1. Definitions
In these Terms of Business :
“Digital Plus” means Digital Plus Ltd. trading as Digital Plus.
“Contract” means the contract for the sale and purchase of the products (in which these Terms of Business apply)
“products” means the goods which Digital Plus is to produce and supply pursuant to or in connection with the Customer’s order and the Contract.
2. Acceptance And Amendment
[1] These Terms of Business shall apply to all estimates, quotations,acceptances,
agreements and deliveries relating to the sale of the Products and the Customer shall be
deemed to assent thereto.
[2] No other conditions or modifications of these Terms of Business shall be binding by on Digital Plus unless a Director of Digital Plus agrees thereto in writing.
[3] Quotations or estimates shall not constitute an offer by Digital Plus and there shall be no Contract between Digital Plus and the Customer until the Customer’s order has been accepted by Digital Plus.
3. Specifications
[1] Any advice or recommendation give by Digital Plus to the Customer as to the suitability or use of the Products which is not confirmed in writing by Digital Plus is followed or
relied upon entirely at the Customer’s own risk, and accordingly Digital Plus shall not be liable for such advice or recommendation which is not so confirmed.
[2] All samples, descriptions, specifications, colours, sizes and materials quoted or submitted by Digital Plus or included in any sales literature, web site, quotation, price list,
acknowledgment of order, invoice or other document or information issued by Digital Plus are to be deemed approximate only and shall not form part of the Contract (other than as
approximations)
[3] Digital Plus may at any time submit details of the products in an estimate for or proofs of the Products to the Customer for approval. If the Customer does not correct any errors in such estimate, quotations or proofs such estimates, quotations or proofs shall be deemed to be accurate and in accordance with the specification required by the Customer. proofs shall be submitted to the Customer on the condition that they remain the property of Digital Plus and that they should not be disclosed or otherwise made available to any third party for the purpose of such a third party producing or supplying goods based on thereon.
[4] Where the Customer supplies or specifies materials Digital Plus will not be liable for any defect in the Products produced or any other breach of the Contract caused by defects in or the unsuitability or insufficiency of materials so supplied or specified.
4. Orders
[1] Orders placed by the Customer which are based on a previous estimate or quotation for the Contract given by Digital Plus must include the date and reference number given of that estimate or quotation otherwise Digital Plus shall have no liability to fulfil the Contract in accordance with such estimate or quotation.
[2] The Customer may cancel an order by written notification to Digital Plus on terms that the Customer shall indemnify Digital Plus in full against all losses and expenses incurred as a result in cancellation.
5. Prices
[1] Unless otherwise agreed in writing the price payable by the Customer shall be Digital Plus’ list price ruling at the date of receipt of order.
[2] Until an order has become binding on Digital Plus all prices are subject to change without prior notice.
[3] After an order has become binding on Digital Plus, all prices will have VAT added at the appropriate rate and are subject to increase to reflect any costs to Digital Plus arising as a consequence of any change in delivery dates, quantities, designs or specifications for the products which is requested by the Customer or in any delay caused by any instruction of the Customer or the failure to give Digital Plus adequate information or instructions.
[4] Any costs [including the costs of additional or revised proofs, estimates or quotations] incurred by Digital Plus as a consequence of any alteration being made to proofs, estimates, quotations or orders not being a correction of an error on the part of Digital Plus may be charged to the Customer.
[5] Unless otherwise agreed in writing, packaging, postage or other delivery charges are not included in the price. However, if delivery is made using Digital Plus’ vehicle on Digital Plus’ routine delivery runs no charge will be made.
[6] If the Customer requires delivery of the products to be expedited or notifies Digital Plus of any special requirements regarding delivery Digital Plus may charge the Customer an additional sum to cover additional costs incurred.
6. Payment
[1] Unless the Customer has pre-arranged credit facilities with Digital Plus then invoices are due for payment upon delivery of the Products. Personal cheques will be accepted if supported by a valid cheque guarantee card. Credit and debit cards will be accepted or arrangements to pay by BACS. Cheques from a body corporate will be accepted if an official order is received before commencement.
