Standard Terms and Conditions

These terms and conditions will be used in all contracts for the supply of printed material and other related services by displayunlimited.co.uk Limited to any Customer.

Agreed Terms

• 1. Interpretation
  • 1.1 The definitions and rules of interpretation in this clause apply in these terms and conditions (Conditions).
    Contract: these Conditions [and the terms of any Preferential and Exclusive Print Agreement entered into by the Customer].
    Customer: the person, firm or company who purchases Services from the Supplier.
    Document: includes, in addition to any document in writing, any drawing, map, plan, diagram, design, picture or other image,
    tape, disk or other device or record embodying information in any form. In-put Material: all Documents, information and materials provided by the Customer relating to the Services including written material, pictures and other graphical representations, reports and specifications.
    Intellectual Property Rights: all patents, rights to inventions, utility models, copyright and related rights, trade marks, service marks, trade, business and domain names, rights in trade dress or get-up, rights in goodwill or to sue for passing off, unfair competition rights, rights in designs, rights in computer software, database right, topography rights, moral rights, rights in confidential information (including know-how and trade secrets) and any other intellectual property rights, in each case whether registered or unregistered and including all applications for and renewals or extensions of such rights, and all similar or equivalent rights or forms of protection in any part of the world.
    Services: the printing services to be provided by the Supplier under this Contract together with any other services which the Supplier provides or agrees to provide to the Customer.
    Supplier: displayunlimited.co.uk, Company Number 4622247, or Unit 7 Hockley Industrial Estate, Pitsford Street, Birmingham, B18 6PT.
    Supplier's Equipment: any equipment, including tools, systems, cabling or facilities, provided by the Supplier or its subcontractors and used directly or indirectly in the supply of the Services which are not the subject of a separate agreement between the parties under which title passes to the Customer.
    VAT: value added tax chargeable under English law for the time being and any similar additional tax.
  • 1.2 Condition, schedule and paragraph headings shall not affect the interpretation of these conditions.
  • 1.3 A person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality) and that person's legal and personal representatives, successors and permitted assigns.
  • 1.4 The schedules and background form part of the Contract and shall have effect as if set out in full in the body of these Conditions and any reference to the Contract includes the schedules and background.
  • 1.5 Words in the singular shall include the plural and vice versa.
  • 1.6 Words importing any gender shall include every gender.
  • 1.7 A reference to a statute or statutory provision is a reference to it as it is in force for the time being, taking account of any amendment, extension, or re-enactment and includes any subordinate legislation for the time being in force made under it.
  • 1.8 A reference to writingor writtenincludes faxes but not e-mail.
  • 1.9 Where the words include(s), includingor in particularare used in these terms and conditions, they are deemed to have the words without limitationfollowing them and where the context permits, the words otherand otherwiseare illustrative and shall not limit the sense of the words preceding them.<./li>
  • 1.10 Any obligation in the Contract on a person not to do something includes an obligation not to agree, allow, permit or acquiesce in that thing being done.
  • 1.11 References to conditions and schedules are to the conditions and schedules of the Contract.
• 2. Application of conditions
  • 2.1 These Conditions shall prevail over any inconsistent terms or conditions contained, or referred to, in the Customer's purchase order, confirmation of order, acceptance of a quotation or estimate or specification, or otherwise implied by law, trade custom, practice or course of dealing.
  • 2.2 The Customer's purchase order, or the Customer's acceptance of a quotation for Services by the Supplier, constitutes an offer by the Customer to purchase the Services specified in it on these Conditions. No offer placed by the Customer shall be accepted by the Supplier other than:
    • (a) by a written acknowledgement issued and executed by the Supplier;
    • (b) by the Customer signing a Preferential and Exclusive Print Agreement; or
    • (c) (if earlier) by the Supplier starting to provide the Services,
    when a contract for the supply and purchase of those Services on these Conditions will be established. The Customer's standard terms and conditions (if any) attached to, enclosed with or referred to in any purchase order or other Document shall not govern the Contract.
  • 2.3 Quotations and estimates are given by the Supplier on the basis that no Contract shall come into existence except in accordance with condition 2.2. Any quotation or estimate is valid for a period of 30 days from its date, provided that the Supplier has not previously withdrawn it. All quotations or estimates provided by the Supplier are intended only as a guide and are subject to change.
• 3. Commencement and duration
  • 3.1 The Services supplied under the Contract shall be provided by the Supplier to the Customer from the date of acceptance by the Supplier of the Customer's offer in accordance with condition 2.2.
  • 3.2 The Services supplied under the Contract shall continue to be supplied until the Services are completed, or if the Customer has agreed to a Preferential and Exclusive Print Agreement for a period of [12 months].
