In these Terms and Conditions “Direct2Print” means Direct2Print Limited as the supplier of the goods and services and the “Customer” means the person or Company that purchases the goods and services.
These conditions shall apply and govern any contract between Direct2Print and the Customer to the exclusion of any other conditions contained in any order form, letter, acknowledgement or any other document emanating from the Customer.
Direct2Print Web-based Trading
Direct2print makes available information, materials and products on the web site,
subject to the following Terms and Conditions. By accessing any part of
this site, you will be deemed to have accepted these Terms and
Conditions in full. Direct2Print reserves the right to change these
Terms and Conditions from time to time at its sole discretion. A
contract is only accepted and entered into after Direct2Print have
confirmed the order and payment by the Customer has been accepted and
confirmed.
Any questions or comments concerning these conditions of use should be directed to Direct2Print on 0800 0346 007.
Under the Consumer Protection (Distance Selling) Regulations 2000 the
Customer has a statutory right to cancel the order before this point
without any cost. Any cancellation after the confirmation has been made
must be by fax or email. The Customer would then be entitled to a credit
less any direct costs incurred by Direct2Print up to the point of
cancellation.
Direct2Print reserves the right to refuse to undertake any particular order or supply any individual or company.
Quotations
All prices, quotations and
estimates can be adjusted by Direct2Print without any further notice.
Customised estimates or quotations need to be confirmed in writing and
assigned a designated reference number. All numbered estimates are valid
for a period of 14 days from the date of issue.
All orders, estimates and verbal quotations shall not be binding unless confirmed by Transaction Phone Call, Fax or E-mail from Direct2Print after the Customer has supplied the files through the Internet delivery system and completed the appropriate Order Processing.
Direct2Print may cancel an order at any time prior to delivery upon notice to the Customer whereupon a refund of any monies paid for the relevant goods and/or services will be made at the earliest possible opportunity.
Delivery and Price Variations
Any time specified by Direct2Print is approximate only and is not
legally binding unless the arrangement has been specifically agreed in
writing by both parties and the relevant price premium has been added to
the total cost. If there is any delay in the delivery schedule when
such an arrangement has been made, due to factors beyond the reasonable
control of Direct2Print, the Customer needs to be notified and given the
opportunity to cancel the order and seek a full and unconditional
refund. The refund shall include the relevant price premium.
Direct2Print shall have no liability for any loss (including loss of profit) costs, damages, charges or expenses caused directly or indirectly by the delay in the delivery. Under no circumstances will Direct2Print be liable for any business related loss (which includes without limitation, any loss of contracts, loss of profits, loss of revenue or loss of anticipated savings in expenditure) as a result of either a breach of these terms by Direct2Print or any of their approved agents. The limit of liability is the price of the job as agreed at the point of acceptance. If delivery cannot be executed there may be an additional delivery cost added to the overall charges or the consignment may be returned awaiting further instructions from the Customer.
Warranty
Any services shall be performed by appropriately qualified and trained
personnel with reasonable care and diligence. Any goods will be of
satisfactory quality within the meaning of the Sale of Goods Act 1979
and as amended by the Sale and Supply of Goods Act 1994. Upon delivery
the Customer shall be required to check the condition and content of the
goods and/or services immediately for any apparent defects. The
Customer shall have a maximum period of three days to notify
Direct2Print in writing of any errors or shortages. Direct2Print will do
everything possible to resolve the problem at the earliest opportunity.
Any complaint will be thoroughly investigated after receiving the
written notice and the Customer returning the defective goods for
examination. If the complaint against Direct2Print is valid and
negligence against Direct2Print is proven we will refund the Customer
the total cost of the job at the earliest opportunity.
Force Majeure
Every effort will be made to carry out the contract but it’s due
performance is subject to cancellation by Direct2Print or to such
variation as it may find necessary as a result of an inability to secure
labour, materials or supplies or as a result of any Act of God, War,
Strike, Lockout or other labour dispute, Fire, Flood, Drought,
Legislation or other cause beyond the control of Direct2Print.
