Terms & Conditions
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Polymail Ltd, 7 Holland Road, Kensal Green, London NW10 5AH (hereinafter
known as 'the 'Supplier')
The person, firm or company offering to purchase Good or
Service from the Supplier (hereinafter known as 'the 'Customer’)
A. The Supplier is engaged in the
business of providing Good, Material and Service in relation to office
equipment, stationery, mailing list, database management, printing, folding,
enclosing and mailing services.
Definitions and Interpretations
In this Agreement where the context admits:
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"Service"
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Means: the Good, Material or Service to be provided
by the Supplier to the Customer as set out in Schedule A.
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"Specification"
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Means: time, quantity, size, weight, texture, grain direction, colour,
thickness, coating and finish, style, layout, format, reference, code,
version, packaging, storage, delivery including any other description or
measurement which may be use from time to time to accurately define any
Material or Service.
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"Material"
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Means: office equipment, stationery, paper, envelope, label, brochure,
newsletter, catalogue, response card or any other printed matter,
printed list, data, database, information, facility including any other
item which may be used from time to time in order to provide the
Service.
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Words importing the singular number include the
plural and vice versa and words importing any gender include any other
gender.
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Provision of Good or Service
2.1 The Supplier shall provide the Service in accordance with
such written instructions as the Customer may reasonably issue.
2.2 The Supplier shall promptly advise the Customer of any changes in
the Material or Specification.
2.3 The Supplier may reject Material or Specification that appear to be
unsuitable.
2.4 The Supplier shall promptly advise the Customer of any Material
shortage or spoilage.
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Customer’s Obligations
3.1 The Customer shall provide the Supplier with such technical
advice in connection with the performance of the Service.
3.2 The Customer shall promptly make available and maintain all
necessary Material or Specification required for the provision of the
Service.
3.3 The Customer shall promptly advise the Supplier of any changes in
the Material or Specification.
3.4 The Customer shall carry out the modification to Material or
Specification as the Supplier may reasonably request.
3.5 The Customer shall supply sufficient quantity of Material to cover
the numbers to be processed and normal spoilage.
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Payment
4.1 All prices quoted to the customer are exclusive of VAT. All
payments shall be made within 7 days of the date of invoice.
4.3 Any postage costs shall be paid in advance of any mailing and
payment must be cleared prior to mailing.
4.4 Customer may not withhold payment of, or make any deduction from,
any invoice or other amount due to the Supplier by reason of any right
of set-off or counterclaim which the Customer may have or allege to have
for any reason whatsoever.
4.5 If the payment is not made on the due date, the Supplier shall be
entitled, without limiting any rights it may have, to charge interest on
the outstanding amount at the rate of 4% above the base rate of National
Westminster Bank Plc from the due date until the outstanding amount is
paid in full.
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Price Variation and Other Charges
5.1 Prices are based on the current costs of production and are
subject to sight of Material and Specification. Prices are subject to
amendment at any time to meet any rise or fall in such costs.
5.2 All Service carried out, whether experimentally or otherwise at the
Customer’s request, shall be chargeable.
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Supplier’s Liability
6.1 Where Service is defective for any reason, including the negligence
of the Supplier, liability shall be limited to the rectification by the
Supplier of the defective goods or service.
6.2 The Supplier shall have no liability arising out of or in connection
with this Agreement for any indirect, special or consequential loss
whatsoever of the Customer.
6.3 Proofs of all Service may be submitted for Customer’s approval and
the Supplier shall have no liability for any error not corrected by the
Customer in the proof so submitted.
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Illegal Matter
7.1 The Supplier shall not be required to print or process any Material
which in its opinion is or may be of an illegal or libellous nature or
an infringement of proprietary or other rights of any third party.
7.2 The Supplier shall be indemnified by the customer in respect of any
claims, costs and expenses arising out of any libellous matter or any
infringement of copyright, patent, and design or of any other
proprietary or personal rights contained in any Material.
7.3 It is the Supplier’s policy to uphold, in letter and spirit, the
British Code of Advertising Practice. Our acceptance of any work from
the Customer is based upon the understanding that the Customer
undertakes to work within the same guidelines.
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Customer’s property
8.1 Customer’s property shall while it is in the possession of the
Supplier or in transit to or from the Customer be deemed to be at the
Customer’s risk and the customer should insure it accordingly.
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Force Majeure
9.1 For the purposes of this Agreement "Force Majeure" means, in
relation to either party, any circumstances beyond the reasonable
control of that party (including, without limitation, any strike,
lock-out or other form of industrial action).
9.2 If any Force Majeure occurs in relation to either party which
affects or may affect the performance of any of its obligations under
this Agreement, it shall forthwith notify the other party as to the
nature and extent of the circumstances in question.
9.3 Neither party shall be deemed to be in breach of this Agreement, or
shall otherwise be liable to other, by reason of any delay in
performance, or the non-performance, of any of its obligations under, to
the extent that the delay or non-performance is due to any Force Majeure
of which it has notified the other party, and the time for performance
of that obligation shall be extended accordingly.
9.4 If the performance by either party of any of its obligations under
this Agreement is prevented or delayed by Force Majeure for a continuous
period in excess of 10 days, the parties shall enter into discussions
with a view to agreeing upon such alternative arrangements as may be
fair and reasonable, and where the parties are unable to reasonably
agree, the other party shall be entitled to terminate this Agreement
(except to the extent referred to in clause 9.5) by giving 30 days
written notice to the party so affected.
9.5 If the performance by the Supplier of any of its obligations under
this Agreement is prevented or delayed by the Post Office the Customer
shall not be entitled to terminate this Agreement.
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Nature of the Agreement
10.1 This Agreement contains the entire Agreement between the parties
with respect to its subject matter and may not be modified except by an
instrument in writing signed by the duly authorised representatives of
the parties.
10.2 No failure or delay by either party in exercising any of its rights
under this Agreement shall be deemed to be a waiver of that right, and
no waiver by either party of a breach of any provision of this Agreement
shall be deemed to be a waiver of any subsequent breach of the same or
any other provision.
10.3 If any provision of this Agreement is held by any court or other
competent authority to be invalid or unenforceable in whole or in part,
this Agreement shall continue to be valid as to its other provisions and
the remainder of the affected provision.
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Applicable Law and Jurisdiction
11.1 This Agreement shall be governed by, and constructed in accordance
with, English Law.
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