• 4. Supplier's obligations
  • 4.1 The Supplier shall use reasonable endeavours to manage and provide the Services, in accordance with the Customers requirements.
  • 4.2 The Supplier shall use reasonable endeavours to meet an agreed performance dates but any such dates shall be estimates only and time shall not be of the essence of the Contract.
  • 4.3 Courier services will only be provided at the request and cost of the Customer. The Supplier accepts no responsibility for the reliability of any such services.
• 5. Customer's obligations
  • 5.1 The Customer shall:
    • (a) co-operate with the Supplier in all matters relating to the Services;
    • (b) provide, in a timely manner, such In-put Material and other information as the Supplier may request and ensure that it is accurate in all material respects; and
    • (c) obtain and maintain all necessary licences and consents and comply with all relevant legislation in relation to the Services.
  • 5.2 If the Supplier's performance of its obligations under the Contract is prevented or delayed by any act or omission of the Customer, its agents, sub-contractors or employees, the Supplier shall not be liable for any costs, charges or losses sustained or incurred by the Customer arising directly or indirectly from such prevention or delay.
  • 5.3 The Customer shall be liable to pay to the Supplier, on demand, all reasonable costs, charges or losses sustained or incurred by the Supplier (including any direct, indirect or consequential losses, loss of profit and loss of reputation, loss or damage to property and those arising from injury to or death of any person and loss of opportunity to deploy resources elsewhere) arising directly or indirectly from the Customer's fraud, negligence, failure to perform or delay in the performance of any of its obligations under the Contract, subject to the Supplier confirming such costs, charges and losses to the Customer in writing.
• 6. Charges and payment
  • 6.1 The price of the Services are based on the Suppliers current costs of production. All estimates provided by the Supplier are intended only as a guide and may be subject to change.
  • 6.2 The Supplier shall invoice the Customer on the despatch of goods for its charges for time, expenses and materials (together with VAT where appropriate) for the goods or services concerned, calculated as provided in this condition.
  • 6.3 The Customer shall pay each invoice submitted to it by the Supplier, in full and in cleared funds, within 5 days of receipt unless otherwise agreed by both parties in writing before such invoice is submitted
  • 6.4 Without prejudice to any other right or remedy that it may have, if the Customer fails to pay the Supplier on the due date, the Supplier may:
    • (a) charge interest on such sum from the due date for payment at the annual rate of 4% above the base lending rate from time to time of [Barclays Bank plc.], accruing on a daily basis and being compounded quarterly until payment is made, whether before or after any judgment and the Supplier may claim interest under the Late Payment of Commercial Debts (Interest) Act 1998; and
    • (b) suspend all Services until payment has been made in full.
  • 6.5 Time for payment shall be of the essence of the Contract.
  • 6.6 All sums payable to the Supplier under the Contract shall become due immediately on its termination, despite any other provision. This condition 6.6 is without prejudice to any right to claim for interest under the law, or any such right under the Contract.
  • 6.7 The Supplier may, without prejudice to any other rights it may have, set off any liability of the Customer to the Supplier against any liability of the Supplier to the Customer.
• 7. Intellectual property rights
  • 7.1 The Customer accepts sole responsibility for obtaining appropriate consent to copying material and for any liability for the infringement of any Intellectual Property Rights relating to the reproduction of material under the Contract and, further, will indemnify and hold harmless the Supplier against any such claim of infringement of third party rights.
• 8. Limitation of liability - THE CUSTOMER'S ATTENTION IS PARTICULARLY DRAWN TO THE PROVISIONS OF THIS CONDITION
  • 8.1 This condition 8 sets out the entire financial liability of the Supplier (including any liability for the acts or omissions of its employees, agents and sub-contractors) to the Customer in respect of:
    • (a) any breach of the Contract;
    • (b) any use made by the Customer of the Services
    • (c) any representation, statement or tortuous act or omission (including negligence) arising under or in connection with the Contract.
  • 8.2 All warranties, conditions and other terms implied by statute or common law are, to the fullest extent permitted by law, excluded from the Contract.
  • 8.3 Nothing in these Conditions limits or excludes the liability of the Supplier:
    • (a) for death or personal injury resulting from negligence; or
    • (b) for any damage or liability incurred by the Customer as a result of fraud or fraudulent misrepresentation by the Supplier; or
    • (c) for any liability incurred by the Customer as a result of any breach by the Supplier of the condition as to title or the warranty as to quiet possession implied by section 2 of the Supply of Goods and Services Act 1982.
