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AGREED TERMS OF CONTRACT

These terms and conditions shall apply to and be incorporated into the Contract and prevail over any inconsistent terms or conditions contained within or referred to in any document issued by the Customer, or implied by law, trade custom, practice or course of dealing.

Specifically when a Contract for the supply of Work is established on these Agreed Terms, the Customer’s standard terms and conditions (if any) attached to, enclosed with or referred to in any Purchase Order, other document or written communication shall not govern the Contract.

DEFINITIONS:
a) Agreed Terms: Legally binding terms and conditions that apply to the Contract.
b) Content: Illustrations, photographs, other non-textual materials and text to be printed.
c) Contract: The Order Confirmation document and these Agreed Terms of Contract.
d) Customer: A person, company or organisation that purchases Work from Disruptive Printing Limited.
e) Defective Goods: Goods that have not been supplied in accordance with the Specification.
f) Delivery: Presentation of Goods to the curbside at the Customers nominated delivery address.
g) Dispatched: Point in time when Goods leave Disruptive Printing Limited’s Premises.
h) Disruptive Printing Limited: A company incorporated in England with company number 08556025.
i) Goods: All finished products supplied by Disruptive Printing Limited.
j) Order Confirmation: The Order Confirmation document issued by Disruptive Printing Limited.
k) Payment Terms: Specific conditions of payment that apply to the Contract.
l) Price: The specific sum of money for which Disruptive Printing Limited agrees to sell Work.
m) Premises: 6 Sheepscar Court, Northside Business Park, Leeds. West Yorkshire. LS7 2BB.
n) Purchase Order: A written order instruction for Work that is issued by the Customer.
o) Quotation: A written proposal issued by Disruptive Printing Limited which details Work to be carried out, Specification of Goods, Price, Payment Terms and the estimated time for completion.
p) Specification: The specific characteristics of Goods as detailed in the Order Confirmation.
q) VAT: Value Added Tax to be charged at the applicable rate for all Work supplied.
r) Work: All Goods and services supplied by Disruptive Printing Limited.
s) Writing: Written communications, including letters and email.

1. QUOTATIONS & PRICING
1.1. Disruptive Printing Limited issues all Quotations on the basis that no Contract shall come into existence except in accordance with clause 2.
1.2. Price is based on cost of production at the time of Quotation and is subject to amendment at any time thereafter, where such amendment is required in order to meet an increase in production costs.
1.3. Unless specifically stated otherwise, all Prices are quoted excluding tax. Disruptive Printing Limited reserves the right to charge and the Customer will pay any VAT or other tax charged for Work.
1.4. All Work that is carried out at the Customer request after the Contract is established, whether experimental or otherwise, shall be charged as an extra to the contracted Price.
1.5. Any additional Work required by reason of the Customer supplying inadequate artwork or incomplete/incorrect instructions or materials shall be charged as an extra to the contracted Price.

2. ORDERS
2.1. Purchase Orders are only accepted and confirmed when communicated in Writing.
2.2. Following receipt of a Purchase Order, Disruptive Printing Limited shall issue an Order Confirmation that details Work to be carried out, Specification of Goods, Price, Payment Terms and the approximate time for completion.
2.3. Any changes to the Order Confirmation that are required by the Customer must be communicated to Disruptive Printing Limited in writing, within 24 hours and specifically before any Work commences.
2.4. If the Customer requests changes to an Order Confirmation; Disruptive Printing Limited shall confirm the original Work order is cancelled and shall issue a revised Order Confirmation.
2.5. Together, the Order Confirmation and the Agreed Terms form the Contract agreement between Disruptive Printing Limited and the Customer.
2.6. Work detailed in the Order Confirmation will automatically commence 24 hours after the Order Confirmation document is issued to the Customer.
2.7. Variation to the Agreed Terms or Specification is not permitted after Work has commenced and the contracted Work will progress to completion as detailed in the Order Confirmation.
2.8. Cancellation of the Work order is not permitted after Work has commenced and the contracted Work will progress to completion as detailed in the Order Confirmation.

