* All prices are in GBP


1 Interpretation


1.1 Definitions. In these Conditions, the following definitions apply:

 

Agreement - the agreement between the Supplier and Customer for the supply of Goods and/or Services in accordance with these Conditions.

 

Business Day - a day (other than a Saturday, Sunday or public holiday)  when the banks in London are open for business.

 

Conditions - these terms and conditions as amended from time to time in accordance with clause 12.2.

 

Customer - the person or firm who purchases the Goods and/or Services from the Supplier.

 

Goods - the goods set out in the Order Acknowledgement.

 

Materials - the copy, artwork, layouts, designs in electronic files that are supplied by the Customer (or on the Customer’s behalf) to the Supplier and which are to be used by the Supplier to provide the Services or are to be the subject of the Goods.

 

Order - the Customer’s order for the Supply of Goods and/or Services as set out in the template submitted by the Customer via the Website.

 

Order Acknowledgement - the Supplier’s written confirmation of an Order.

 

Services - the provision of typesetting, artwork, page layout, reproduction, printing and print finishing services by the Supplier to the Customer as set out in the Order.

 

Supplier – OTS Printers Limited a company registered in England and Wales under company number 06601011

 

Website - www.otsprinters.co.uk

 

1.2 Construction. In these Conditions, the following rules apply:

1.2.1 words importing any gender include every gender;

1.2.2 words importing the singular number include the plural number and vice versa;

1.2.3 words importing persons include firms, companies and corporations and vice versa;

1.2.4 references to numbered clauses and schedules are references to the relevant clause in or schedule to this Agreement;

1.2.5 reference in any schedule to this Agreement to numbered paragraphs relate to the numbered paragraphs of that schedule;

1.2.6 any obligation on any party not to do or omit to do anything is to include an obligation not to allow that thing to be done or omitted to be done;

1.2.7 the headings to the clauses, schedules and paragraphs of this Agreement are not to affect the interpretation;

1.2.8 any reference to an enactment includes reference to that enactment as amended or replaced from time to time and to any subordinate legislation or byelaw made under that enactment;

1.2.9 where the word ‘including’ is used in this Agreement, it shall be understood as meaning ‘including without limitation’;

1.2.10 where the phrase is to a ‘private limited company’ it shall be understood as including a limited liability partnership;

1.2.11 a reference to writing or written includes faxes and emails.

 

2 Basis of Contract

2.1 The Order constitutes an offer by the Customer to purchase the Goods and/or Services in accordance with these Conditions.

2.2 The Order shall only be deemed to be accepted when the Supplier issues an Order Acknowledgement at which point and on which date the Agreement shall come into existence.

2.3 The Agreement constitutes the entire agreement between the parties. The Customer acknowledges that it has not relied on any statement, promise or representation made or given by or on behalf of the Supplier which is not set out in the Agreement.

2.4 These Conditions apply to the Agreement to the exclusion of any other terms that the Customer seeks to impose or incorporate, or which are implied by trade, custom, practice or course of dealing.

2.5 All of these Conditions shall apply to the supply of both Goods and Services except where application to one or the other is specified.

 

3 Materials

3.1 The Customer shall provide the Materials to the Supplier by electronic means (Electronic Files), and the Supplier shall not be responsible for checking:

3.1.1 the accuracy of the content, including but not limited to checking whether the copy is spelt correctly, is grammatically correct, or formatted in accordance with any specification, layout or design or in accordance with the Order; or

3.1.2 whether the artwork or layouts are positioned correctly on a page or in accordance with any instructions as to how the artwork or layout are to be reproduced or printed.

3.2 The Customer acknowledges and agrees that:

3.2.1 the devices on which Electronic Files are stored (or on which they are submitted by the Customer); and/or

3.2.2 the communication methods used by the Customer to transmit the Electronic Files to the Supplier, may be subject to corruption or alteration which is not within the reasonable control or reasonable knowledge of the Supplier.

3.3 The Customer shall keep one or more copies as backup.

3.4 The Customer shall make available copies of the Electronic Files at dates and times that the Supplier reasonably requires.

3.5 The Customer shall submit Electronic Files in the software programme, version and format the Supplier specifies on the Website (Supported Format).

3.6 Where the Customer wishes to provide copy, artwork, layouts or files ready for reproduction without further intervention by the Supplier other than preparation to produce the Printed Material, the Supplier shall be entitled to assumed that the Materials are in the Supported Format

3.7 The Customer shall indemnify the Supplier against all liabilities, costs, expenses, damages and losses (including any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest penalties and legal and other reasonable professional costs and expenses) suffered or incurred by the Supplier in connection with any claim made against the Supplier for actual or alleged infringement of a third party’s intellectual property rights arising out of or in connection with the Supplier’s use of the Materials.

