Rollup & Popup Stands / Wide Format Print : Terms of Trade

Updated 5-Dec-2009

Definitions
1. "Company" shall mean Vuepoint Limited its successors and assigns or any person acting on behalf of and with the authority of Vuepoint Limited.
2. "Client" shall mean the person or entity described as such on the invoices, application for credit, quotation, work authorisation or any other forms to which these terms and conditions apply, and shall mean any person acting on behalf of and with the authority of such person or entity.
3. "Guarantor" means that person (or persons), or entity, who agrees to be liable for the debts of the Client on a principal debtor basis.
4. "Goods" shall mean Goods supplied by the Company to the Client (and where the context so permits shall include any supply of Services as hereinafter defined) and are as described on the invoices, quotation, work authorisation or any other forms as provided by the Company to the Client.
5. "Services" shall mean all services supplied by the Company to the Client and includes any advice or recommendations (and where the context so permits shall include any supply of Goods as defined above).
6. "Price" shall mean the cost of the Goods and/or Services as agreed between the Company and the Client subject to clause 3 of this contract.
Acceptance
1. Any instructions received by the Company from the Client for the supply of Goods and/or Services and/or the Client's acceptance of Goods and/or Services supplied by the Company shall constitute acceptance of the terms and conditions contained herein.
2. Where more than one Client has entered into this agreement, the Clients shall be jointly and severally liable for all payments of the Price.
3. Upon acceptance of these terms and conditions by the Client the terms and conditions are irrevocable and can only be amended with the written consent of the Company.
4. The Client undertakes to give the Company at least fourteen (14) days notice of any change in the Client's name, address and/or any other change in the Client's details.
Price And Payment
1. At the Company's sole discretion the Price shall be either;
  - (a)as indicated on invoices provided by the Company to the Client in respect of Goods and/or Services supplied; or
  - (b)the Company's quoted Price (subject to clause 3.2) which shall be binding upon the Company provided that the Client shall accept the Company's quotation in writing within thirty (30) days.
2. The Company reserves the right to change the Price in the event of a variation to the Company's quotation.
3. At the Company's sole discretion a deposit may be required.
4. Time for payment for the Goods and/or Services shall be of the essence and will be stated on the invoice or any other forms. If no time is stated then payment shall be due thirty (30) days following the date of the invoice.
5. At the Company's sole discretion:
  - (a)payment for Printing Services shall be due in cash on delivery of the Goods and/or Services; and
  - (b)payment for Web design Services shall be made by instalments in accordance with the following Company's payment schedule as detailed hereunder:
    - (i)40% of the total Payment shall be due upon Sign off; and
    - (ii)40% of the total Payment shall be due upon completion; and
    - (iii)the 20% balance Payment shall be due 30 days from date of completion.
6. The Company's quotation does not include work, time or charges outside the scope of the work detailed.
7. When quotations are based on specifications, roughs, layouts, samples or dummies or printed, typewritten or other good copy, any extra work or cost caused by any variation by the Client of his original instructions or by the manuscript copy being, in the Company's opinion, poorly prepared or by the Client's requirements being different from those originally submitted or described may be charged to the Client and shown as extras on the invoice.
8. All work carried out whether experimentally or otherwise at the Client's request will be charged to the Client.
9. Any tabulated work and/or foreign language included in the job but not contained in the manuscript originally submitted for the purpose of estimating may be charged to the Client and shown as extras on the invoice.
10. All extra work caused by author's corrections including resetting and/or the over-running of composition may be charged to the Client and shown as extras on the invoice.
11. Unless otherwise agreed, the Client shall bear the cost of fonts, or colour proofs, or artwork, specially bought at his request for his work.
12. When style, type or layout is left to the Company's judgement, then the Client makes further alterations to the copy this will be invoiced as an extra.
13. Payment will be made by cash, or by cheque, or by bank cheque, or by credit card, or by direct credit, or by any other method as agreed to between the Client and the Company.
14. VAT and other taxes and duties that may be applicable shall be added to the Price except when they are expressly included in the Price.
Delivery Of Goods
1. The Company may choose to estimate a completion date for a Client's project. Every effort shall be made by the Company to meet all deadlines but no guarantee is offered by the Company. The Company shall not be liable for any loss or damage, including but not limited to loss of profit, suffered due to a project being completed after the estimated completion date.