3. SPECIFICATION, PROOFS AND VARIATIONS
3.1. The suitability of the Specification of Goods is the sole responsibility of the Customer. Disruptive Printing Limited shall have no liability as to the suitability of the Specification of any Goods.
3.2. Whenever practical, a proof will be submitted to the Customer for approval of the Content to be printed.
Unless otherwise agreed in Writing, the production of Goods will not progress without the Customer’s written confirmation that the proof has been approved.
3.3. The approval of proofs is the sole responsibility of the Customer. Disruptive Printing Limited shall have no liability for any Goods that are supplied to the approved proof Content.
3.4. Due to differences in equipment, paper, inks and other conditions between colour proofing and production printing, any colour variation between proofs and the Goods supplied will be deemed acceptable unless specific colour tolerances have been agreed in the Order Confirmation.
3.5. If the Customer requests amendments that necessitate additional proofs, production of such proofs shall be charged as an extra to the contracted Price.
3.6. Where the Customer specifically waives the requirement to examine and approve proofs, the Customer will indemnify Disruptive Printing Limited against any and all errors in the Goods supplied.
3.7. Every endeavor will be made to accurately supply Goods in the quantity ordered. However variation is inherent in the print process and it is accepted that minor variations of ±5% are immaterial and that Disruptive Printing Limited shall have no liability in respect of such variations.
3.8. In the absence of specific agreement, colour balance will be at the sole discretion of Disruptive Printing Limited.
3.9. All reasonable efforts shall be made to obtain the best possible colour reproduction on Goods supplied. However variation is inherent in the print process and it is accepted that Disruptive Printing Limited shall have no liability for any colour or texture variation between the Goods supplied and the Customer’s reference photograph, transparency, proof, electronic graphic file, printed matter or any other materials provided by the Customer.

4. DELIVERY
4.1. Unless otherwise agreed in Writing, the Price of the Goods will be quoted “ex-works” and Delivery shall be charged extra.
4.2. If Delivery of Goods is agreed, the method of Delivery will be at the sole discretion of Disruptive Printing Limited.
4.3. Delivery dates are provided only as a guide and whilst Disruptive Printing Limited will make every effort to adhere to estimated Delivery dates, time is not of the essence in any Contract with the Customer.
4.4. Delivery will be to the curbside at the Customers nominated address. The Customer will arrange for off-loading and any additional transport into its storage facility at its own cost.
4.5. If for any reason Delivery is delayed by the Customer or is unable to be completed when tendered at the Customers nominated address, all additional costs arising, including but not limited to waiting time, the redirection of Goods to a storage facility, storage and Delivery will be charged as an extra to the contracted Price.
4.6. The risk in the Goods shall pass to the Customer at the point the Goods are Dispatched and the Customer will insure accordingly. Disruptive Printing Limited shall have no liability for any loss or damage to Goods after they are Dispatched.
4.7. Delivery of the Work shall be accepted when tendered.

5. CLAIMS AND LIABILITY
5.1. Disruptive Printing Limited‘s liability arising out of this contract shall not extend to the Customer’s indirect loss, consequential loss, loss of profits or third party claims.
5.2. Any Defective Goods supplied to the Customer must be notified to Disruptive Printing Limited in Writing within 7 working days of the date of dispatch. Disruptive Printing Limited shall not be liable in respect of any claim for damaged or Defective Goods unless such written notification has been made.
5.3. Advice of loss of Goods in transit or non-delivery to the Customer must be notified to Disruptive Printing Limited in Writing within 7 working days of the date of dispatch. Disruptive Printing Limited shall not be liable in respect of any claim for loss or non-delivery of Goods unless such written notification has been made.
5.4. All Goods supplied, whether collected or delivered, must be checked immediately upon receipt. Marking a delivery note “unchecked” does not absolve the Customer of their obligation to notify Disruptive Printing Limited of any Defective Goods supplied within the time specified in clause 5.2.
5.5. Insofar as is permitted by law, where Goods supplied are defective for any reason, including negligence, Disruptive Printing Limited’s liability (if any) shall be limited to replacing the Defective Goods with Goods that meet the agreed Specification, or crediting the pro-rata value of Defective Goods against any invoice raised in respect of the contracted Work.