Sub-Contracting
Direct2Print may assign, licence or subcontract all or any part of its rights or obligations under the contract.
Governing Law
The contract is governed by English law and the English Courts shall
have the jurisdiction to settle any disputes which may arise out of
connection with the contract. For further information regarding Terms
and Conditions of trading refer to Direct2Print Ltd, 46 Hagley Road,
Stourbridge, West Midlands DY8 1QD
Access
Whilst Direct2Print endeavours to ensure that this site is normally
available 24 hours a day, Direct2Print will not be liable if for any
reason the site is unavailable at any time or for any period. Access to
this site may be suspended temporarily or permanently and without
notice.
Licence
Unless otherwise stated, the copyright and any other rights in all
material on this web site are owned by Direct2Print. Except as
specifically permitted in particular areas of this site, none of the
information on this site may be reproduced in any form or by any means
without prior written permission from Direct2Print. No part of this site
may be reproduced or stored in any other web site or included in any
public or private electronic retrieval system or service without
Direct2Print’s prior written permission.
The trade marks, logos and services marks ('Marks') displayed on this site are the property of Direct2Print, its licensor or other third parties. You may not use any of the Marks without the prior written consent of Direct2Print or the third party who owns the relevant Mark. Any rights not expressly granted in these terms are reserved.
Liability
Whilst Direct2Print endeavours to ensure that the information on this
site is correct, no warranty, express or implied, is given as to its
accuracy and Direct2Print does not accept any liability for error or
omission. Direct2Print shall not be liable for any damages (including,
without limitation, damages for loss of business or loss of profits)
arising in contract, tort or otherwise from the use of or inability to
use this site, or any material contained in it, or from any action or
decision taken as a result of using this site or any such material.
Part of this site contains material submitted to Direct2Print by third parties. Those third parties are responsible for ensuring that material submitted for inclusion on this site complies with national and relevant foreign law. Direct2Print will not be responsible for any error, omission or inaccuracy in the material and reserves the right to omit, suspend or edit any material submitted to it. Direct2Print accepts no responsibility for the content of any site to which a hypertext link from this site exists. The links are provided 'as is' with no warranty, express or implied, for the information provided within them. Provision of a link does not imply any endorsement by Direct2Print of the relevant site. Proof of sending an e-mail is not proof of receipt. Direct2Print accepts no responsibility for non-receipt of information submitted through this site.
Jurisdiction
This web site is controlled by Direct2Print from its offices in England.
By accessing this site, you agree that all matters relating to your
access to, or use of, this site will be governed by English law; and you
agree to submit to the jurisdiction of the English courts with respect
to such matters. All disputes relating to any part of these Terms and
Conditions will be referred to the Birmingham courts and the Customer
will not be able to transfer any case to any other court without the
express agreement of Direct2Print. Direct2Print makes no representation
that materials on this site are appropriate or available for use in
other locations, and accessing them from territories where their
contents are illegal is prohibited. Any person who chooses to access
this site from other locations does so on their own initiative and is
responsible for compliance with local laws.
DIRECT2PRINT limited APPLICATION OF THESE TERMS AND CONDITIONS FOR CUSTOM QUOTATIONS.
These Terms and Conditions apply to all supplies of goods and/or services or any part of either of them provided by Direct2Print Limited to the Customer unless otherwise agreed in writing by a duly authorised representative of Direct2Print Limited.
IMPORTANT: REPRESENTATIONS
Direct2Print Limited’s employees and agents are not authorised to make
any representations in relation to goods or services offered by
Direct2Print Limited (unless that employee or agent provides written
confirmation that they are a duly authorised representative of
Direct2Print Limited).
1. CUSTOM QUOTATIONS
(A) Any quotation given by Direct2Print Limited will only be binding if
given in writing on Direct2Print Limited notepaper (by a duly authorised
representative of Direct2Print Limited) and the quotation has not
expired. A written quotation will be based on samples and materials
provided and on the basis of instructions given by the Customer.