[2] Postal Customers without pre-arranged credit facilities shall send a cheque to Digital Plus for the total price payable with their order. This shall include return postage or carrier and packing plus VAT.
[3] If the Customer has pre-arranged credit facilities with Digital Plus then invoices are due for payment by the 28th of the month following the month which the invoice was issued.
[4] Digital Plus shall have the right to refuse to enter into any dispute with the Customer over the total price invoiced for the Products unless the Customer gives notice in writing of
such dispute within 28 days from the date of the said invoice.
[5] Digital Plus shall have the right at any time to review the credit limit requirements relating to the Customer and to increase or reduce the same by notice in writing to the Customer.
[6] Interest can be charged on all overdue invoices under the Late Payment of Commercial Debts [Interest] Act 1998 and as revised.
7. Suspension or Cancellation of Deliveries
[1] If the Customer shall fail to pay Digital Plus on the due date any sums payable hereunder, or shall have a receiving order in bankruptcy made against him, or make any arrangements with his creditors, or being a body corporate shall have a receiver or administrator appointed or if any order shall be made or any resolution passed for winding up the same, or there is a composition arranged with creditors whereby payments are temporarily suspended Digital Plus may, without prejudice to its other rights, either repudiate the Contract forthwith or suspend or cancel further deliveries and debit the Customer with any loss sustained thereby and all monies due from the Customer to Digital Plus for any goods delivered at whatever time will become due for payment immediately.
[2] If Digital Plus repudiates the Contract or suspends or cancels further deliveries in accordance with paragraph 7[1] Digital Plus may without prejudice to any other rights retain possession of all goods which have not been delivered and may enter and re-take from the premises of the Customer or its sub-contractor or any other person any goods in respect of which property has not been passed to the Customer, and levy a reasonable charge for the costs incurred in delivery, collection, damage to the goods and the whole contract price. The Customer will indemnify Digital Plus in respect of any third party claims arising against Digital Plus by virtue of any act or omission arising out of Digital Plus repudiation of the Contract or suspension or cancellation of deliveries under this condition.
8. Delivery
[1] Any stated delivery date or time constitutes only a warranty by Digital Plus to use reasonable endeavours to effect delivery by or about that date or time.
[2] No liability will be accepted by Digital Plus for failure to meet delivery dates or times.
[3] Force Majeure – Any delay in or failure or performance of any obligation under the Contract by Digital Plus shall not constitute a breach of such obligation but only to the extent that such a delay or failure is caused by an event which is not within reasonable control of Digital Plus (including without limitation an event such as strike, lockout or other
industrial action or trade dispute, act of God, civil disturbance or terrorist action).
9. Customers’ Obligations and Claims on Delivery
[1] The Customer shall:
[i] examine products carefully on taking delivery and only sign for them if received in good condition; and
[ii] notify Digital Plus [ and any carrier for Digital Plus ] in writing within 5 days of taking delivery or, in the case of non-delivery, within 3 days of the expected delivery of any error or defect in quantity or description of Products delivered or of non delivery or that they were mixed with other Products not included in the Contract or any damage to or defect in the Products revealed by such examination and not caused since delivery was taken.
[2] Failure to make any notification in accordance with paragraph 9 [i][ii] above which examination under [i] above should enabled the Customer to make, shall constitute a waiver by the Customer of all claims based on, or relating to, facts that such examination should have revealed.
10. Title and Risk
[1] When the Customer requests delivery by Digital Plus’ own transport, the risk in the Products shall pass to the Customer on delivery. When the Customer requests delivery by any other carrier, or to any person representing the Customer, the risk in the Products shall pass to the Customer on the aforesaid carrier or person.
[2] Notwithstanding delivery and the passing of risk, the property in the Products will remain with Digital Plus until the price has been paid in full and the Customer shall remain a bailee only, until payment is made.
[3] Any Products rejected by the Customer shall remain the property of Digital Plus who may dispose of the same in any way in which Digital Plus think fit. Digital Plus reserve the right to charge the Customer for any rejected Products not returned.
