Terms of Service

GB MAIL LTD -TERMS & CONDITIONS.

General
1a) In these Conditions called “the Conditions” GB Mail Ltd called “the Company” and any individual firm company or other party with whom the Company contracts
is called “the Customer”. “The goods” means the goods materials and/or services which shall be the subject of the contract between the Company and the
Customer. “The price” means the price or prices specified in the Company’s quotation and agreed and “the Contract” means any contract for the sale of goods (or
the provision of services).
b) Any reference in these Conditions to any provision of a statute shall be construed as a reference to that provision as amended re-enacted or extended at the
relevant time.
c) The headings in these Conditions are for convenience only and shall not affect their interpretation.
2a) The only terms of the Contract shall be those contained expressly or by reference in the Company’s order acknowledgement form when issued and any
representation or warranty written or orally made or given prior to the Contract is hereby expressly excluded. In the event of the Customer seeking to incorporate
special conditions into the Contract or otherwise vary these Conditions such special conditions or variations shall not apply unless they are accepted and agreed by
an authorised officer of the Company in writing.
b) Any quotation given by the Company is an invitation to the Customer to make an offer only and no order of the Customer placed with the Company in pursuance
of a quotation or otherwise shall be binding on the Company unless and until it is accepted in writing.
c) Unless otherwise agreed the Customer must give to the Company three month’s notice in writing of termination of any ongoing Contract for the provision of
services by the Company, failing which the Company reserves the right to impose a cancellation fee upon the Customer of 1% of the total value of the Contract.
Where materials have been specifically ordered or provided for the dedicated use on behalf of the Customer for example specially printed polythene film or specially
printed envelopes then the full cost of these items plus a handling charge of 15% shall become chargeable upon termination of the Contract. An instruction from a
Customer to process enclose or mail a regularly published magazine periodical catalogue or other mailshot will be regarded as an ongoing Contract where the
frequency of production is more frequent than three months.
d) If at any time one or more of the provisions of these Conditions becomes invalid, illegal or unenforceable in any respect under any law the validity and
enforceability of the remaining provisions hereof shall not in any way be affected or impaired thereby.
e) The Customer shall not be entitled to assign the Contract to any other person without the prior written consent of the Company. The Company may sub-contract
part or all of the work under the Contract without, however, affecting its liability to the Customer to deliver the goods or carry out the work under the Contract.
f) Submission by the Customer of a subsequent order other than on the Company order form and/or in response to the Company’s written quotation will constitute
acceptance of these Conditions and if accepted by the Company will form a contract on these Conditions and no other.
g) No variation of these Conditions shall be binding unless agreed in writing between the authorised representatives of the Customer and the Company.
h) Any typographical, clerical or other error or omission in any sales literature, quotation, price list, acceptance of offer, invoice or other document or information
issued by the Company shall be subject to correction without any liability on the part of the Company.
i) These Conditions shall have precedence over any conditions appearing on the Customer’s order form or any other documents emanating from the Customer or its
agent and any such Customer’s Conditions shall have no effect unless expressly accepted in writing by the Company. These Conditions shall be deemed to be
incorporated in all documents emanating from the Company or its agents unless expressly varied in writing and acceptance of delivery of the goods from the
Company shall be conclusive evidence before any court or arbiter that these Conditions apply to the sale of such goods.
j) The Customer shall be responsible to the Company for ensuring the accuracy of the terms of any order (including any applicable specification) submitted by the
Customer, and for giving the Company any necessary information relating to the goods within a sufficient time to enable the Company to perform the Contract in
accordance with its terms. All instructions to the Company relating to an order must be in writing by letter or telefacsimile or by e-mail. If a communication is sent by
telefacsimile or e-mail the Customer cannot assume that the message has been received by the Company unless expressly acknowledged and the Company shall not
be responsible for errors arising from verbal instructions which have not been confirmed as stated above.
k) The Company reserves the right to make any changes in the specification of the goods which are required or conform with any applicable statutory or EC
requirement or, where the goods are to be supplied to the Company’s specification, which do not materially affect their quality or performance.
l) No order which has been accepted by the Company may be cancelled by the Customer except with the agreement in writing of the Company and on terms that
the Customer 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 cancellation.
