| Terms and Conditions |  |
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Terms and Conditions of Trading 1.. Introduction 2.. Quotations 3.. Order, supply and delivery of materials 5.. Force Majeure 6.. Data Protection 7.. Intellectual property 8.. Charges and payment 9.. Codes of practice and indemnities 10. Provision of computer data 11. Liability 12. Termination and cancellation 13. Agency, partnership and joint ventures 14. Enforceability 15. Severability 16. Entire agreement 17. Jurisdiction 1 Introduction These terms and conditions shall apply to any contract between Cambertown Ltd and the Client (which shall mean the person, firm or company placing any order which is accepted by Cambertown Ltd for the supply of goods (including any instalment or part of them) and services (including any part of them) which Cambertown is to supply or deliver. These terms and conditions supersede any of Cambertown’s previous terms and conditions and any practice or course of dealing previously applying between Cambertown and the Client. Unless otherwise expressly agreed in writing, Cambertown's terms and Conditions of Trading shall override all others and govern any contract between Cambertown and the Client. 2 Quotations A quotation is based on information available to Cambertown at the date of the quotation and is subject to sight of materials, their suitability and any artwork to be supplied to Cambertown by the Client. Quotations are valid for a period of 30 days and are for the whole of the goods or services to which the quotation relates. Cambertown may extend the period for consideration of its quotation at its discretion and may refuse to accept any order for goods and services, which constitute only a part of the quotation unless the initial specification requested separate quotations for separate elements of the order. All orders, and subsequent amendments to orders must be in writing. If given verbally they must be immediately confirmed in writing by the client. No contract shall exist between Cambertown and the Client where Cambertown rejects the order. All prices quoted exclude postage and VAT where applicable. By accepting a quotation in writing, the Client also signifies their acceptance of these terms and conditions, provided that no other agreement has been made beforehand regarding the terms and conditions, which govern the order. 3 Order, supply and delivery of materials 3.1 Supply of materials Where a 100% mailing is required sufficient materials should be delivered to enable any spoilage to be remedied. Clients should also ensure that materials are supplied in accordance with required technical standards. Cambertown will provide guidance to their client about their specific kit and equipment. 3.1.1 The Client shall be responsible for ensuring that the materials supplied by it or on its behalf: (a) conform to specifications in the quotation and Royal Mail requirements; (b) are supplied punctually; (c) are accompanied by a delivery advice note stating the quantity and description of the materials supplied; (d) are delivered either on pallets, boxed, or packed and supplied in such a way as to withstand normal storage and handling; (e) are sufficient to enable Cambertown to deliver the correct quantity of any printing or reproductive work ordered allowing for normal wastage and spoilage. (f) each box is clearly labelled with quantity and description 3.1.2 Cambertown shall use its reasonable endeavours to provide the Client with a reasonable estimate of the quantity of printing or reproductive work required. However, any estimates, regarding timings, scheduling, or costings, whether verbal or in writing are estimates only and are not legally binding and do not constitute a binding agreement on Cambertown Ltd 3.1.3. Variations: when items or data supplied to Cambertown differ from the specification on which we quoted, it is our normal practice to stop the job and to seek further instructions. However, under certain circumstances (eg where data quantities or print quantities differ by less than 10%, or would only take a minimal amount of work to rectify) we can, if the client prefers, simply rectify matters and make an appropriate additional pro-rata charge. One of the main causes of differences is overseas addresses or multiple copy addresses, and it will help to speed the Client's job through if overseas addresses or addresses which are to receive more than one copy of items are be identified separately to Cambertown when we are given the data. 3.2 Checking materials Cambertown shall count the number of pallets or boxes containing materials supplied by or on behalf of the Client against any delivery note and shall immediately report any discrepancy to the Client. Cambertown shall not however be responsible for any loss arising from any errors or omissions in the goods supplied. Cambertown shall not be required to check or individually count the contents of pallets supplied by or on behalf of the Client, unless the client specifically requests this as part of the order, in which case, Cambertown may at its discretion quote and levy a charge for the time taken to count and check each individual item. 3.3 Insurance of materials All materials supplied by or on behalf of the Client are at the Client’s risk whilst on Cambertown’s premises or in transit and the Client is responsible for arranging adequate insurance cover for those materials unless arrangements have been made to the contrary. Should the client require Cambertown to arrange insurance cover Cambertown may, at its discretion, quote, and levy a charge for providing this insurance. 