2. At the Company's sole discretion delivery of the Goods and/or Services and shall take place when the Client takes possession of the Goods and/or Services at the Client's address (in the event that the Goods are delivered by the Company or the Company's nominated carrier).
3. At the Company's sole discretion the costs of delivery are;
  - (a)included in the Price for orders, the total invoice Price of which is more than €199.00 , or
  - (b)for the Client's account for orders, the total invoice Price of which is less than € 199.00.
5. The Client shall make all arrangements necessary to take delivery of the Goods and/or Services whenever they are tendered for delivery. In the event that the Client is unable to take delivery of the Goods and/or Services as arranged then the Company shall be entitled to charge a reasonable fee for redelivery.
6. Delivery of the Goods and/or Services to a third party nominated by the Client is deemed to be delivery to the Client for the purposes of this agreement.
7. The failure of the Company to deliver shall not entitle either party to treat this contract as repudiated.
8. The Company shall not be liable for any loss or damage whatever due to failure by the Company to deliver the Goods and/or Services (or any of them) promptly or at all.
Risk
1. If the Company retains ownership of the Goods nonetheless, all risk for the Goods passes to the Client on delivery.
2. If any of the Goods are damaged or destroyed following delivery but prior to ownership passing to the Client, the Company is entitled to receive all insurance proceeds payable for the Goods. The production of these terms and conditions by the Company is sufficient evidence of the Company's rights to receive the insurance proceeds without the need for any person dealing with the Company to make further enquiries.
Title
1. It is the intention of the Company and agreed by the Client that ownership of the Goods and/or Services shall not pass until:
  - (a)the Client has paid all amounts owing for the particular Goods and/or Services, and
  - (b)the Client has met all other obligations due by the Client to the Company in respect of all contracts between the Company and the Client.
2. Receipt by the Company of any form of payment other than cash shall not be deemed to be payment until that form of payment has been honoured, cleared or recognised and until then the Company's ownership or rights in respect of the Goods and/or Services shall continue.
3. It is further agreed that:
  - (a)until such time as ownership of the Goods and/or Services shall pass from the Company to the Client the Company may give notice in writing to the Client to return the Goods and/or Services or any of them to the Company. Upon such notice the rights of the Client to obtain ownership or any other interest in the Goods and/or Services shall cease; and
  - (b)the Client shall not charge the Goods and/or Services in any way nor grant nor otherwise give any interest in the Goods and/or Services while they remain the property of the Company.
Client's Disclaimer
1. The Client hereby disclaims any right to rescind, or cancel the contract or to sue for damages or to claim restitution arising out of any misrepresentation made to the Client by the Company and the Client acknowledges that the Goods and/or Services are bought relying solely upon the Client's skill and judgment.
Defects
1. The Client shall inspect the Goods and/or Services on delivery and shall within seven (7) days notify the Company of any alleged defect, shortage in quantity, damage or failure to comply with the description or quote. The Client shall afford the Company an opportunity to inspect the Goods and/or Services within a reasonable time following delivery if the Client believes the Goods and/or Services are defective in any way. If the Client shall fail to comply with these provisions the Goods and/or Services shall be presumed to be free from any defect or damage. For defective Goods and/or Services, which the Company has agreed in writing that the Client is entitled to reject, the Company's liability is limited to either (at the Company's discretion) replacing the Goods and/or Services or repairing the Goods and/or Services.
2. Whilst every care is taken by the Company to carry out the instructions of the Client, it is the Client's responsibility to undertake a final proof reading of the Goods. The Company shall be under no liability whatever for any errors made by the Client in the final proof reading.
3. Goods printed or made to special order, Client specification or non-catalogue items are under no circumstances acceptable for credit or return. Cancellation of orders for printed or special or non-catalogue items will definitely not be accepted, once these orders are in production.
Returns
1. Returns will only be accepted provided that:
  - (a)the Client has complied with the provisions of clause 8.1; and
  - (b)the Company has agreed in writing to accept the return of the Goods; and
  - (c)the Goods are returned at the Client's cost within ten (10) days of the delivery date; and
  - (d)the Company will not be liable for Goods which have not been stored or used in a proper manner; and
  - (e)the Goods are returned in the condition in which they were delivered and with all packaging material, brochures and instruction material in as new condition as is reasonably possible in the circumstances.
2. The Company may (in its discretion) accept the return of Goods for credit or refund but this may incur a handling fee of 50% of the value of the returned Goods plus any freight.
