Letterbox Distribution (Greatbatch Limited t/a) – Trading Terms
In these conditions:
“the Company” means Letterbox Distribution (Greatbatch Limited t/a), whose principal place of business is at Unit 65, Lancaster Industrial Estate, Lancaster Road, Barnet, Herts EN4 8AS;
“the Customer” means the person, firm or company to whom this acknowledgement of order is addressed;
“the Services” means the delivery and/or print
services the subject of this order;
“the Goods” means the material that the Company has contracted to deliver on behalf of the Customer; and
“the Area” means the geographical area described on the order form to which the Goods are to be delivered by the Company.
2. Formation of the Contract
These conditions shall form the basis of the contract between the Company and the Customer. Notwithstanding anything to the contrary in the Customer’s standard conditions of purchase, these conditions shall apply except so far as expressly agreed in writing by a director of the Company.
No servant or agent of the Company has power to vary these conditions orally, or to make representations or promises about the Services.
Unless otherwise expressly stated in writing, all quotations and estimates by the Company are invitations to treat. The Customer’s order is an offer, which offer will be accepted by the Company delivering its acknowledgement of the order.
The acceptance by the Customer of all or any of the Services shall constitute acceptance by the Customer of these conditions.
The Company will provide the Services at the request of any representative of the Customer, unless otherwise instructed in writing by the Customer.
The construction, validity and performance of these conditions and this order shall be governed by English Law.
These general conditions shall be subject to such further special conditions as may be prescribed in writing by the Company on the order form.
In the event of any conflict, or apparent conflict, between the special conditions and these general conditions, the special conditions shall prevail.
These conditions supersede all previous trading terms issued by the Company.
All notices to be served under these conditions shall be served by first class pre-paid post, e-mail or facsimile message at the registered office or principal trading address of the intended recipient. Notices shall be deemed served when they would ordinarily have been received in normal business hours according to the means of transmission of such notices.
The Customer may only cancel or postpone this order if written notice to that effect is received by the Company not less than 7 days prior to the agreed date of distribution. Any other cancellation prior to the delivery of the Goods will give rise to a cancellation fee of 15% of the contract price, representing an agreed estimate of the Company’s loss of profit on the order and any cancellation after the commencement of the delivery of the Goods will give rise to a payment of the contract price in full.
4. Price & Payment
Quoted prices are exclusive of VAT, which will be added to all invoices at the rate applying at the appropriate tax point. The Company shall be entitled to adjust the price of the Services as at the time of delivery of the Goods by such amounts as may be necessary to cover any direct or indirect price increase(s) sustained by the Company after the date of the quotation or order in relation to the delivery of the Goods.
Unless credit terms have been expressly agreed, all accounts are due for payment in cleared funds prior to the date upon which the Goods are delivered by the Company.
The Company reserves the right to charge interest at 8% per annum above the base rate from time to time in force of Barclays Bank Plc on all overdue accounts, together with compensation for the costs suffered by the Company arising from late payment, in accordance with its rights under the Late Payment of Commercial Debts (Interest) Act 1998.
The Customer shall not be entitled to withhold payment of any amount payable under this order by reason of any dispute or claim by the Customer.
The Customer shall not be entitled to set off against any amount payable under this order any amount due by the Company to the Customer under any other agreement.
In the case of partial delivery of the Services, for reasons outside the control of the Company and not addressed in sub-clause 3.1 above, the Customer shall remain liable to pay the full invoice price in respect of such Goods as have been delivered by the Company.
The Company reserves the right at any time at its discretion to demand security for payments before continuing with the Services, notwithstanding any subsisting agreement to provide credit to the Customer.
Without prejudice to any other rights of the Company, if the Customer shall fail to make punctual payments of any sum under any contract between the Company and the Customer or if the Company has bona fide doubts as to the accuracy of warranty set out at sub-clause 5.1 below, the Company may, at its option, either withhold delivery of the Services until the total indebtedness of the Customer to the Company has been discharged, or cancel this order.
All legal costs and expenses reasonably incurred by the Company in seeking to collect overdue invoices from the Customer or otherwise to enforce its rights under this contract will be recoverable from the Customer on an indemnity basis.