 

4 Illegal Material

4.1 If in the reasonable opinion of the Supplier, the Supplier considers that any Materials provided to the Supplier by the Customer:

4.1.1 are defamatory;

4.1.2 contain, express or indicate illegal racist or otherwise discriminatory opinions;

4.1.3 contain any designs, images, graphics or photographs which are illegally racist or otherwise discriminatory;

4.1.4 are illegal or contain illegal content;

4.1.5 infringe or breach the intellectual property rights of a third party; or

4.1.6 are used outside the provisions of any licence that the Customer may have to use those Materials, then the Supplier shall not be required to supply any Services in relation to such Materials or any Goods based on them.

4.2 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 4.1.1 to 4.1.5.

 

5 Proofs

5.1 Where the Supplier is to provide design work as part of the Services the Supplier will supply proofs to the Customer and the Customer shall be responsible for checking whether the proofs are in accordance with the Order. The Customer shall approve the proofs and after approval, any remaining errors, whether in:

5.1.1 the content or Materials provided by the Customer,

5.1.2 the design or layout created, made or carried out by the Supplier, or

5.1.3 the application of the specification for the provision of the Services (relating to such matters for example as the colours to be used, size, position, folding etc), shall be the responsibility of the Customer and not the Supplier. The Supplier shall be entitled to use the approved proof as the basis for carrying out the remainder of the Services.

5.2 The Customer acknowledges and accepts that:

5.2.1 the colours used in a proof will not necessarily match those in the Goods; and

5.2.2 such differences are caused by the use of different equipment, inks, paper and other factors in the proofing process compared to those used in producing the Goods.

 

6 Delivery

6.1 The Supplier shall deliver the Goods to the location set out in the Order Acknowledgement (Delivery Location) by courier.

6.2 Delivery of the Goods shall be completed upon the Goods arrival at the Delivery Location.

6.3 Any dates quoted for delivery of the Goods are approximate only, and the time of delivery is not of the essence. The Supplier shall not be liable for any delay in delivery of the Goods that is caused by the Customer’s failure to provide the Supplier with adequate delivery instructions or any other instructions that are relevant to the supply of the Goods.

6.4 The Customer shall not be entitled to reject the Goods if the Supplier delivers up to and including 10 per cent more or less than the quantity of Goods ordered but a pro-rata credit will be refunded to the Customer upon notice from the Customer to the Supplier that the wrong quantity of Goods was delivered.

6.5 The Supplier may deliver the Goods by installments, which shall be invoiced and paid for separately. Each installment shall constitute a separate contract. Any delay in delivery or defect in an installment shall not entitle the Customer to cancel any other installment.

 

7 Risk and Title

7.1 The risk in the Goods shall pass to the Customer upon delivery of the Goods to the Customer.

7.2 The title in the Goods shall not pass to the Customer until the Supplier has received the payment of all sums owing concerning the Goods in full, whether or not delivery has been made.

 

8 Quality of Goods

8.1 The Supplier warrants that on delivery the Goods shall:

8.1.1 conform in all material respects with their description;

8.1.2 be free from material defects in design, material and workmanship;

8.1.3 be of satisfactory quality (within the meaning of the Sale of Goods Act 1979); and

8.1.4 be fit for any purpose held out by the Supplier.

8.2 Subject to clause 8.3, if:

8.2.1 the Customer gives notice in writing within 48 hours of delivery that some or all of the Goods do not comply with the warranty set out in clause 8.1;

8.2.2 the Supplier is given reasonable opportunity of examining such Goods; and

8.2.3 the Customer (if asked to do so by the Supplier) returns such Goods to the Supplier’s place of business at the Supplier’s cost the Supplier shall, at its option, replace the defective Goods or refund the price of the Defective Goods in full.

8.3 The Supplier shall not be liable for the Goods’ failure to comply with the warranty in clause 8.1 if:

8.3.1 the Customer makes any further use of such Goods after giving a notice in accordance with clause 8.2;

8.3.2 the defect arises as a result of the Supplier following any Materials supplied by the Customer;

8.3.3 the defect arises as a result of wilful damage, negligence or abnormal working conditions; or

8.3.4 the Goods differ from their description as a result of changes made to ensure they comply with applicable statutory or regulatory standards.

8.4 Except as provided in this clause 8, the Supplier shall have no liability to the Customer in respect of the Goods’ failure to comply with the warranty set out in clause 8.1.

8.5 The terms of these Conditions shall apply to any replacement Goods supplied by the Supplier under clause 8.2.

 

9 Payment

9.1 The Customer shall pay for the Goods and/or Services upon receipt of the Supplier’s invoice and prior to dispatch of the Goods.

9.2 All amounts stated are exclusive of VAT, which shall be charged in addition at the rate in force at the time the Customer is required to make payment.

9.3 Payment can be made by credit card, debit card.

9.4 If the Customer does not make a payment by any due date or the date stated in an invoice or as otherwise provided for in this Agreement then the Supplier shall be entitled to:

9.4.1 charge interest on the outstanding amount at the rate of 4% above the base lending rate of NatWest Bank plc, accruing daily;

9.4.2 not dispatch the Goods until payment has been received in full.