Industry Codes of Conduct
3a) The Company complies with the normal industry codes of conduct for mail being generated within the United Kingdom including the Direct Marketing Code of
Practice (3rd edition), The Committee of Advertising Practice, particularly The British Codes of Advertising and Sales Promotion, the provisions of the QMP (Quality
Mail Production) Accreditation Scheme, the recognition requirements of the Royal Mail DUET Consolidators scheme and the code of practice of the Mail
Consolidators Association. Any material handled by the Company on the Customer’s behalf must therefore be of the required standard under the said codes. The
Company reserves the right to consult the appropriate regulatory authority and submit any material which it considers doubtful in this respect. The Company shall
not be liable for any delay in posting as a result of such a referral. The company at its absolute discretion, will apply such guidance or advice received from a
regulatory body as it sees fit.
b) The Customer shall ensure that any uses to which the Company is required to put the goods comply with the current regulations of Royal Mail or the Universal
Postal Union or any of the industry supervisory or regulatory bodies as listed in 3a above.
c) The Company abides by the provisions of the Data Protection Act 1998 and acknowledges and respects the principles contained therein. The Customer must
ensure and expressly warranties that any list, file or database sent to the Company is fully compliant with the Act in terms of proper and fair obtaining, that the
intended recipients have provided informed consent for the use to which their record has been included in a data-file and that all records contained within a datafile
have been suppressed as appropriate against the database issued by The Mailing Preference Service. The Customer will be regarded as the Data Controller as
defined in the Act and the Company will process or manipulate data only as a Data Processor as defined in the Act and will perform tasks only on the Data
Controller’s written instructions. The Company will not disclose the content of any data-file or list to any third party and will take all reasonable precautions to
ensure the confidentiality of data-files or lists held on behalf of a Customer. The Company will apply such procedures (and provide staff training where appropriate)
so as to ensure that a Customer’s data-file or list is processed in a proper manner consistent with the principles of the Act.
d) The Data Protection Act 1998 provides for a data-file or list to be held for as short a time as is reasonably necessary. Where a list or data-file is sent to the
Company for mailing purposes the Company will retain the list or data-file for a maximum period of four weeks after the mailing has been dispatched so as to enable
mailing or postal queries to be resolved.
Prices
4a) Subject as stated below, the price shall be that ruling at date of receipt of order by the Company or if pursuant to a valid quotation, the price stated in such
quotation.
b) All prices quoted are subject to amendment until final sight of the material, or articles to be worked upon.
c) Unless otherwise stated the price is exclusive of VAT (provided that postage for items being mailed to destinations with in the United Kingdom shall be zero-rated
for VAT purposes where pre-paid) and exclusive of any other tax duty tariff or charge arising in the United Kingdom or elsewhere.
d) All invoices are to be paid in UK Sterling except where otherwise agreed. Where accounts are settled in other currencies the Company reserves the right to
claim currency conversions and bank costs.
e) The Company reserves the right not to post material under the Contract until the postage pro-forma invoice has been paid by the Customer in full.
f) Unless otherwise stated the Price does not include collection and delivery of items to be handled under the Contract.
g) Any Price that appears in a quotation shall only be valid for 30 days from the date of the quotation.
Payment
5a) The Contract price for the goods shall be payable by the Customer net in cash and without set-off not later than ten days from the date of invoice.
b) In the event of any goods being delivered or services being provided at the Customer’s request by installments then each installment shall be deemed to
be the subject of a separate Contract and these Conditions shall apply to each Contract mutatis mutandis. The Company shall in addition be entitled to
request payment for any installment of the Contract goods so delivered or services so provided in accordance with the provision of sub-clause 5.a) above and
failure to pay within the relevant period specified shall entitle the Company to suspend deliveries of the goods or provision of these services pending
payment without prejudice to any other remedy available to the Company
c) The time here in before mentioned for payments for goods is of the essence of this Contract.
d) If the Customer fails to make any payment on the due date then, without prejudice to any other right or remedy available to the Company, the Company
shall be entitled to:
i. cancel the contract or suspend any further deliveries on a credit basis or at all to the Customer;
ii. appropriate any payment made by the Customer to such of the goods (or the goods supplied under any other contract between the Customer and the
Company) as the Company may think fit notwithstanding any purported appropriation by the Customer).
iii. charge the Customer interest (both before and after any judgement) on the amount unpaid at the rate of 4% per annum above National Westminster
Bank Plc base rate from time to time until payment in full is made (a part of a month being treated as a full month for the purpose of calculating interest) and
to recover all and any costs incurred by it (including costs fees and disbursements of any outside agency) in collecting any monies due;
iv. recover the Price of goods from the Customer by action, even though property of the goods has not yet passed to the Customer; to treat all other sums
owing or incurred by the Customer to the Company but not already due for payment as due and immediately payable in full.
e) If the Customer terminates an ongoing Contract with the Company for a regularly produced magazine or periodical or catalogue as defined in sub-clause
2.c) above then the provisions of sub-clause 5.d) paragraph iv. above will apply and all sums owing or incurred by the Customer will become payable
immediately.
