TERMS OF BUSINESS

1. Definitions
1.1. Except where the context otherwise requires the
following terms shall have the following meanings:-
“Buyer” – means the person or entity who accepts a quotation of the Company for the supply of the Goods and/or Services;
“Company” – means Foundry Press Limited (registered number 2846162) whose registered office is at Unit A, Foundry Lane, Horsham, West Sussex RH13 5PX and includes any of its subsidiaries and associated companies;
“Conditions” – means the terms of sale set out in this document and any special terms and conditions agreed in writing by the Company;
“Goods” – means the articles which the Buyer agrees to buy from the Company;
“Services” – means the provision by the Company of printing services as set out in the Company’s quotation or tender document;
“Printed Material” – means the product of the Services.
1.2. Headings are for convenience only and shall not affect the construction of the Conditions.

2. Conditions applicable
Unless otherwise agreed in writing these Conditions shall override any conditions or terms stipulated, referred to, or incorporated by the Buyer in his order or negotiations with the Company.

3. Quotations
3.1. All quotations and tenders are made by the Company on the basis that the whole work quoted for will be ordered. The quotation is an estimate only, is based on information available to the Company at the date of the quotation and is subject to sight of materials and artwork to be supplied to the Company by the Buyer and with respect to any delay in performance, to any increase in costs between the date of quotation and the date of performance of the contract.
3.2. Quotations are valid for a period of 30 days. The Company may extend the period for consideration of its quotation at its discretion.
3.3. All orders must be in writing and no contract shall exist between the Company and the Buyer until the Buyer's order has been accepted by the Company.
3.4. The Company reserves the right to amend quotations where typographical, clerical or other errors have been made and when confirmed job orders do not match the specifications of the original quotation.

4. Price and Payment
4.1. In consideration of the Goods and/or Services provided by the Company, the Company shall be entitled to invoice the Buyer on or at any time after provision of the Goods and/or Services. The price is exclusive of any applicable value added tax, which the Buyer shall be additionally liable to pay the Company.
4.2. No order which has been accepted by the Company may be cancelled by the Buyer except with the Company’s prior written agreement and on terms that the Buyer shall indemnify the Company in full against all loss (including loss of profit), costs (including the cost of all labour and materials used), damages, charges and expenses incurred by the Company as a result of the cancellation.
4.3. The Buyer shall also be charged for any preliminary work produced by the Company at the Buyer's request whether experimentally or otherwise and any corrections made after the first proof and any other changes requested by the Buyer on or after the first proof.
4.4. Where mailing is to be undertaken as part of the Services by the Company the cost of postage shall be paid prior to the mailing being released. If the cost of postage is not paid within the specified time limit the Company shall have the right to withhold the mailing;
4.5. The Buyer shall pay the invoice within 30 days of the date of the Company’s invoice and time of payment of the invoice shall be of the essence.
4.6. If payment is not made on the due date, the Company may charge the Buyer 3% interest per month on all overdue sums, before and after judgement on a day to day basis, from the date such sum became due until the date of actual payment to the Company of the sum with interest.
4.7. The Buyer shall indemnify the Company against all costs and expenses (including any legal expenses on a full indemnity basis) incurred by the Company in recovering sums due from the Buyer.

5. Delivery of orders
The specified time for delivery (if any) shall be subject to receipt by the Company of all information and materials to enable it to proceed with the contract and any applicable governmental or other consents. Where any times or dates have been specified for delivery these are estimates only and time shall not be of the essence.

6. Buyer's Obligations
6.1. The Buyer shall:
6.1.1. ensure that all information or materials provided by it to the Company complies with all applicable statutory requirements and with the codes of practice of the appropriate supervisory bodies including but not limited to, the Advertising Association's Code of Practice on Data Protection; the British Codes of Advertising and Sales Promotion and the Code of Practice of the Direct Marketing Association;
6.1.2 check all copy and other work produced by the Company to ensure that it is correct and that no false trade description and nothing misleading (including by means of omission) is contained within it;
6.1.3 provide the Company with a true copy of all advertising material or other material intended to be enclosed with any material prepared;
and the Buyer shall indemnify the Company against all costs claims liabilities penalties and expenses which the Company 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.