3.4 Storage of materials Any of the Client’s materials which remain in the Cambertown ’s possession after 30 days from the completion of any order will be subject to storage charges. Cambertown 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. 3.5 Physical delivery of materials The cost of collection and delivery of the Client’s goods or materials is not included within the quotation and where this is carried out by Cambertown or agents acting on Cambertown's behalf for the Client it will be charged for as an extra. 4 Delivery of orders The specified time for delivery, which shall not be of the essence, shall in any case be subject to receipt by Cambertown of all information and materials to enable it to proceed with the contract and to comply with any applicable governmental or other consent. 5 Force Majeure Cambertown shall be under no liability if it shall be unable to carry out any of the provisions of the contract for any reason beyond its control including (without limiting the foregoing) Act of God; legislation; civil emergency; war; fire; flood; drought; failure of power supply; lock out; strikes or other action in contemplation of the furtherance of a dispute. During the continuance of a situation of ‘Force Majeure ’the Client may by written notice to Cambertown, terminate the contract and pay for work done and materials used, but subject to this shall otherwise accept delivery when available. 6 Data Protection 6.1 The processing of personal data Cambertown 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. Cambertown 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 to, unauthorised disclosure of or unauthorised access to any personal data. Cambertown 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 and shall require that they enter into binding obligations reflecting the provisions of this clause. By accepting this quotation the client confirms Cambertown’s status merely as a data processor (as defined by the Data Protection Act 1998) and the responsibilities of the data controller as defined by the act remain with the client. 6.2 Auditing of security measures Cambertown shall, when requested to do so by the Client, submit its data processing facilities, ISO9002 procedures and relevant documentation to auditing by the Client and shall comply with all reasonable requests from the Client to enable it to comply with any and all of its obligations under the Act. Upon the completion or termination of the contract the Client shall provide instructions for the return or destruction of personal data. Any data on which no instruction has been received from the client, and which is still in Cambertown's possession 30 days after the end of a contract shall be deleted from Cambertown's system unless the client has confirmed in writing that they require it to be backed up and or stored for future use, in which case Cambertown reserves the write to quote, and charge, for the storage thereof. 7 Intellectual property The intellectual property rights in any specific work created by or for Cambertown over and above the original data in relation to this contract shall vest in Cambertown unless it is agreed in writing that such intellectual property rights shall pass to the Client. The intellectual property on any original data as supplied by the client remains with the client. 8 Charges and payment 8.1 Payments and charges Invoices will be paid on completion of the contract and in any event at not less than monthly intervals within 30 days of the invoice date unless otherwise agreed. All prices quoted are strictly net and are exclusive of VAT which should be payable by the Client. The Client shall also be charged for any preliminary work produced by Cambertown at the Client’s request whether experimentally or otherwise and any corrections made after the first proof and any other changes requested by the Client on or after the first proof, at Cambertown's discretion. For new clients Cambertown reserves the right to request an on account payment of a proportion of the total value of the contract in advance of work being carried out. 8.2 Payment for postage Where the mailing is to be undertaken through Cambertown’s own postal account, the cost of postage shall be paid into Cambertown's specified bank account not later than 48 hours before the mailing begins. If the cost of postage is not paid within the specified time limit Cambertown shall have the right to withhold the mailing, at its discretion. For administrative simplicity, Cambertown may, at its own discretion, pay postage costs on behalf of a client. However it is recognised by both parties, Cambertown and the client, that when Cambertown does this it is by way of a disbursement as set out in VAT Notice 700 para 83, and in these circumstances the client is ultimately responsible for the payment of this amount to the relevant postal authority. 