Heckford

TERMS AND CONDITIONS

1. DEFINITIONS

• 1.1 When the following words with capital letters are used in these Terms, this is what they will mean:

  • (a) Event Outside Our Control: is defined in clause 12.2;
  • (b) Goods: the goods that We are selling to you as set out in the Order;
  • (c) Order: your order for the Goods and/or Services as set out overleaf;
  • (d) Product: the product We create for you as a result of the Services, as set out in the Order;
  • (e) Services: the services that We are providing to you as set out in the Order;
  • (f) Terms: the terms and conditions set out in this document; and
  • (g) We/Our/Us/The Company: Heckford Printers Limited, Company number 1402909, Head office 6 St. Mark’s Place, Preston, PR1 8TN.
  • (h) You/the client means a client of the company.

• 1.2 When We use the words “writing” or “written” in these Terms, this will include e-mail unless We say otherwise.

2. OUR CONTRACT WITH YOU

• 2.1 These terms and conditions together with our GDPR Data Privacy notice provide the basis upon which We supply Goods, Services, or both Goods and Services, to you.

• 2.2 Please ensure that you read these Terms and our GDPR Data Privacy Notice carefully. Check that the details on the Order and in these Terms are complete and accurate before you confirm acceptance and submit the Order. We will confirm any changes in writing to avoid any confusion between you and Us, no changes will be made unless confirmed in writing.

• 2.3 When you sign and submit the Order to Us, this does not mean We have accepted your order for Goods and/or Services. Our acceptance of the Order will take place as described in clause 2.4. If We are unable to supply you with the Goods and/or Services, We will inform you of this in writing and We will not process the Order.

• 2.4 These Terms will become binding on you and Us when We issue you with a written acceptance of an Order or when We contact you that We are able to provide you with the Services or the Goods, which We will also confirm in writing to you, at which point a contract will come into existence between you and Us.

• 2.5 If any of these Terms conflict with any term of the Order, the Order will take priority.

• 2.6 We may assign a job number to the Order and inform you of it when We confirm the Order. Please quote the job number if appropriate in all subsequent correspondence with Us relating to the Order.

• 2.7 Our website, catalogue and brochure are solely for the promotion of Our Goods in the UK.

• 2.8 The images of the Goods and Products on Our website or in Our catalogue or brochure are for illustrative purposes only. Although We have made every effort to display the colours accurately, We cannot guarantee that your computer’s display of the colours or the printed pictures accurately reflect the colour of the Goods. Your Goods may vary slightly from those images. Although We have made every effort to be as accurate as possible, because our Goods are bespoke and created by Us, colours capacities, dimensions and measurements indicated on our website or Our catalogue brochure or proposal document cannot be guaranteed.

3. CHANGES TO ORDER OR TERMS

• 3.1 We may revise these Terms from time to time in the following circumstances:

• (a) changes in how We accept payment from you;
• (b) changes in relevant laws and regulatory requirements; and/or

• (c) changes to the quoted specification due to circumstances outside Our control.

• 3.2 If We have to revise these Terms under clause 3.1, We will give you written notice of any changes to these Terms before they take effect.

• 3.3 Because the Goods and Products that we supply to You are bespoke you cannot cancel your Order once accepted by Us unless We agree in writing.

4. BESPOKE SERVICES

• 4.1 We make the Goods according to the Order.

• 4.2 You must make sure that your Order is correct and accurate. We cannot accept liability of any kind if there is a mistake in the Order that you have confirmed.

5. DELIVERY OF GOODS

• 5.1 Please note that timescales for delivery and delivery charges will vary and time is not of the essence unless specifically agreed in writing by a Director of the Company.

• 5.2 We will provide you with an estimated delivery date for the supply of Goods and Services or Products. Occasionally Our delivery to you may be affected by an Event Outside Our Control. See clause 12 for Our responsibilities when this happens.

• 5.3 If you have asked to collect the Goods from Our premises, you can collect the Goods from Us at any time during Our working hours of 9am to 5.30pm weekdays, other times strictly by appointment.

• 5.4 Delivery of an Order shall be completed when We deliver the Goods and Services or Products to You.

• 5.5 If We are not able to deliver the whole of the Order at one time due to operational reasons or shortage of stock, We will deliver the Order in instalments. We reserve the right to charge you extra delivery costs for this. Each instalment shall constitute a separate contract governed by these Terms. If We are late delivering an instalment or one instalment is faulty, that will not entitle you to cancel any other instalment.