9.5 When making a payment the Customer shall quote any relevant reference numbers and the invoice number.

 

10 Warranties, liability and indemnities

10.1 Nothing in these Conditions shall limit or exclude the Supplier's liability for:

10.1.1 death or personal injury caused by its negligence, or the negligence of its employees, agents or subcontractors;

10.1.2 fraud or fraudulent misrepresentation; or

10.1.3 breach of the terms implied by section 2 of the Supply of Goods and Services Act 1982 (title and quiet possession).

10.2 Subject to clause 10.1:

10.2.1 the Supplier shall under no circumstances whatever be liable to the Customer, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, for any loss of profit, or any indirect or consequential loss arising under or in connection with this Agreement; and

10.2.2 the Supplier's total liability to the Customer in respect of all other losses arising under or in connection with this Agreement, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall in no circumstances exceed the amount paid by the Customer for the Goods and/or Services.

10.3 Except as set out in these Conditions, all warranties, conditions and other terms implied by statute or common law are, to the fullest extent permitted by law, excluded from the Contract.

10.4 This clause 10 shall survive termination of this Agreement.

 

11 Use of sub-contractors

11.1 The Supplier is permitted to use other persons to provide some or all of the Services.

11.2 The Supplier shall be responsible for the work of a sub-contractor to the same standard as stated in this Agreement.

 

12 General

12.1 Force majeure

Neither party shall have any liability under or be deemed to be in breach of this Agreement for any delays or failures in performance of this Agreement which result from circumstances beyond the reasonable control of that party. The party affected by such circumstances shall promptly notify the other party in writing when such circumstances cause a delay or failure in performance and when they cease to do so. If such circumstances continue for a continuous period of more than 6 months, either party may terminate this Agreement by written notice to the other party.

12.2 Amendments

This Agreement may only be amended in writing signed by duly authorised representatives of the parties.

12.3 Assignment

Subject to the following sentence, neither party may assign, delegate, sub-contract, mortgage, charge or otherwise transfer any or all of its rights and obligations under this Agreement without the prior written agreement of the other party. A party may, however, assign and transfer all its rights and obligations under this Agreement to any person to which it transfers all of its business, provided that the assignee undertakes in writing to the other party to be bound by the obligations of the assignor under this Agreement.

12.4 Entire agreement

This Agreement contains the whole agreement between the parties and supersedes and replaces any prior written or oral agreements, representations or understandings between them. The parties confirm that they have not entered into this Agreement on the basis of any representation that is not expressly incorporated into this Agreement. Nothing in this Agreement excludes liability for fraud.

12.5 Waiver

No failure or delay by the Supplier in exercising any right, power or privilege under this Agreement shall impair the same or operate as a waiver of the same nor shall any single or partial exercise of any right, power or privilege preclude any further exercise of the same or the exercise of any other right, power or privilege. The rights and remedies provided in this Agreement are cumulative and not exclusive of any rights and remedies provided by law.

12.6 Agency, partnership etc

This Agreement shall not constitute or imply any partnership, joint venture, agency, fiduciary relationship or other relationship between the parties other than the contractual relationship expressly provided for in this Agreement. Neither party shall have, nor represent that it has, any authority to make any commitments on the other party’s behalf.

12.7 Further assurance

Each party to this Agreement shall at the request and expense of the other or any of them execute and do any deeds and other things reasonably necessary to carry out the provisions of this Agreement or to make it easier to enforce.

12.8 Severance

If any provision of this Agreement is prohibited by law or judged by a court to be unlawful, void or unenforceable, the provision shall, to the extent required, be severed from this Agreement and rendered ineffective as far as possible without modifying the remaining provisions of this Agreement, and shall not in any way affect any other circumstances of or the validity or enforcement of this Agreement.

12.9 Notices

12.9.1.1 Any notice to be given under this Agreement shall be in writing and shall be sent by first class mail or air mail, or by e-mail to the address of the relevant Party set out at the head of this Agreement, or such other address or email address as that party may from time to time notify to the other party.

12.9.1.2 Notices sent as above shall be deemed to have been received the first Business Day after the day of posting (in the case of inland first class mail), or seven Business Days after the date of posting (in the case of air mail), or on the first Business Day after sending (in the case of e-mail).

12.9.1.3 In proving the giving of a notice it shall be sufficient to prove that the notice was left, or that the envelope containing the notice was properly addressed and posted, or that the applicable means of telecommunication was addressed and despatched and despatch of the transmission was confirmed and/or acknowledged as the case may be.

12.10 Law and jurisdiction

The validity, construction and performance of this Agreement shall be governed by English Law and shall be subject to the exclusive jurisdiction of the English courts to which the Parties submit.

12.11 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.


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TESTIMONIALS

"
I have always used OTS Printers for all my stationery needs. In fact I have even introduced my clients to them and since then they have all been loyal customers. The prices are amazingly competitive and their customer services are exceptionally great. Anyone using their services will never be disappointed.
"
Umran Malik -Account Manager