5.6. Where Disruptive Printing Limited proposes to replace any Defective Goods supplied, the Customer will agree to accept the proposal as a satisfactory remedy.
5.7. Disruptive Printing Limited may at its sole discretion, elect to provide a credit for the pro-rata value of any Defective Goods supplied against any invoice raised in respect of the contracted Work. Where Disruptive Printing Limited proposes to remedy the supply of Defective Goods by providing a credit for the pro-rata value of the Defective Goods, the Customer will accept such credit as a satisfactory remedy and consider the credit value to be full and final settlement of any claim.
5.8. Where Disruptive Printing Limited performs its obligations to replace Defective Goods under clause 5.6, Disruptive Printing Limited shall not be liable for any indirect loss, consequential loss or third party claims occasioned by the supply of Defective Goods and the Customer shall not be entitled to any further claim nor be entitled to repudiate the contract, refuse to pay for the Work or cancel further deliveries.
5.9. All Defective Goods must be returned to Disruptive Printing Limited before replacement Goods can be produced or delivered to the Customer. If the Defective Goods are not available to be returned to Disruptive Printing Limited it will be considered that the Customer has accepted the Defective Goods and no replacement Goods or credit will be due or provided with respect to the Defective Goods.
5.10. If the Customer elects to have any Defective Goods replaced by any third party, the Customer automatically revokes the right to any remedy, including but not exclusively
any right to a credit.
5.11. Disruptive Printing Limited shall not be liable for indirect loss, consequential loss, loss of profit or third party claims occasioned by any delay in completing the Goods or for any loss to the Customer arising from delay in Delivery, whether as a result of Disruptive Printing Limited’s negligence or otherwise.
5.12. Where the Goods will be forwarded by or on behalf of the Customer to a third party for further processing, the Customer will be deemed to have accepted, inspected and approved the Goods prior to forwarding and Disruptive Printing Limited will have no liability for any claims arising subsequent to any third party processing. 5.13. Nothing in these conditions shall exclude Disruptive Printing Limited’s liability for death or personal injury as a result of its negligence.

6. PAYMENT
6.1. Title in Goods shall only transfer to the Customer when the full invoice value has been paid.
6.2. Payment shall become due before Delivery of the contracted Work.
6.3. Disruptive Printing Limited, may at its sole discretion, request part or full payment before commencing the contracted Work.
6.4. Disruptive Printing Limited, may at its sole discretion establish a credit account for the Customer. Credit accounts are subject to provision of two satisfactory trade references and a bank reference.
6.5. Payment Terms for credit account Customers will be 30 days from the date of invoice. The Customer will pay all invoices in full within the Payment Terms and agrees that any invoices which remain unpaid after the due date will be liable to a surcharge for late payment of 5% per month or part thereof (in accordance with s5A and/or S6 of the Late Payment Commercial Debt Act 1998 or any subsequent enactment).
6.6. Disruptive Printing Limited reserves the right to withdraw credit facilities at any time and without requirement to provide any reason to the Customer for so doing. In such event, all invoices will become due and payable immediately.
6.7. Should the Work be suspended or delayed by the Customer for any reason Disruptive Printing Limited shall be entitled to charge for storage and for loss or wastage of resources that cannot otherwise be used. Any such charges will be added to the contracted Price.
6.8. Should the suspension or delay extend beyond 30 days, Disruptive Innovation shall be entitled to immediate payment for Work already carried out, materials specially ordered and any other additional costs.
6.9. The Customer agrees that any charges arising under clauses 1.4, 1.5, 3.5, 4.5, 6.5, 6.7 and 7.3 will be automatically added to the invoice for contracted Work raised by Disruptive Printing Limited and the Customer will pay all additional charges in full and without deduction or delay.