• 5.6 The Goods will be your responsibility from the completion of delivery or from when you collect the Goods from Us.

• 5.7 You will only own the Goods once We have received payment in full. If we have licensed you to use or Products, Goods or Services you will never own them and you will be liable to deliver up the Goods and Products at the end of the Licence.

6. DUTY OF CONFIDENTIALITY

During the period of this Agreement and for a period of 1 year after both parties undertake:

• to keep the Confidential Information confidential;
• not to use the Confidential Information for any purpose except the performance of its obligations under this Agreement; and not to use the Confidential Information so as to procure any commercial advantage over the other party.
• to use the Confidential Information solely for the purposes of this agreement.

The obligations contained in this clause shall not apply to any Confidential Information which:

• is at the date of this Agreement or at any time after the date of this Agreement comes into the public domain other than through breach of this Agreement; or is required to be disclosed by any applicable law or regulation or by any governmental or administrative authority or by an order of any court of competent jurisdiction.

Each party undertakes to take all such steps as shall from time to time be necessary to ensure compliance with the provisions of Clause 6.0 by its employees, agents and sub-contractors. This clause 6 survive the termination of this contract for whatever reason.

7. DESIGN

• 7.1 We reserve the right to supply products with design and specification changes as technological development may require without prior notice.
  All drawings descriptions and forwarding specifications and particulars of products submitted are approximate only.

• 7.2 The descriptions and illustrations contained in quotes and other advertising of The Company are intended merely to present a general idea of the products described therein and shall not form part of the Contract.

• 7.3 Whilst every effort is made to ensure that the latest specification is available The Company reserves the right to incorporate new features and to supply Products which may not be strictly in accordance with the specification agreed upon, provided that any changes in specification shall not materially prejudice the performance of the Products.

• 7.4 This will then be presented to the Client for approval. All design work must be signed off by the Client. If You fail to the sign off the design then You will be liable for the full cost of this order provided that the Product or Goods comply with the terms of the Order. We will retain ownership of all Intellectual Property, you may only continue to use the same if we give permission in writing.

8. PROVIDING SERVICES

• 8.1 Any agreement for the continuing supply of services shall remain in force from year to year from the date services commence. Termination can be effected, for whatever reason, as follows:

  • By The Client: The Client may terminate the Agreement for whatever reason by giving not less than 3 months nor more than 6 months written notice to expire on the anniversary of the term and thereafter by not less than 3 months for more than 6 months written notice to expire on each subsequent anniversary.

  • By the company:
    By written notice forthwith:

    • If The Client commits any breach of the Agreement, including but not limited to, non payment of any fees when due.
    • If the Client goes into liquidation, bankruptcy, a voluntary arrangement with creditors whether formal or informal.
    • Has an Administrator, Administrative Receiver or Receiver appointed over any part of its assets or undertakings.
    • By one month’s written notice.

  On termination The Company reserves the right to delete any/all files previously held as part of the terminated, or connected, Services. Not deleted files may be returned to The Client at their request at the discretion of The Company upon payment of a fee to be notified to be notified to you.

  Pro-rata refunds will not be issued for services that are terminated before the end of the invoiced period.

• 8.2 We will need certain information from you that is necessary for Us to provide the Services, for example, as to the wording, style or presentation of advertisements or brochures. We will contact you about this. If you do not, after being asked by Us, provide Us with this information, or you provide Us with incomplete or incorrect information, We may make an additional charge of a reasonable sum to cover any extra work that is required or We may suspend the Services by giving you written notice, entirely at our discretion. We will not be liable for any delay or non-performance where you have not provided this information to Us after We have asked. If we suspend the Services under this clause 8.3 and 8.4 you may be required to pay for the Services while they are suspended, entirely at our discretion and this does not affect your obligation to pay for any invoices We have already sent you.

• 8.3 We may have to suspend the Services if We have to deal with technical problems, or to make improvements agreed between you and Us in writing to the Services. We will contact you to let you know in advance where this occurs, unless the problem is urgent or an emergency. You may still have to pay for the Services while they are suspended under this clause 8.4 and this does not affect your obligation to pay for any invoices We have already sent you.

• 8.4 If you do not pay Us for the Services when you are required to as set out in clause 10.5, We may suspend the Services with immediate effect until you have paid Us the outstanding amounts. We will contact you to tell you this. This does not affect Our right to charge you interest under clause 10.7, nor your liability to pay for the Services supplied to date and for any outstanding invoices.