11. Limitation of Liability
[1] Any valid claim by the Customer for the loss or damage of its own property whilst in the care of Digital Plus shall be limited to the replacement price of the lost or damaged material. Where Customers own material is deemed to be of an extremely high value this fact must be declared to Digital Plus in writing at the time of entering into contract.
[2] Where any valid claim in respect of any defect in the quality or condition of the Products is notified to Digital Plus in accordance with paragraph 9[1][i] and [ii] of the previous sections, digital Plus shall be entitled to replace the Products free of charge, or at Digital Plus sole discretion, refund the Customer in full or part the price of the Products. The Customer shall afford all facilities to Digital Plus to enable Digital Plus to test or inspect the Products being subject to any claim.
[3] Any claim by the Customer for any consequential loss or damage arising from [1] and [2] above shall be limited to a maximum of £50.
[4] Customers’ original prints and artwork will be mounted or laminated at Digital Plus discretion and at the Customers own risk. Where such material is deemed to be of an extremely high value this fact must be declared to Digital Plus in writing at the time of entering into Contract.
[5] In the absence of a colour guide supplied by the Customer, the colour of the Products will be determined by Digital Plus whose decision shall be final and binding. If a colour guide is supplied by the Customer, Digital Plus shall use its reasonable endeavours to match the colour of the Products but the Customer accepts that due to the limitations of colour processes Digital Plus cannot guarantee to match the colours exactly. In the absence of a guide, the colour will be determined by Digital Plus’ technicians, whose decision is final.
[6] Digital Plus recommend that a proof is obtained where graphics are added to photographic images, or where colour is important. Digital Plus cannot accept any liability if this service is declined, in which event Digital Plus’ technicians decision is final.
[7] Any typographical, clerical or other error or omission in any sales literature,quotation, price list,acknowledgment of order, invoice or other document or information issued by Digital Plus shall be subject to correction without any liability on the part of Digital Plus.
12. Copyright and Intellectual Property Rights and Related Matters
[1] Digital Plus will not produce any Products which in its opinion may infringe any copyright, registered or unregistered trade marks, registered design or other intellectual property rights of any third party unless accompanied by either [i] the written consent of the owner of the intellectual property rights or [ii] the Customers’ certificate that the work does not infringe the copyright or other intellectual property rights of any third party.
[2] Any material accepted by Digital Plus without the aforementioned owners consent or certificate shall be deemed by us not to infringe the copyright or other intellectual property rights of any third party.
[3] The Customer shall indemnity Digital Plus against all costs, claims, damages, and losses of whatsoever nature, in respect of any infringement or alleged infringement, by Digital Plus, of copyright or other intellectual rights attributable Digital Plus complying with any instructions from, or requirements of, the Customer, relating to the Products.
[4] Digital Plus will not produce any Products which in its opinion are or may be offensive, illegal or libellous in any way and the Customer shall indemnify Digital Plus against all costs incurred in defending any legal proceedings, in respect of the Products which are offensive, illegal or libellous.
13. Return and Retention of Customers Material
[1] All Customers own material used by Digital Plus in the Contract will be returned to the Customer on completion of the Contract, unless written arrangements are made to the
contrary.
[2] Any digital graphic data may be stored on Digital Plus’ archive unless written instructions are given at the time of the Contact.
[3] Digital Plus are not responsible for the storing of any data supplied and can not be held accountable for the loss of such data.
[4] Digital Plus reserve the right to retrieve and supply this data back to the Customer or any third party, should Digital Plus agree to this then Digital Plus can make a charge for this work.
14. No Assignment
The Contract shall be personal to the Customer and shall not nor shall any rights under it be assigned by the Customer without written consent of Digital Plus.
15. Governing Law
The Contract (and these Terms of Business) shall be governed by and construed in accordance with laws of England.
16. Invalidity
If any provision of the Contract [or of these Terms of Business] is held by any competent authority to be invalid or unenforceable in whole or in part the validity of any other provisions of the Contract (or of these Terms of Business) and the remainder of the provision in question shall not be affected thereby.
