a solvent amalgamation of that other party with one or more other companies or the solvent reconstruction of that other party;
20.1.5 a petition is filed, a notice is given, a resolution is passed, or an order is made, for or in connection with the winding up of the other party (being a company) other than for the sole purpose of a scheme for a solvent amalgamation of the other party with one or more other companies or the solvent reconstruction of that other party;
20.1.6 the other party (being an individual) is the subject of a bankruptcy petition or order;
20.1.7 a creditor or encumbrancer of the other party attaches or takes possession of, or a distress, execution, sequestration or other such process is levied or enforced on or sued against, the whole or any part of its assets and such attachment or process is not discharged within 14 days;
20.1.8 an application is made to court, or an order is made, for the appointment of an administrator or if a notice of intention to appoint an administrator is given or if an administrator is appointed over the other party (being a company);
20.1.9 a floating charge holder over the assets of the other party (being a company) has become entitled to appoint or has appointed an administrative receiver;
20.1.10 a person becomes entitled to appoint a receiver over the assets of the other party or a receiver is appointed over the assets of the other party;
20.1.11 any event occurs, or proceeding is taken, with respect to the other party in any jurisdiction to which it is subject that has an effect equivalent or similar to any of the events mentioned in clause 20.1.2 to clause 20.1.9 (inclusive);
20.1.12 the other party suspends, threatens to suspend, ceases or threatens to cease to carry on, all or substantially the whole of its business; or
20.1.13 the other party (being an individual) dies or, by reason of illness or incapacity (whether mental or physical), is incapable of managing his own affairs or becomes a patient under any mental health legislation.
20.2 Without limiting our other rights or remedies, we may terminate the Contract:
20.2.1 by giving you 1 months’ written notice;
20.2.2 with immediate effect by giving written notice to you if you fail to pay any amount due under this Contract on the due date for payment.
21. Consequences of termination
21.1 On termination of the Contract for any reason:
21.1.1 you shall immediately pay to us all of our outstanding unpaid invoices and interest and, in respect of goods and/or services supplied but for which no invoice has yet been submitted, we shall submit an invoice, which shall be payable by you immediately on receipt;
21.1.2 you shall return all of our goods which have not been fully paid for. If you fail to do so, then we may enter your premises and take possession of them. Until they have been returned, you shall be solely responsible for their safe keeping and will not use them for any purpose not connected with this Contract;
21.1.3 the accrued rights and remedies of each of us as at termination shall not be affected, including the right to claim damages in respect of any breach of the Contract which existed at or before the date of termination or expiry; and
21.1.4 clauses which expressly or by implication have effect after termination shall continue in full force and effect.
22. Assignment and Sub-Contracting
22.1 We may at any time assign, transfer, charge, subcontract or deal in any other manner with all or any of its rights under the Contract and may subcontract or delegate in any manner any or all of our obligations under the Contract to any third party.
22.2 You shall not, without our prior written consent, assign, transfer, charge, subcontract or deal in any other manner with all or any of your rights or obligations under the Contract.
23.1 A waiver of any right under the Contract is only effective if it is in writing and shall not be deemed to be a waiver of any subsequent breach or default. No failure or delay by a party in exercising any right or remedy under the Contract or by law shall constitute a waiver of that or any other right or remedy, nor preclude or restrict its further exercise. No single or partial exercise of such right or remedy shall preclude or restrict the further exercise of that or any other right or remedy.
23.2 Unless specifically provided otherwise, rights arising under the Contract are cumulative and to not exclude rights provided by law.
24.1 If any court or competent authority finds that any provision of the Contract (or part of any provision) is invalid, illegal or unenforceable, that provision or part-provision shall, to the extent required, be deemed to be deleted, and the validity and enforceability of the other provisions of the Contract shall not be affected.
24.2 If any invalid, unenforceable or illegal provision of the Contract would be valid, enforceable and legal if some part of it were deleted, the provision shall apply with the minimum modification necessary to make it legal, valid and enforceable.
24.3 These terms and all other express terms of the Contract shall be governed and construed in accordance with the laws of England.
24.4 These terms are not exhaustive and we may, from time to time, update these terms. It is your responsibility to ensure that you remain up to date with our terms.
24.5 Should you require an amendment to the agreed terms, this amendment must be requested in writing by you to us. Any amendment or extended credit account terms must be approved in writing and signed by one of our authorised representatives before any work is carried. Changes to terms cannot be made if work has already commenced.
Essential Print Services (Derby) Limited
Unit 1 Melbourne Business Court, Pride Park, Derby DE24 8LZ
Company Registered in England & Wales No. 7588553
VAT No. 112 5223 67
Registered Office address: Unit 6 Heritage Business Centre, Derby Road, Belper, Derbyshire DE56 1SW