Risk
6.a) Risk in the goods supplied or handled under the Contract shall pass to the Customer once they have been accepted by Royal Mail or other International
Postal Service Provider or other carrier and the Customer must make its own insurance arrangements to cover risk in transit and such other risks as it deems
appropriate in respect of the goods.
b) It is the specific responsibility of the Customer to insure all goods whilst on the premises of the Company unless arrangements have been made to the
contrary.
i) Where goods are dispatched by van, courier, direct freight or similar means, then all claims by the Customer against the Company in
respect of damage to or loss of the goods or items handled by the Company at its premises under the Contract must be made in writing
to the Company within seven working days of the goods or items leaving the Company’s premises.
ii) Where goods or materials are consigned by Royal Mail Letters, Royal Mail International or whatever other International Postal Service
Provider the Company has selected, the Company accepts no responsibility with regard to actual delivery or delivery within any specific
time.
iii) The Customer acknowledges that any International Postal Service Provider including Royal Mail, is subject to the unpredictability of
Foreign Postal Administrations and further acknowledges that any International Postal Service is not a guaranteed service and in the
event of non or partial delivery has no right of recovery and any liability in this respect is expressly excluded.
d) Save as expressly provided in these Conditions the Company shall have no liability whatsoever for or in connection with any damage to
or loss of goods supplied or items handled in transit to the contracted place of delivery.
e) The liability of the Company for disputes over quality of services, mishap or fault, will at no time exceed that of the service invoice
value against that work excluding materials and postage costs.
Delivery
7.a) The Company will use its reasonable endeavours to comply with any date or dates for despatch or delivery of the goods supplied or
items handled as stated in the Contract, but unless the Contract otherwise expressly provides, such date or dates shall constitute only
statements of expectation and shall not be binding. Time of delivery or of posting shall not be of the essence of the Contract.
b) If notwithstanding that the Company has used its reasonable endeavours, the Company fails to despatch or deliver the goods or to
complete the work by such date or dates, such failure shall not constitute a breach of the Contract and the Customer shall not be entitled
to rescind or repudiate the Contract or to claim compensation for such failure or for any consequential loss or damage resulting there
from.
c) Any unforeseen overtime costs incurred by the Company as a result of achieving the despatch or delivery dates stated in the Contract
shall be charged to the Customer.
d) If the Company shall be prevented or hindered from supplying the goods or providing the services or any part thereof in accordance
with the Contract by any circumstances beyond its reasonable control (including without prejudice to the generality of the foregoing
force majeure, breakdown of plant, delay by suppliers, trade disputes including disputes involving the Company’s own workforce and all
other causes whether or not of a like nature beyond the reasonable control of the Company) further performance of the Contract shall be
suspended for so long as the Company is so prevented or hindered. (Provided that in the event that the performance of the Contract shall
be suspended for more than 28 days the Customer and the Company shall be entitled by notice in writing to the other forthwith to
terminate the Contract or to cancel any outstanding part thereof and in such circumstance the Customer shall pay at the Contract rate for
all goods supplied or all work done and materials used by the Company to the actual date of such termination.) The Company shall not
have any liability to the Customer for any direct or consequential loss or damage suffered by the Customer as a result of the Company’s
inability to perform its obligations under the Contract in the afore mentioned circumstances.
e) Where postponement of despatch or delivery or completion is agreed by the Company or occasioned by the Customer, the Customer
shall if required by the Company pay all costs and expenses incurred by the Company occasioned there by, but the goods shall be held at
the Customer’s risk as from the date of postponement. Goods to be supplied or items to be handled may be stored free of charge on the
Company’s premises for a period of 14 days and there after the Company shall charge the Customer in respect thereof at a “pallet per
week” rate depending on the period of storage.
f) The Company does not guarantee that it will deliver the exact quantity of goods ordered by the Customer and the Company shall be
deemed to have complied with its obligations under the Contract by delivery of a quantity of goods constituting plus or minus 5% of the
quantity ordered. The Price shall reflect the actual quantity delivered and shall be amended accordingly (all manufacturing standards and
tolerances generally accepted within the flexible packaging industry shall in addition apply to the Contract).
g) Expected arrival times in respect of distribution by any of the Company’s subcontractors including Royal Mail or any other Postal
service provider are only informative. Any term agreed upon for the distribution of the Printed Matter shall be a target term and shall not
be binding. The Company shall not be in default by the mere fact that the arrival time has been delayed.