8.3 Postal charge refunds Where the cost of postage is less than the amount paid into Cambertown's account Cambertown may at its discretion either a) offset the surplus against the cost of any work done on this job b) offset the surplus against any other balance on the Client's account c) provide a credit for the Client for the next mailing it puts through Cambertown ’s account. d) refund any sums remaining to the Client. 8.4 Interest on overdue bills Cambertown reserves the right to charge interest at the rate of 2% per month above the current base rate or part thereof on any overdue sums from the date on which payment was due (which shall mean 30 days after the date of any invoice) to the date on which payment is received. 9 Codes of practice and indemnities The Client shall: (a) provide Cambertown with a true copy of all advertising material or other material intended to be enclosed with any material prepared by Cambertown; (b) ensure that all information or materials 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; The Client shall indemnify Cambertown against all costs, claims, liabilities, penalties and expenses which Cambertown may incur by reason of its works being illegal, unlawful, infringing any copyright, trademark or other intellectual or other proprietary rights of any third party or is defamatory, obscene or the distribution of which may infringe postal or other regulations, or which is in breach of any trade description or other legislation. Cambertown 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. 10 Provision of computer data The Client shall ensure that any computer data supplied to Cambertown 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, Cambertown shall require the Client to supply clean unadulterated data, which does not contain any computer viruses. The Client shall ensure that all data supplied to Cambertown are completely unambiguous with regard to their format. A specification of the formats of the data supplied and instructions for interpretation must be provided by the Client in writing, together with a structure listing where appropriate. 11 Liability 11.1 Liability limit Cambertown’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 and of any representations, statement or tortious act or omission including negligence shall be limited to the contract price (excluding postage and telecommunications costs). 11.2 Consequential or indirect loss Cambertown 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 limitation under sub clause 11.1. 11.3 Liability for death or personal injury Notwithstanding the sub clauses 11.1 and 11.2 above, Cambertown’s liability to the Client for death or injury resulting from its own or that of its employees, agents or sub contractors negligence shall be unlimited. 12 Termination and cancellation 12.1 Termination in the event of breach of contract by either party or upon the bankruptcy, liquidation etc of the Client Subject to clause 12.2 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 this contract. The termination will take effect 14 days after receipt of written notice unless the defaulting party has remedied the default within this time. Cambertown shall be entitled to terminate this contract 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. In the event of termination by Cambertown under this clause, the Client shall immediately pay any outstanding sums due from it to Cambertown. Cambertown reserves the right not to release any or all of the Client's materials in their possession, until any breach under the above clause has been remedied to Cambertown's satisfaction. 12.2 Termination in other circumstances If either Cambertown 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 12.1) then: where the Client cancels the contract it will pay to Cambertown a reasonable sum for any work carried out by it prior to such cancellation together with a reasonable profit on the uncompleted portion of the contract; Termination of the contract by cancellation in 12.2 (a) & (b) above will take effect immediately upon receipt of written notice from the cancelling party to the other party. 13 Agency, partnership and joint ventures Nothing in this contract shall be construed as to constitute either Cambertown or the Client to be the agent of the other and it shall not operate so as to create a partnership or joint venture of any kind between them. 14 Enforceability No failure or delay by either Cambertown or the Client in exercising any of their rights under this contract 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. 15 Severability Notwithstanding that any provisions of this contract may prove to be illegal or unenforceable the remaining provisions shall continue in full force and effect. 16 Entire agreement These terms and conditions constitute the entire contract between Cambertown and the Client with respect to the matters dealt with herein. No variation to this contract shall be valid or effective unless made in writing and signed by both of them. 17 Jurisdiction This contract is subject to English law and Cambertown and the Client agree to submit to the jurisdiction of the English courts in respect of any dispute or difference arising under it. | |
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