Direct2Print Limited reserve the right to amend any quotation given to
reflect any incomplete inaccurate or changed instructions or samples or
materials given by the Customer. Any verbal quotation is an estimate
only and will not be binding unless and until confirmed by Direct2Print
Limited in writing. Any quotation is valid for a period of 14 days only
from its date of issue by Direct2Print Limited, (provided that
Direct2Print Limited has not previously withdrawn it and subject to the
provisions of condition 2 below) and shall be deemed to be an offer by
Direct2Print Limited to provide goods and/or services upon these terms
and conditions to the Customer. Any order made in respect of a written
quotation shall be deemed to be an acceptance of the offer set out in
that written quotation by the Customer.
(B) The Customer must ensure that any quotation it wishes to accept, its
order and any applicable specification are complete and accurate. The
quantity and description of the goods or services shall be as set out in
Direct2Print Limited’s written quotation or the Customer’s order as
accepted.
(C) (i) Subject to condition 4(B) a Business Customer (a Customer who is
dealing with Direct2Print Limited in the course of its business) may
not cancel an order which Direct2Print Limited has accepted except with
the agreement in writing of Direct2Print Limited and any Customer
cancelling any order hereby agrees to indemnify Direct2Print Limited in
full against all losses (including loss of profits), costs (including
the costs of all labour and materials used until the date of
cancellation), damages, charges and expenses incurred by Direct2Print
Limited as a result of the cancellation.
(ii) Direct2Print Limited may cancel an order at any time prior to
delivery upon notice to the Customer whereupon a refund of any monies
paid for the relevant goods and/or services will be promptly made.
PRICE
(D) The price payable will (subject to condition 2) be as stated in
Direct2Print Limited’s written quotation and/or the order as accepted.
(E) The price payable (unless specifically stated otherwise) is exclusive of:
(i) any costs of packaging and carriage of goods; and
(ii) any value added tax or other applicable sales tax or duty;
which shall be added to the sum in question.
PRELIMINARY OR PREPARATORY WORK
(F) For the avoidance of doubt, all works services or goods supplied at
the Customer’s request including work and/or services of a preliminary
or preparatory nature unless specifically stated otherwise are not
complimentary.
2. PRICE VARIATIONS
(A) If there is any increase or decrease in the cost to Direct2Print Limited in providing/fulfilling the order due to:
(i) any factor beyond the reasonable control of Direct2Print Limited,
this includes (without limitation) increase in the cost of materials and
other production costs;
(ii) any change in delivery, dates, quantities or specifications for the Order requested by the Customer;
(iii) any delay caused by any instructions of the Customer or failure of
the Customer to give Direct2Print Limited adequate information or
instructions;
(iv) any corrections, amendments and alterations in style or content to
material provided by the Customer, other than typographical errors of
Direct2Print Limited, and for additional proofs necessitated thereby;
(v) additional costs incurred as a result of materials provided by the Customer proving unsuitable;
the price/quotation shall be recalculated to take account of the
resulting increased or decreased cost of meeting/fulfilling the order.
(B) Notwithstanding the provisions of condition 2(A) above:
(i) in the case of Business Customers, the relevant price/quotation
shall only be adjusted upwards if, before Direct2Print Limited has
incurred the additional cost, it has notified the Customer in writing of
such increase and the Customer has agreed to the increase in writing.
If the parties are then unable to agree any such increase to the price
then the order shall be cancelled and Direct2Print Limited shall be
entitled to invoice the Customer for all works services or supplies
carried out and/or made before the date of such cancellation; and,
(ii) in the case of all Consumer Customers, the relevant price/quotation
shall only be adjusted upwards if, before Direct2Print Limited has
incurred the additional cost, it has notified the Customer in writing of
such an increase and has given the Customer the right to withdraw from
the order within 3 days of receipt of such notice in default of which it
shall be deemed to have accepted the revised price and Direct2Print
Limited shall be entitled to invoice the Customer for all works services
or supplies carried out and/or made before the date of such
cancellation.