7. Provision of computer data
7.1 The Buyer warrants that it is properly registered under the Data Protection Act 1998 for such obtaining, storage, use and transfer of personal data as may be required in the performance of the contract.
7.2 The Buyer shall ensure that any computerised data or text supplied to the Company is clean, unadulterated capable of being read and processed and does not contain any computer viruses.
7.3 In the event of the computer data supplied by the Buyer being corrupt or provided in the incorrect format the Company shall either at it’s discretion require the Buyer to supply clean unadulterated data which does not contain any computer viruses or decontaminate the data itself but at the Buyer's expense.
7.4 The Buyer shall be liable for any loss suffered or liability, including but not limited to consequential loss and loss of profit, incurred by the Company as a result of the supply of data in the incorrect format or corrupt or adulterated computer data and hereby agrees to fully indemnify the Company against the same.

8. Illegal Material
8.1 If in the reasonable opinion of the Company, the Company considers that any materials provided to the Company by or on behalf of the Buyer:
8.1.1 are defamatory;
8.1.2 contain, express or indicate illegal racist or otherwise discriminatory opinions;
8.1.3 contain any designs, images, graphics or photographs which are illegally racist or otherwise discriminatory;
8.1.4 are illegal or contain illegal content;
8.1.5 infringe or breach the intellectual property rights of a third party; or
8.1.6 are used outside the provisions of any licence that the Buyer or the Company may have to use those materials,
then the Company shall not be required to supply any Services in relation to such materials or any Printed Material based on them.
8.2 The right not provide any Services shall also apply where carrying them out would involve the creation, design, layout, production or reproduction of copy, designs, artwork or images (in any format) which fall into one of the categories set out in clauses 8.1.1 to 8.1.5.

9. Risk and Property
9.1 The risk in the Printed Material and the Goods shall pass to the Buyer on the date the Printed Material is delivered to the Buyer.
9.2 The property in the Printed Material and the Goods shall not pass to the Buyer until the Company has received the payment of all sums owing concerning the Printed Material in full (and any other sums that are due or owing to the Company), whether or not delivery has been made. For the purposes of this clause 9.2, 'received' means cleared funds in a bank account of the Company.

10. Confidentiality
10.1 The Company shall treat as confidential all marketing and other information (“Data") which is disclosed by the Buyer to it or otherwise obtained from the Buyer for the purposes of fulfilling the contract.
10.2 On the completion or termination of the contract by either party the Data shall either be returned to Buyer or dealt with in accordance with the Buyer’s written instruction .
10.3 This obligation of confidentiality shall not apply to any Data which is known to the Company prior to its receipt from the Buyer, or subsequently disclosed to the Company without any obligation of confidentiality, or which enters into the public domain independently of both the Company and the Buyer.

11. Liability
11.1 The Company warrants that it will use reasonable care and skill in performing the Services and to the standard generally accepted within the printing industry.
11.2 If the Company performs the Services (or any part of the Services) negligently or materially in breach of the quotation, then if requested by the Buyer, the Company will re-perform the relevant part of the Services. The Buyer's request must be made within 7 days of the date the Company completed performing the Services.
11.3 The Company provides no warranty that any result or objective can be or will be achieve or attained at all or by a given date for the completion of the performance of the Services or any other date, whether stated in this Agreement or the quotation or elsewhere.
11.4 Except in the case of death or personal injury caused by the Company's negligence, the liability of the Company under or in connection with this Agreement whether arising in contract, tort, negligence, breach of statutory duty or otherwise howsoever shall not exceed the fee paid by the Buyer to the Company under the order in question.
11.5 The Company shall have no liability to the Buyer for any indirect or consequential loss of the Buyer, arising out of or in connection with the provision of the Goods and/or Services. In the case of any direct loss resulting from the negligence of the Company in providing the Goods and/or Services the total liability of the Company shall not exceed the cost of the Goods and/or Services to the Buyer.
11.6 The Company shall not be liable for any errors, loss, damages or expenses where the Buyer has given final written approval to commence any production process in accordance with clause 6.1.2.
11.7 Except where Goods are sold to a person dealing as a consumer (within the meaning of the Unfair Contract Terms Act 1977), all warranties, conditions or other terms implied by statute or common law are excluded to the fullest extent permitted by law.