  • 8.4 Subject to condition 8.2 and condition 8.3
    • (a) the Supplier shall not be liable for:
      • (i) loss of profits; or
      • (ii) loss of business; or
      • (iii) depletion of goodwill and/or similar losses; or
      • (iv) loss of anticipated savings; or
      • (v) loss of goods; or
      • (vi) loss of contract; or
      • (vii) loss of use; or
      • (viii) loss of corruption of data or information; or
      • (ix) any special, indirect, consequential or pure economic loss, costs, damages, charges or expenses.
    • (b) the Supplier's total liability in contract, tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise arising in connection with the performance or contemplated performance of the Contract shall be limited to the price paid for the Services.
• 9. Data protection
  • The Customer acknowledges and agrees that details of the Customer's name, address and payment record may be submitted to a credit reference agency, and personal data will be processed by and on behalf of the Supplier in connection with the Services.
• 10. Termination
  • 10.1 Subject to condition 10.3, the Contract shall terminate automatically on completion of the Services, where these are not contracted on an ongoing or continuous basis.
  • 10.2 Without prejudice to any other rights or remedies which the parties may have, either party may terminate the Contract on giving the other not less than [three] months written notice or immediately on giving notice to the other if:
    • (a) the other party commits a material breach of any of the terms of the Contract and (if such a breach is remediable) fails to remedy that breach within 30 days of that party being notified in writing of the breach; or
    • (b) an order is made or a resolution is passed for the winding up of the other party, or circumstances arise which entitle a court of competent jurisdiction to make a winding-up order of the other party; or
    • (c) an order is made for the appointment of an administrator to manage the affairs, business and property of the other party, or documents are filed with a court of competent jurisdiction for the appointment of an administrator of the other party, or notice of intention to appoint an administrator is given by the other party or its directors or by a qualifying floating charge holder (as defined in paragraph 14 of Schedule B1 to the Insolvency Act 1986); or
    • (d) a receiver is appointed of any of the other party's assets or undertaking, or circumstances arise which entitle a court of competent jurisdiction or a creditor to appoint a receiver or manager of the other party, or if any other person takes possession of or sells the other party's assets; or
    • (e) the other party makes any arrangement or composition with its creditors, or makes an application to a court of competent jurisdiction for the protection of its creditors in any way; or
    • (f) the other party ceases, or threatens to cease, to trade; or
    • (g) there is a change of control of the other party (as defined in section 574 of the Capital Allowances Act 2001); or
    • (h) the other party takes or suffers any similar or analogous action in any jurisdiction in consequence of debt.
  • 10.3 On termination of the Contract for any reason:
    • (a) the Customer shall immediately pay to the Supplier all of the Supplier's outstanding unpaid invoices and interest and, in respect of Services supplied but for which no invoice has been submitted, the Supplier may submit an invoice, which shall be payable immediately on receipt;
    • (b) the accrued rights of the parties as at termination and the continuation of any provision expressly stated to survive or implicitly surviving termination, shall not be affected.
• 11. Force majeure
  • The Supplier shall have no liability to the Customer under the Contract if it is prevented from or delayed in performing its obligations under the Contract or from carrying on its business by acts, events, omissions or accidents beyond its reasonable control, including strikes, lock-outs or other industrial disputes (whether involving the workforce of the Supplier or any other party), failure of a utility service or transport network, act of God, war, riot, civil commotion, malicious damage, compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of plant or machinery, fire, flood, storm or default of suppliers or sub-contractors.
• 12. Variation
  • No variation of the Contract or these Conditions or of any of the documents referred to in them shall be valid unless it is in writing and signed by or on behalf of each of the parties.
• 13. Waiver
  • 13.1 A waiver of any right under the Contract is only effective if it is in writing and it applies only to the party to whom the waiver is addressed and the circumstances for which it is given.
  • 13.2 Unless specifically provided otherwise, rights arising under the Contract are cumulative and do not exclude rights provided by law.
• 14 Status of pre-contractual statements
  • 14.1 Each of the parties acknowledges and agrees that, in entering into the Contract it does not rely on any undertaking, promise, assurance, statement, representation, warranty or understanding (whether in writing or not) of any person (whether party to these terms and conditions or not) relating to the subject matter of the Contract, other than as expressly set out in the Contract.
• 15. Rights of third parties
  • The Contract is made for the benefit of the parties to it and (where applicable) their successors and permitted assigns and is not intended to benefit, or be enforceable by, anyone else.
• 16. Governing law and jurisdiction
  • 16.1 The Contract and any dispute or claim arising out of or in connection with it or its subject matter, shall be governed by, and construed in accordance with, the law of England and Wales.
  • 16.2 The parties irrevocably agree that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim that arises out of or in connection with the Contract or its subject matter.

Company No. 4622247