& Supply of
The Customer warrants that the Goods do not contain anything that is dangerous, defamatory, obscene, constitutes an infringement of copyright or is otherwise illegal.
The Company will not knowingly distribute any material that infringes the British Code of Advertising, Sales Promotion and Direct Marketing (the CAP Code).
The Customer agrees to indemnify the Company in respect of all costs, damages or other liabilities incurred by the Company, including legal costs on an indemnity basis as a result of any breach of warranty by the Customer or arising from legal proceedings (actual or threatened) against the Company in connection with the Services.
The Customer shall deliver the Goods to the Company’s Goods delivery address specified on the order form on or before the “Goods in” delivery date specified on the order form on or before 3.30pm on any working day.
The Company will not check the quantity of the Goods supplied for distribution. If the quantity of the Goods supplied is less than the quantity specified on the order form, the Company will invoice for the delivery out of the quantity specified on the order form. If the quantity of the Goods supplied is greater than the quantity specified on the order form, the Company will invoice for the delivery out of the quantity of the Goods supplied.
The Customer must deliver in the Goods packaged in cardboard cartons or shrink-wrapped, in quantities as specified on the order form. The Company reserves the right to levy additional charges or to refuse to deliver material packed otherwise than as specified above and on the order form.
6.Quality of the Services
Distribution dates are given in good faith but are not guaranteed and no liability will be accepted for any loss whatsoever suffered or caused through late delivery or non-delivery of Goods and time of delivery shall not be of the essence.
No guarantee can be given that deliveries will be made to every targeted letterbox in the Area. The Company seeks to deliver to not less than 95% of the targeted letterboxes in the Area, but circumstances may render this target unachievable.
The Company reserves the right to make delivery by instalments and tender a separate invoice in respect of each batch of Goods distributed.
The Company reserves the right to levy additional charges for delivery by instalments, where requested by the Customer.
If the Customer fails to collect from the Company any surplus Goods within 7 days of being requested to do so by the Company, the Company shall have the right to destroy or otherwise dispose of such surplus Goods and to invoice the Customer for the reasonable costs of doing so. Alternatively, the Company shall be entitled to store and insure the Goods and to charge the Customer the reasonable costs of doing so.
Any estimate given by the Company of the quantity of Goods required to cover the Area is given in good faith, but no warranty is given that the estimate is accurate.
The Company reserves the right not to distribute Goods to any letterbox that is considered undesirable or unsafe.
7.The Company’s Liability
If the Customer wishes to claim that there is any shortage or other defect in the delivery of any Goods or that any of the Goods were delivered damaged, the Customer shall give notice in writing to the Company within 7 days after the distribution date, or within 7 days of non-delivery if the Goods are not delivered on the anticipated distribution date, failing which the Goods shall be deemed to have been delivered undamaged and in accordance with the order.
Dependent upon the results of the investigation undertaken by the Company, the Customer’s remedy will comprise a reimbursement (or credit, as the case may be) of the relevant proportion of the contract price (excluding the cost of printing) equal to the proportion of the contract not completed correctly.
The Company shall not be liable for any consequential or indirect loss suffered by the Customer or any third party in relation to this order and the Customer shall indemnify the Company in respect of any claim of any person in respect of such consequential or indirect loss.
The Company does not levy a charge for the delivery to the Customer of maps and reports. As such, the Company does not warrant the accuracy of such items and can accept no liability to the extent that such items prove to be inaccurate.
Save as set out in sub-clause 7.2, all warranties or other terms implied by statute or otherwise shall not apply to this order, including but not limited to those implied by the Supply of Goods and Services Act 1982 and the Consumer Protection Act 1987.
This clause 7 constitutes the entire liability of the Company under this order, which, in any event, shall not exceed the contract price of this order, save in respect of the Company’s liability for death or personal injury resulting from negligence.
8. Force Majeure,
Third Party Rights & Risk
The Company shall not be liable for any failure to deliver or delay in delivery of the Goods arising from circumstances outside its control, including but not limited to lock-outs, fire, accidents, defective materials, delays in receipt of raw materials or bought-in goods or components.
No person who is not a party to this order shall have the right, under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of these conditions.
Risk in the Goods shall remain with the Customer when the Goods are delivered to the Company.