• 8.5 If We design the Product for you, We will own the copyright, design right and all other intellectual property rights in the Product and any drafts, drawings or illustrations We make in connection with the Product for you.

• 8.6 We may be under an obligation to comply with deadlines issued by third parties such as advertisers (copy deadlines). You agree that you will help us to comply with any copy deadlines by providing proofs, approvals, consents and/or information that we require. If we have to approve a copy deadline without your consent because of any failure on your part to comply with a deadline that we have imposed we will not be liable for any inaccuracies and you will be liable to pay our invoice in full.

9. SUBCONTRACTING

If necessary The Company reserves the right, and The Client hereby agrees, to allow the use of sub-contractors or agents to work on any aspect of the products goods or services.

10. PRICE AND PAYMENT

• 10.1 The price of the Goods, Products and/or the Services will be set out in writing at the time that We confirm your Order. Our prices may change at any time, but price changes will not affect Orders that We have confirmed with you.

• 10.2 These prices will normally exclude VAT unless otherwise stated. If the rate of VAT changes between the date of the Order and the date of delivery or performance, We will adjust the rate of VAT that you pay, unless you have already paid for the Goods and/or Services in full before the change in the rate of VAT takes effect.

• 10.3 Unless otherwise stated the prices for the Goods exclude delivery costs, which will be added to the total amount due.

• 10.4 Where We are providing Goods to you, you must make payment in accordance with these terms and conditions.

• 10.5 Where We are providing Services to you, We may ask you to make an advance payment of as notified on the Quotation and/or Order. We will invoice you for the balance of the Services on or any time after We have performed the Services or We will invoice you periodically as agreed in advance unless otherwise stated for the Services until the Services are completed. Each invoice will quote the Order number. You must pay each invoice in cleared monies within 30 calendar days at the date of invoice.

• 10.6 If you do not make any payment due to Us by the due date for payment, We may charge interest to you on the overdue amount at the rate of 8% a year above the base lending rate of Barclays Bank plc from time to time. This interest shall accrue on a daily basis from the due date until the date of actual payment of the overdue amount, whether before or after judgment. You must pay Us interest together with any overdue amount.

• 10.7 However, if you dispute an invoice in good faith and contact Us to let Us know promptly after you have received an invoice that you dispute it we may, in our absolute discretion, suspend the interest charge for such period as we think fit.

• 10.8 The Company reserves the right to charge interest and compensation on late payments in accordance with the Late Payment of Commercial Debts Act 1998 (amended 2002).

11. LIABILITY AND INSURANCE

• 11.1 Nothing in these terms and conditions shall exclude or limit liability for death or personal injury resulting from the negligence of either party or their servants, agents or employees.

• 11.2 Neither party shall be liable to the other for loss of profits, business, or contracts or any other indirect of consequential loss caused in any way by some act or admission committed in connection with this Agreement whether arising from negligence, breach of contract or otherwise.

• 11.3 We exclude all conditions, terms, representations other than fraudulent or negligent representations, and warranties relating to the goods and/or services whether imposed by statute or by operation of Law or otherwise, that are not expressly stated herein, including without limitation, the implied warranties of satisfaction, quality and fitness for a particular purpose.

• 11.4 Except as provided above in the case of personal injury and death, The Company’s maximum liability to The Client for any cause whatsoever (whether in the form of the additional cost of remedial services or otherwise, will be for direct cost and damages only, and will be limited to the price agreed for the provision of the goods and/or services.

• 11.5 The Client confirms and agrees that The Company is under no liability to it whatsoever for any indirect, incidental or consequential damages, loss, whether by The Client or a third party making a claim on The Client in respect of any interruptions, delays, inaccuracies, errors, omissions or failures at any time in respect of the service. The Client undertakes to indemnify The Company in respect of any such claim by a third party through or against The Client.

• 11.6 We are not responsible for the cost of repairing any pre-existing faults or damage to your property that We discover in the course of installation and/or performance by Us.

• 11.7 You agree not to use the Goods and/or Services or Product for any re-sale purpose.

12. FORCE MAJEURE

• 12.1 We will not be liable or responsible for any failure to perform, or delay in performance of, any of Our obligations under these Terms that is caused by an Event Outside Our Control.