12. Insolvency of the Buyer
12.1 This clause applies if :-
12.1.1 the Buyer makes any voluntary arrangement with its creditors or (being an individual or firm) becomes bankrupt or (being a company) becomes subject to an administration order or goes into liquidation (otherwise than for the purposes of amalgamation or reconstruction); or
12.1.2 an encumbrancer takes possession, or a receiver is appointed, of any of the property or assets of the Buyer; or
12.1.3 the Buyer ceases, or threatens to cease, to carry on business; or
12.1.4 the Company reasonably apprehends that any of the events mentioned above is about to occur in relation to the Buyer and notifies the Buyer accordingly.
12.2 If this clause applies then, without prejudice to any other right or remedy available to the Company, the Company shall be entitled to cancel the contract or suspend it’s performance thereunder without any liability to the Buyer.

13. Termination
13.1 Without prejudice to the other remedies or rights the Company may have, the Company may terminate this Agreement, at any time, on written notice to the Buyer if the Buyer is in breach of its obligations under this Agreement (included but not limited to failing to pay any sum due as and when it falls due)
13.2 On termination of this Agreement (for whatever reason) the Buyer shall pay for all Services provided up to the date of termination, and for all expenditure falling due for payment after the date of termination from commitments reasonably and necessarily incurred by the Company for the performance of the Services prior to the date of termination.

14. Force Majeure
Neither party shall be liable for any delay in performing or failure to perform obligations if the delay or failure results from events or circumstances outside its control, including the use of a third party subcontractor. Such delay or failure shall not constitute a breach of contract and the time for performance shall be extended by up to 3 months. Where such delay or failure persists for more than 3 months either party may terminate the contract.

15. General
15.1 These Conditions constitute the entire agreement between the parties and supersedes all previous agreements and understandings relating to the subject matter hereof.
15.2 Notwithstanding that any provision of these Conditions may prove illegal or unenforceable the remaining provisions shall continue in full force and effect.
15.3 The Company and the Buyer are and shall remain independent contractors. Nothing contained in these Conditions or any associated document shall constitute, create or give effect to or otherwise imply a partnership, joint venture or other formal business entity.
15.4 No addition to or alteration of these Conditions shall have effect unless made in writing and signed by a duly authorised representative of the Buyer and by a director of the Company.
15.5 Any waiver by the Company of any breach of the terms of the Agreement by the Buyer shall be without prejudice to the rights of the Company and shall not be deemed a waiver of any prior, subsequent or continuing breach of that or any other provision by either party and any forbearance or delay by either party in exercising its rights shall not be construed as a waiver.
15.6 The Buyer agrees that the Company shall, upon request from the British Accreditation Bureau, administrators for Quality Standard for Mail Production (QMP), supply it with regular and systematic samples of mailings it handles to QMP’s monitoring programme. All such information will be treated as strictly confidential.

16. Law and Jurisdiction
The applicable law of this Agreement is English law. The Buyer and the Company submit to the jurisdiction of the English Courts.

17. Third Parties
For the purposes of the Contracts (Rights of Third Parties) Act 1999 this Agreement is not intended to, and does not, give any person who is not a party to it any right to enforce any of its provisions.