7. MATERIALS SUPPLIED OR SPECIFIED BY THE CUSTOMER
7.1. The Customer has sole responsibility to assure the Content accuracy and maintain a copy of any original electronic file provided to Disruptive Printing Limited.
7.2. Disruptive Printing Limited shall not assure the Content accuracy of any electronic file supplied by the Customer and shall have no liability for any errors or omissions subsequently identified.
7.3. Without prejudice to clause 7.2 if an electronic file is not suitable for outputting on equipment normally adequate for such purposes without corrective action, Disruptive Printing Limited may charge for any additional Work required as an extra to the contracted Price or may reject the file without prejudice to its rights to payment for Work done/material purchased.
7.4. All property supplied to Disruptive Printing Limited by or on behalf of the Customer, shall while it is in the possession of Disruptive Printing Limited or in transit to or from the Customer be deemed to be at Customer’s risk and the Customer will insure accordingly.
7.5. Disruptive Printing Limited shall be entitled to charge for the storage of any Customer property received before Work commences and after notification to the Customer of completion of the Work.
7.6. The risk in the Work and all Goods delivered in connection with the Work shall pass to the Customer on Dispatch and the Customer will insure accordingly.
7.7. On completion of the Work, Disruptive Printing Limited will store the Customer’s Goods and Work for a maximum of one month, after which time they will be destroyed without further notice or any liability.

8. INSOLVENCY
8.1. If the Customer ceases to pay its debts in the ordinary course of business or cannot pay its debts as they become due or being a company is deemed to be unable to pay its debts or has a winding-up petition issued against it or being a person commits an act of bankruptcy or has a bankruptcy petition issued against it, Disruptive Printing Limited without prejudice to other remedies shall:
8.1.1. have the right not to proceed further with the Contract or any other Work for the Customer and be entitled to charge for Work already carried out (whether completed or not) and materials purchased for the Customer, such charge to be an immediate debt due to Disruptive Printing Limited; and
8.1.2. in respect of all unpaid debts due from the Customer have a general lien on all Goods and Property in Disruptive Printing Limited’s possession (whether worked on or not) and shall be entitled on the expiration of 14 days notice to dispose of such Goods or Property in such manner and at such price as Disruptive Printing Limited thinks fit and to apply the proceeds towards such debts; and
8.1.3. have the right to take the Goods back from the Customer, and if necessary to enter the Customer’s premises to do so and/or label the Goods so as to identify them clearly; and
8.1.4. if the Customer shall sell the Goods before they have been paid for in full, the Customer shall hold the proceeds of sale on trust for Disruptive Printing Limited in a separate account until any sum owing has been discharged from such proceeds.

9. ILLEGAL MATTER
9.1. Disruptive Printing Limited shall not be required to print any matter which in its opinion is or may be of an illegal or libelous nature or an infringement of the proprietary or other rights of any third party.
9.2. Without prejudice to clause 9.1 above, the Customer shall indemnify and hold Disruptive Printing Limited harmless against all claims, demands, costs, expenses (including but not limited to legal costs and disbursements), losses and damages arising from or suffered or incurred by reason of the Work it is required to produce pursuant to a Customer order being or alleged to be defamatory.

10. DATA PROTECTION
10.1. The Customer is hereby informed that Disruptive Printing Limited may transfer personal information about the Customer to a credit agency pursuant to clause 6.

11. FORCE MAJEURE
11.1. Disruptive Printing Limited shall have no liability if it shall be unable to perform any obligation which is owed by it to the Customer for any reason beyond its control including (without limiting the foregoing) Act of God, legislation, war, fire, flood, drought, failure of power supply, lock-out, strike or other action taken by employees in contemplation or furtherance of a dispute or owing to any inability to procure materials required for the performance of the Contract.
11.2. During the continuance of such a contingency the Customer may by written notice to Disruptive Printing Limited elect to terminate the Contract and pay for Work done and materials used, but subject thereto shall otherwise accept Delivery when available.

12. SEVERABILITY AND WAIVER
12.1. In the event that any or one of these terms and conditions shall be found to be void but would be valid if some part thereof were deleted or the period or area of application reduced, such term shall apply with such modification as may be necessary to make it valid and effective.
12.2. Failure by Disruptive Printing Limited to enforce these terms and conditions or any one of them shall not be regarded as a waiver of these terms and conditions.

13. VARIATION TO TERMS AND CONDITIONS
13.1. These terms and conditions may be amended from time to time. The latest version of these terms and conditions may be accessed at: www.disruptive-printing.co.uk/terms

14. LAW
14.1. These terms and conditions and all other express terms of the Contract with Customer shall be governed and construed in accordance with English law. English Courts shall have jurisdiction in relation to any matters arising in connection with any Contract between Disruptive Printing Limited and the Customer into which these terms are incorporated.