Warranty
1. For Goods not manufactured by the Company, the warranty shall be the current warranty provided by the manufacturer of the Goods. The Company shall not be bound by nor responsible for any term, condition, representation or warranty other than that which is given by the manufacturer of the Goods.
2. The Company is under no obligation to provide samples of Goods ordered other than by virtual (computerised) sample. Whilst every effort will be taken by the Company to match virtual colours with physical colours, the Company will take no responsibility for any variation between virtual sale samples and either the virtual sale sample displayed on the Client's computer and/or the final product. Should a physical sample be required this will be provided on request by the Client and will be charged for as an extra including return freight, the charge will be contra against final invoice.
3. The Company shall not be held liable for inks wearing off through general wear and tear.
4. Once accepted by the Client, the Company's written quotation shall be deemed to interpret correctly the Client's instructions, whether written or verbal. Where verbal instructions only are received from the Client, the Company shall not be responsible for errors or omissions due to oversight or misinterpretation of those instructions.
Sale of Goods Act 1893 and Sale of Goods and Supply of Services Act 1980
1. This agreement is subject to the provisions of the Sale of Goods Act 1893 and the Sale of Goods and Supply of Services Act 1980 in all cases except where the Client is contracting within the terms of a trade/business (which cases are specifically excluded).
2. Notwithstanding clause 11.1 nothing in this agreement is intended to have the effect of contracting out of any applicable provisions of the Sale of Goods Act 1893 (in particular sections 12-15), or the Sale of Goods and Supply of Services Act 1980, or any laws or legislation governing the rights of consumers, except to the extent permitted by those Acts laws or legislation.
3. In particular where the Client buys Goods and/or Services as a consumer the provisions of Clauses 8, 9 and 10 above shall be subject to any laws or legislation governing the rights of consumers.
Intellectual Property
1. Drawings, sketches, painting, photographs, designs or typesetting furnished by the Company, dummies, models or the like devices made or procured and manipulated by the Company and negatives, positives, blocks, engravings, stencils, dies, plates or cylinders made from the Company's original design, or from a design furnished by the Client, remain the exclusive property of the Company unless otherwise agreed upon in writing. They shall not be used for any purpose other than that nominated by the Company and no ideas obtained there from may be used without the consent of the Company.
2. Disks, artwork and film supplied by the Client and/or other authorised persons remain the property of the Client. Unless otherwise indicated in writing the Company shall assume these disks, artwork and film to be duplicate copies of the original.
3. Where the Company has designed or drawn Goods for the Client then the Client undertakes to acknowledge the Company's design or drawings in the event that images of the Goods are utilised in advertising or marketing material by the Client.
4. Where the Company has provided computer software and documentation, the Company retains ownership of the computer software and documentation, but grants a licence to the Client for use of the computer software and documentation. The Client will use any third-party software supplied by the Company, and identified as such, strictly in terms of the licence under which it is supplied.
5. The Client warrants that all designs or instructions to the Company will not cause the Company to infringe any patent, registered design or trademark in the execution of the Client's order.
6. The Client hereby authorises the Company to utilise images of the Goods designed or drawn by the Company in advertising, marketing, or competition material by the Company.
Default & Consequences of Default
1. Interest on overdue invoices shall accrue from the date when payment becomes due daily until the date of payment at a rate of 2.5% per calendar month and such interest shall compound monthly at such a rate after as well as before any judgment.
2. If the Client defaults in payment of any invoice when due, the Client shall indemnify the Company from and against all costs and disbursements incurred by the Company in pursuing the debt including legal costs on a solicitor and own client basis and the Company's collection agency costs.
3. Without prejudice to any other remedies the Company may have, if at any time the Client is in breach of any obligation (including those relating to payment), the Company may suspend or terminate the supply of Goods and/or Services to the Client and any of its other obligations under the terms and conditions. The Company will not be liable to the Client for any loss or damage the Client suffers because the Company exercised its rights under this clause.
4. If any account remains overdue after thirty (30) days then an amount of the greater of €20.00 or 10.00% of the amount overdue (up to a maximum of €200) shall be levied for administration fees which sum shall become immediately due and payable.