3. PROOFS AND ERRORS
Proofs are available for the Customer’s approval on request. No
responsibility or liability will be accepted by Direct2Print Limited
for:
(i) any errors not corrected by the Customer after inspecting the proofs or where the Customer declines to make such request; or
(ii) any work for which the Customer has given instructions which
requires or allows Direct2Print Limited to exercise a degree of artistic
licence;
and the Customer shall not be entitled to reject such work although
Direct2Print Limited shall rectify any such error at the Customer’s
cost.
4. DELIVERY, PAYMENT AND RISK
(A) Delivery of the goods and/or provision of the services shall be made
at the Direct2Print Limited Centre (the Direct2Print Limited outlet
which accepted the order) or such other place as agreed by the parties
in writing. The Customer will take delivery of the goods and/or services
within 7 days of Direct2Print Limited giving it notice that the goods
and/or services are ready for delivery/completed.
(B) Any dates specified by Direct2Print Limited for delivery of the
goods or performance of the services are approximate only and may not be
made of the essence unless specifically agreed by Direct2Print Limited
as such in writing. If no dates are specified, delivery will be within a
reasonable time.
IMPORTANT
(C) Subject to the other provisions of these conditions Direct2Print
Limited shall have no liability to the Customer for any loss (including
loss of profit), costs, damages, charges or expenses caused directly or
indirectly by any delay in the delivery of the goods and/or provision of
the services (except in the case of Consumer Customers if caused by
Direct2Print Limited’s negligence or breach of contract).
(D) In the case of Business Customers, any delay or failure in delivery
or performance will not entitle the Customer to cancel the order unless
and until the Customer, has given 7 days written notice to Direct2Print
Limited requiring delivery or performance to be made within a reasonable
period (and in the case of Consumer Customers if they have given
reasonable notice to Direct2Print Limited requiring delivery or
performance to be made within a reasonable period) and Direct2Print
Limited has not fulfilled the delivery or performed within that period.
If the Customer cancels the order in accordance with this condition 4(D)
then
(i) Direct2Print Limited will refund to the Customer any sums which the
Customer has paid to Direct2Print Limited in respect of that order (or
part of order) which has been cancelled; and(ii) the Customer will be
under no liability to make any further payments under condition 4(F) in
respect of the order (or part of order) which has been cancelled.
(E) If the Customer fails to take delivery of goods when they are ready
for delivery or to provide any instructions, documents or authorisations
required to enable the goods to be delivered on time (except where
Direct2Print Limited is at fault) risk in goods will pass to the
Customer and the Customer hereby agrees to fully insure the same, the
goods will be deemed to be delivered and (without prejudice to its other
rights) Direct2Print Limited may store or arrange for the storage of
the goods until actual delivery and charge the Customer for all related
costs and expenses (including, without limitation, storage and
insurance) it incurs.
(F) Direct2Print Limited may invoice the Customer:
(i) for goods provided when or at any time after notifying the Customer that the goods are ready for delivery;
(ii) for services provided on or at any time after performance of the services commences;
(iii) notwithstanding the provisions in conditions 4(F)(i) and (ii), in
the event that an order is suspended or delayed as a result of any act
or omission on the part of the Customer for a period in excess of thirty
days, for any part of the order which has been processed/delivered
and/or performed.
(G) Payment is due in pounds sterling, or such other currency agreed in
advance by Direct2Print Limited in writing, immediately after issue of
such invoice and Direct2Print Limited shall be entitled to recover the
payment notwithstanding delivery may not have taken place and legal
title has not passed to the Customer (except in the case of approved
credit account Customers with whom alternative arrangements have been
agreed in writing by Direct2Print Limited). Time of payment shall be of
the essence.
(H) For Business Customers Direct2Print Limited may deliver goods in
separate installments and/or perform any services in stages. Each
separate installment or stage shall be invoiced and paid for in
accordance with the provisions of these terms and conditions. Each
installment or stage shall be a separate contract and no cancellation or
termination under clause 4(D) of any one contract relating to an
installment or stage shall entitle the Customer to repudiate or cancel
any other contract, installment or stage.
(I) All sums payable to Direct2Print Limited under any order shall
become due immediately upon termination/cancellation of the order.