Warranties
8.a) Save in respect of death or personal injury resulting from the negligence of the Company its servants or agents the Company shall not
be liable for any claim or claims for direct or indirect consequential or incidental injury loss or damage made by the Customer against the
Company (whether in contract or in tort including negligence on the part of the Company its servants or agents) arising out of or in
connection with any defects in the goods or any act omission neglect or default (whether or not the same constitutes a fundamental
breach of the contract or breach of a fundamental Term thereof) of the Company its servants or agents in the performance of the
Contract
b) Without prejudice to the generality of the foregoing nothing herein contained shall operate to exclude or restrict liability for breach of
any statutory rights against the Customer if he is dealing as a “consumer” as defined by Section 12 of the Unfair Contract Terms Act 1977.
c) Subject only to the provision of these Conditions no statement undertaking, warranty or condition expressed or implied by law trade
customer or otherwise shall apply to the Contract.
d) The Customer shall indemnify the Company on a full and unqualified basis against all actions claims or demands by third parties against
the Company howsoever arising directly or indirectly in respect of or in connection with the goods or the Contract by the Company to
supply the same upon these Conditions herein contained
e) Without prejudice to the foregoing the Company shall in no circumstances be liable for any loss damage costs or expenses which
exceed in the aggregate the Price under the Contract.
f) The Company shall not be responsible for any loss or damage to items belonging to the Customer (including mailing lists) held on the
Company’s premises.
g) Mailing lists may be ordered by the Company on behalf of and as agent for the Customer and shall be accepted by the Customer once
obtained by the Company. The Company shall have no liability in respect of the provision or contents of such lists and the Customer must
satisfy itself as to the suitability of a particular list for its purpose.
h) Mailing lists are supplied for one off use on a RENTAL BASIS and must not be copied or re-mailed without the express permission of the
owners of the list. All lists supplied by the Company are directly governed by the rules stipulated under the Data Protection Act and
Mailing Preference Service. The copyright will remain with the Company or its supplier.
Intellectual Property Rights
9. The Customer will indemnify the Company on a full and unqualified basis against all actions, proceedings, claims, costs, demands and
expenses brought or made against the Company or incurred by it as a result of work done at the Customer’s request in accordance with
designs or specifications furnished by the Customer and which involve or may involve the infringement of any letters patent, copyright
registered design, trade mark or other industrial or intellectual property rights.
Insolvency of Customer
10.a) This clause applies if:
i. the Customer makes any voluntary arrangement with its creditors or becomes subject to an administration order or (being an
individual or firm) becomes bankrupt or (being a company) goes into liquidation (otherwise than for the purposes of amalgamation or
reconstruction); or
ii. an encumbrance takes possession, or a receiver is appointed, of any of the property or assets of the Customer; or
iii. the Customer ceases, or threatens to cease, to carry on business; or
iv. the Company reasonably apprehends that any of the events mentioned above is about to occur in relation to the Customer and
notifies the Customer accordingly.
b) If this clause applies then, without prejudice to any other right or remedy to the Company, the Company shall be entitled to cancel the
Contract or suspend any further deliveries under the Contract without any liability to the Customer, and if the goods have been delivered
but not paid for the Price shall become immediately due and payable notwithstanding any previous agreement or arrangement to the
contrary.
Termination
11.a) Notwithstanding anything else contained herein this agreement may be terminated:
i. by the Company forthwith on giving notice in writing to the Customer if the Customer shall fail to pay any sum due under the terms of
this agreement (otherwise than as a consequence of any default on the part of the Company) and such sum remain unpaid for 14 days
after written notice from the Company that such sum has not been paid (such notice to contain a warning of the Company’s intention to
terminate); or
ii. by either party forthwith on giving notice in writing to the other if the other commits any serious breach of any term of this agreement
(other than any failure by the Customer to make any payment hereunder in which event the pro visions of paragraph i. above shall apply)
and (in the case of a breach capable of being remedied) shall have failed within 30 days after the receipt of a request in writing from the
other party so to do to remedy the breach (such request to contain a warning of such party’s intention to terminate).
b) Any termination of this agreement howsoever occasioned shall not affect any accrued rights or liabilities of either party nor shall it
affect the coming into force or the continuance in force or any provision hereof which is expressly or by implication intended to come
into or continue in force on or after such termination.
General
12.a) The Customer warrants that it has not relied on any oral representation made by the Company or upon any descriptions illustrations
or specifications contained in any catalogues and publicity material produced by the Company which are only intended to convey a
general idea of the products and goods.
b) No failure to exercise nor any delay in exercising on the part of the parties hereto any right or remedy here under shall operate as a
waiver thereof, nor shall any single or partial exercise of any right or remedy prevent any further or other exercise thereof or the exercise
of any other right or remedy. The rights and remedies herein provided are cumulative and not exclusive of any right or remedies provided
by law.
c) Each communication to be made herein shall be made in writing but, unless otherwise stated, may be made by tele facsimile or e-mail
or letter.
d) These Conditions and any Contract made subject to the same shall be governed by and construed in all respects in accordance with
English Law and the parties hereto irrevocably submit to the non exclusive jurisdiction of the English Courts.