• 12.2 An Event Outside Our Control means any act or event beyond Our reasonable control, including without limitation strikes, lock-outs or other industrial action by third parties, civil commotion, riot, invasion, terrorist attack or threat of terrorist attack, war (whether declared or not) or threat or preparation for war, fire, explosion, storm, flood, earthquake, subsidence, epidemic or other natural disaster, or failure of public or private telecommunications networks.

• 12.3 If an Event Outside Our Control takes place that affects the performance of Our obligations under these Terms:

  • (a) We will contact you as soon as reasonably possible to notify you; and
  • (b) Our obligations under these Terms will be suspended and the time for performance of Our obligations will be extended for the duration of the Event Outside Our Control. Where the Event Outside Our Control affects Our delivery of Goods to you, We will arrange a new delivery date with you after the Event Outside Our Control is over. Where the Event Outside Our Control affects Our performance of Services to you, We will restart the Services as soon as reasonably possible after the Event Outside Our Control is over.

13. SUSPENSION OF OUR SERVICES

• 13.1 Without prejudice to The Company’s right under clause 10 The Company reserves the right to suspend any or all of its Services to The Client, including but not limited to; design, print, media, exhibitions and signage, web/email hosting, access to systems and web development work, in the event of:

  • Failure of The Client to make any payment to The Company on its due date for payment on any amount invoiced to The Client by The Company.
  • The Client failing to sign off on Goods, Products or Services within a reasonable time of being asked to do so, the definition of reasonable time being solely in the discretion of the company.

• 13.2 In the event of a suspension under clause 13.1 The Company shall have no liability for any direct, indirect, consequential costs incurred by The Client or third party.

• 14.1 If We have to cancel an Order for Products, Goods and/or Services before the supply of such start or are delivered:

  • (a) We may have to cancel an Order before the start date for the Services or before the Goods are delivered, due to an Event Outside Our Control or the unavailability of stock or (in the case of Services) key personnel or key materials without which We cannot provide the Services. We will promptly contact you if this happens.
  • (b) If We have to cancel an Order under clause 14.1 (a) and you have made any payment in advance for Services that have not been provided to you, or Goods that have not been delivered to you, We will refund these amounts to you less handling/re-stocking fee such amount to be notified to you.
  • (c) Where We have already started work on your Order for Goods and Products and/or have supplied Services by the time We have to cancel under clause14.1 (a) We will charge you only for what we have supplied.

14. CANCELLATION

• 14.1 If We have to cancel an Order for Products, Goods and/or Services before the supply of such start or are delivered:

  • (a) We may have to cancel an Order before the start date for the Services or before the Goods are delivered, due to an Event Outside Our Control or the unavailability of stock or (in the case of Services) key personnel or key materials without which We cannot provide the Services. We will promptly contact you if this happens.
  • (b) If We have to cancel an Order under clause 14.1 (a) and you have made any payment in advance for Services that have not been provided to you, or Goods that have not been delivered to you, We will refund these amounts to you less handling/re-stocking fee such amount to be notified to you.
  • (c) Where We have already started work on your Order for Goods and Products and/or have supplied Services by the time We have to cancel under clause14.1 (a) We will charge you only for what we have supplied.

15. OTHER IMPORTANT TERMS

• 15.1 We may transfer Our rights and obligations under these Terms to another organisation, and We will always notify you in writing if this happens, but this will not affect your rights or Our obligations under these Terms.

• 15.2 You may not transfer the benefit of the guarantee to any purchaser of your property. unless We agree in writing.

• 15.3 This contract is between you and Us. No other person shall have any rights to enforce any of its terms.

• 15.4 Each of the paragraphs of these Terms operates separately. If any court or relevant authority decides that any of them are unlawful, the remaining paragraphs will remain in full force and effect.

• 15.5 If We fail to insist that you perform any of your obligations under these Terms, or if We do not enforce Our rights against you, or if We delay in doing so, that will not mean that We have waived Our rights against you and will not mean that you do not have to comply with those obligations. If We do waive a default by you, We will only do so in writing, and that will not mean that We will automatically waive any later default by you.

• 15.6 We will process personal data in accordance with our Data Privacy Notice which you have read and understood.

• 15.7 These Terms are governed by English law. You and We both agree to submit to the non-exclusive jurisdiction of the English courts. However, if you are a resident of Northern Ireland you may also bring proceedings in Northern Ireland, and if you are a resident of Scotland, you may also bring proceedings in Scotland.