(J) All payments to be made by the Customer under the order shall be
made in full without any set-off, restriction or condition and without
any deduction for or on account of any counterclaim.
(K) If the Customer fails to make any payment when payment is due then
without prejudice to any other right or remedy available to Direct2Print
Limited, Direct2Print Limited shall be entitled to:
(i) cancel the order or suspend any performance of the order;
(ii) appropriate any payment made by the Customer as Direct2Print
Limited may think fit (notwithstanding any purported appropriation by
the Customer);
(iii) charge the Customer with all costs and expenses involved in
collecting the overdue payment together with interest (both before and
after any judgement) on the amount unpaid at the rate of 2% per month
above Barclay’s Bank plc base rate or such higher rate as provided for
by legislation from the due date until payment in full is made (part of a
month being treated as a full month for the purpose of calculating
interest).
(L) Legal title in the Goods shall not pass to the Customer until
Direct2Print Limited receives payment in full (in cash or cleared funds)
of all sums whether in respect of the goods, services or otherwise due
owing or incurred including VAT. Until legal title passes the Customer
shall hold the goods on a fiduciary basis as Direct2Print Limited’s
bailee and shall store the goods (at no cost to Direct2Print Limited)
separately from all other goods of the Customer or any third party in
such a way that they remain readily identifiable as Direct2Print
Limited’s property. Where the Customer’s right to possession has
terminated the Customer grants Direct2Print Limited, its agents and
employees an irrevocable licence at any time to enter any premises where
the goods are or may be stored to recover them. On termination of the
contract, howsoever caused, Direct2Print Limited’s (but not the
Customer’s) rights contained in this condition 4 shall remain in effect.
5. WARRANTY
(A) Where Direct2Print Limited is not the manufacturer of the goods
ordered or provider of the ordered services Direct2Print Limited will
endeavour to transfer to the Customer the benefit of any warranty or
guarantee given to Direct2Print Limited.
(B) Direct2Print Limited warrants that (subject to the other provisions of these terms and conditions) upon delivery:
(i) any goods will be of satisfactory quality within the meaning of the
Sale of Goods Act 1979 and Sale and Supply of Goods Act 1994; and
(ii) any services will be performed by appropriately qualified and trained personnel, with reasonable care and diligence
(C) Upon delivery the Customer shall be required to check the goods
and/or services immediately for any immediately apparent defects.
Direct2Print Limited shall not be liable for a breach of the warranty in
condition 5(B) unless the Customer gives written notice of any apparent
defect to Direct2Print Limited within 7 days of the date of delivery
and Direct2Print Limited is given a reasonable opportunity after
receiving the notice of examining such goods and the Customer (if asked
to do so by Direct2Print Limited) returns such goods to Direct2Print
Limited’s place of business for the examination to take place there.
(D) If the Customer makes a valid claim against Direct2Print Limited
based on a defect in the quality of goods, Direct2Print Limited shall at
its option repair or replace such goods (or the defective part), or
refund the price of such goods at the relevant proportion of the price
paid or payable. If Direct2Print Limited complies with this condition it
shall have no further liability for a breach of warranty in condition
(B) in respect of the quality of such goods.
(E) If the Customer is dealing as a Business Customer:
(i) to the maximum extent permissible in law, all conditions and
warranties which are implied by statute or otherwise by general law into
this contract in relation to goods or services or supplies are hereby
excluded;
(ii) Direct2Print Limited shall not be liable to the Customer by reason
of any representations (unless fraudulent), or any implied warranty,
condition or other term, or any duty at common law, or under the express
terms of the contract, for any indirect, special or consequential loss
or damage (whether for loss of profit or otherwise), costs, expenses or
other claim for compensation whatsoever (whether caused by Direct2Print
Limited’s negligence or otherwise) which arise out of or in connection
with the supply of goods or services or supplies.