5. Without prejudice to the Company's other remedies at law the Company shall be entitled to cancel all or any part of any order of the Client which remains unperformed in addition to and without prejudice to any other remedies and all amounts owing to the Company shall, whether or not due for payment, become immediately payable in the event that:
  - (a)any money payable to the Company becomes overdue, or in the Company's opinion the Client will be unable to meet its payments as they fall due; or
  - (b) the Client becomes insolvent, convenes a meeting with its creditors or proposes or enters into an arrangement with creditors, or makes an assignment for the benefit of its creditors; or
  - (c)a receiver, manager, liquidator (provisional or otherwise) or similar person is appointed in respect of the Client or any asset of the Client.
Security and Charge
1. Despite anything to the contrary contained herein or any other rights which the Company may have howsoever:
  - (a)where the Client and/or the Guarantor (if any) is the owner of land, realty or any other asset capable of being charged, both the Client and/or the Guarantor agree to mortgage and/or charge all of their joint and/or several interest in the said land, realty or any other asset to the Company or the Company's nominee to secure all amounts and other monetary obligations payable under the terms and conditions. The Client and/or the Guarantor acknowledge and agree that the Company (or the Company's nominee) shall be entitled to lodge where appropriate a caveat, which caveat shall be released once all payments and other monetary obligations payable hereunder have been met.
  - (b)should the Company elect to proceed in any manner in accordance with this clause and/or its sub-clauses, the Client and/or Guarantor shall indemnify the Company from and against all the Company's costs and disbursements including legal costs on a solicitor and own client basis.
  - (c)The Client and/or the Guarantor (if any) agree to irrevocably nominate constitute and appoint the Company or the Company's nominee as the Client's and/or Guarantor's true and lawful attorney to perform all necessary acts to give effect to the provisions of this clause 14.1.
Cancellation
1. The Company may cancel these terms and conditions or cancel delivery of Goods and/or Services at any time before the Goods and/or Services are delivered by giving written notice. On giving such notice the Company shall repay to the Client any sums paid in respect of the Price. The Company shall not be liable for any loss or damage whatever arising from such cancellation.
2. In the event that the Client cancels delivery of Goods and/or Services the Client shall be liable for any loss incurred by the Company (including, but not limited to, any loss of profits) up to the time of cancellation.
Data Protection Act 1988 & Data Protection Act 2003
1. The Client and the Guarantor/s (if separate to the Client) authorises the Company to:
  - (a)collect, retain and use any information about the Client, for the purpose of assessing the Client's creditworthiness or marketing products and services to the Client; and
  - (b)to disclose information about the Client, whether collected by the Company from the Client directly or obtained by the Company from any other source, to any other credit provider or any credit reporting agency for the purposes of providing or obtaining a credit reference, debt collection or of listing (whether before or after judgement) a default by the Client on publicly accessible credit reporting databases.
2. Where the Client is an individual the authorities under (clause 16.1) are authorities or consents for the purposes of the Data Protection Act 1988 & Data Protection Act 2003.
3. The Client shall have the right to request the Company for a copy of the information about the Client retained by the Company and the right to request the Company to correct any incorrect information about the Client held by the Company.
General
1. Each clause of this contract is severable and distinct from the others. If any provision of these terms and conditions is or becomes invalid, void, illegal or unenforceable the validity, existence, legality and enforceability of the remaining provisions shall not be affected, prejudiced or impaired.
2. These terms and conditions and any contract to which they apply shall be governed by the laws of Ireland and are subject to the jurisdiction of the courts of Ireland.
3. The Company shall be under no liability whatever to the Client for any indirect loss and/or expense (including loss of profit) suffered by the Client arising out of a breach by the Company of these terms and conditions.
4. In the event of any breach of this contract by the Company the remedies of the Client shall be limited to damages. Under no circumstances shall the liability of the Company exceed the Price of the Goods and/or Services.
5. The Client shall not be entitled to set off against or deduct from the Price any sums owed or claimed to be owed to the Client by the Company.
6. The Company may license or sub-contract all or any part of its rights and obligations without the Client's consent.
7. The Company reserves the right to review these terms and conditions at any time. If, following any such review, there is to be any change to these terms and conditions, then that change will take effect from the date on which the Company notifies the Client of such change. Except where the Company supplies further Goods and/or Services to the Client and the Client accepts such Goods and/or Services, the Client shall be under no obligation to accept such changes.
8. Neither party shall be liable for any default due to any act of God, war, terrorism, strike, lock-out, industrial action, fire, flood, drought, storm or other event beyond the reasonable control of either party.