(F) If the Customer is a Consumer Customer and goods and/or services are provided to the Customer then
(i) to the maximum extent permissible in law, all conditions and
warranties which are implied by statute or otherwise by general law into
this contract in relation to goods or services are hereby excluded;
(ii) under no circumstances shall Direct2Print Limited be liable for any
business related loss (which includes without limitation, any loss of
contracts, loss of profits, loss of revenue or loss of anticipated
savings in expenditure) as a result of either Direct2Print Limited’s
breach of contract or Direct2Print Limited’s negligence or otherwise.
(G) Nothing in conditions 5(E) or (F) excludes, or attempts to exclude,
Direct2Print Limited’s liability in respect of death or personal injury
caused by Direct2Print Limited’s negligence.
(H) The total liability of Direct2Print Limited to the Customer in
contract, tort (including negligence or breach of statutory duty),
statute or otherwise (other than for death or personal injury arising
due to the negligence of Direct2Print Limited, its employees or agents),
in connection with the performance or contemplated performance of the
order shall be limited for Business Customers to the price quoted and
for Consumer Customers to twice the price quoted.
6. CUSTOMER’S OWN MATERIALS
(A) Direct2Print Limited may reject any unsuitable materials (including
without limitation any paper, plates, computer disks or CD-Roms)
supplied or specified by the Customer and Direct2Print Limited reserves
the right to refuse to undertake any works, services or supplies which
infringes or appears to infringe the copyright or other intellectual
property rights of any third party or which in its opinion contains any
material which is an any way unlawful.(B) Any Customer’s artwork or
other materials supplied to Direct2Print Limited remain at the
Customer’s risk and Direct2Print Limited accepts no liability for
damage, destruction or loss thereof. In the case of Consumer Customers,
Direct2Print Limited agree to take reasonable care of such art work or
other materials while the same are in their possession although it is
the responsibility of the Customer to ensure that such items are covered
by their own insurance.
(C) Direct2Print Limited shall have a lien over any materials supplied
to it by the Customer against payment of all monies due to it by the
Customer from time to time and shall be entitled (if any sum is not paid
on the due date) to dispose of such property as Direct2Print Limited
shall in its discretion think appropriate towards settlement of the sums
due, subject to reasonable notice having been given to the Customer of
their intention to dispose of such property.
7. COPYRIGHT
(A) The Customer warrants that any design or other material furnished by
it or any design material created by Direct2Print Limited pursuant to
the Customer’s instructions is and/or will not defamatory or obscene or
be such as will cause Direct2Print Limited to infringe any intellectual
property rights of any third party or any legislation for the time being
in force in the United Kingdom in the performance of the order.
(B) In the event that the Customer has requested the production of
original design work (whether under Direct2Print Limited’s Creative
Solutions® Plan or otherwise) Direct2Print Limited may engage the
services of third party designers in producing such supplies, works or
services.
(C) In the event that Direct2Print Limited are required to provide
original design work under Direct2Print Limited’s Creative Solutions®
Plan or otherwise (whether or not such original artwork incorporates the
Customer’s materials):
(i) all proofs or preliminary design work remain Direct2Print Limited’s
copyright at all times and may not be used or re-produced by the
Customer in any form in whole or in part;
(ii) upon the final proof and/or design being agreed, the final proof
and any part of the final proof, remain Direct2Print Limited’s copyright
until Direct2Print Limited have been paid in full for providing the
original design work and the Customer may not use or reproduce in whole
or in part the original design work until full payment is made to
Direct2Print Limited.
(D) Upon receipt of full payment:
(i) in the event that Direct2Print Limited has created the original
design work Direct2Print Limited shall assign to the Customer copyright
in such work;
(ii) the Customer shall provide irrevocable authorisation to
Direct2Print Limited to use the original design work for any business
promotional purposes of the Direct2Print Limited business only;
(iii) in the event that Direct2Print Limited has engaged third party
designers to produce the original design work and where that third party
designer has assigned copyright in such work to Direct2Print Limited,
Direct2Print Limited shall grant a non-exclusive royalty free licence of
the copyright in the original design work to the Customer but cannot
warrant that the designer who is commissioned to produce the work will
not offer such work or any part of it to any third party.
(E) The Customer shall fully indemnify Direct2Print Limited in respect
of all costs, claims, liabilities and expenses (including any amount
paid in settlement on legal advice and Direct2Print Limited’s own legal
costs) arising from any breach of the Customer’s warranty in clause
7(A).
(F) The Customer shall promptly notify Direct2Print Limited in the event
of any claim being made or action brought against a Customer arising
out of a breach of the Customer’s warranty in clause 7(A).
8. DATA PROTECTION
(A) The Customer warrants, in compliance with the Data Protection Act
1998, and any other relevant legislation, that it has obtained all
necessary consents from data subjects for the use of such data subjects’
personal data which it requires Direct2Print Limited to process in the
provision of goods and/or services.
(B) Direct2Print Limited shall only process such personal data for the
purpose of providing the services and/or goods in respect of the order.
9. INSOLVENCY
The order will terminate immediately should the Customer become
insolvent, fail or become unable or admit in writing their inability to
pay their debts, institute or have instituted against them proceedings
seeking a judgement of insolvency or bankruptcy; have a resolution
passed for its winding up or liquidation; seeks or becomes the subject
of the appointment of an administrative receiver or similar official in
respect of its assets; enter into any arrangement or composition with
its creditors; cease or threaten to cease to carry on any significant
part of its business; suffer a change of management or ownership which
Direct2Print Limited deems to be against its interests;
10. TERMINATION
If the Customer is in breach of any of its obligations under these terms
and conditions then Direct2Print Limited may without prejudice to any
of its other rights immediately suspend the performance of any order
placed by the Customer and shall be entitled to charge the Customer, and
the Customer shall immediately become liable to pay, for any works,
services and supplies already carried out (whether completed or not)
including the cost of any materials purchased on behalf of the Customer.
11. WAIVER
Failure or delay by Direct2Print Limited to exercise or enforce any
rights hereunder shall not be deemed to be a waiver of any such right
nor operate so as to bar the exercise or enforcement thereof at time or
times thereafter.
12. ILLEGALITY AND SEVERANCE
If any provision of these terms and conditions is held by an competent
authority to be invalid or unenforceable in whole or in part then that
provision shall, to the extent required, be severed from the order and
shall be ineffective without as far as possible modifying any other
provision or part of the order and this shall not affect any other
provisions of the order which shall so far as is reasonably possible
remain in full force and effect.
13. ENTIRE AGREEMENT
These provisions constitute the entire agreement between Direct2Print
Limited and the Customer and replace all prior agreements,
understandings, statements and communications between Direct2Print
Limited and the Customer.
14. FORCE MAJEURE
Direct2Print Limited will make every effort to carry out the Customer’s
instructions and the order but shall be under no liability if unable to
carry out any provision of the order for any reason beyond Direct2Print
Limited’s reasonable control (without limiting the foregoing) including
the inability to secure labour, materials or supplies, breakdown of
machinery, or as a result of the Act of God, war, labour dispute, fire,
flood, drought, legislation, failure of power supply or any other cause
beyond Direct2Print Limited’s reasonable control. During the continuance
of such instance of Force Majeure the Customer may by notice in writing
to Direct2Print Limited elect to terminate the order and pay for works,
services and/or supplies provided or used up to such notice but subject
thereto shall otherwise accept delivery when available.
15. SUB-CONTRACTING
Direct2Print Limited may assign, licence or subcontract all or any part of its rights or obligations under the order.
16. GOVERNING LAW
The formation, existence, construction, performance, validity and all
aspects whatsoever of the order or of any term of the contract shall be
governed by English Law. The Birmingham Courts shall have non-exclusive
jurisdiction to settle any disputes which may arise out of or in
connection with the order.
17. CONSUMER RIGHTS
These terms and conditions do not and will not affect the statutory
rights of a Consumer Customer. No provision which would be void by
virtue of Sections 6 or 20 of the Unfair Contract Terms Act 1977 (as
amended) or by virtue of the Unfair Contract Terms in Consumer Contracts
Regulations 1994 shall apply to any order made by a Consumer Customer.
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