LEAFLET DISTRIBUTION TERMS AND CONDITIONS OF ACCEPTANCE GENERAL

 

The following terms and conditions govern all transactions made between the customer and The Leaflet Company (or any companies it specifies) (hereafter named as “the Company”) except as otherwise specifically agreed in writing by a Director of the Company and to the exclusion of any other terms even if those terms are contained in any of the customer’s documents which purport to provide that the customer’s own terms shall prevail. The confirmation of order despatched by the Company comprises an invitation to treat. Acceptance by the customer creates a binding contract between the Company and the customer for the supply of services subject to these terms which shall govern the contract to the exclusion of any other terms or conditions which are inconsistent herewith on which such order is made or purported to be made by the customer. If the customer has not returned the acceptance of contract form subject to the terms within 48 hours of receipt but has otherwise accepted the Company’s confirmation of order the customer is deemed to have accepted these terms. In any transaction governed by this agreement the customer acknowledges that he has not relied upon nor been induced by any representation whether made to him orally or in writing by an agent of the Company concerning such a transaction. No agent has the Company’s authority to make any representation concerning such a transaction. Each clause and sub-clause is severable and independent of every other clause and sub-clause.

CANCELLATION

The Company has an absolute discretion to refuse to accept, publish or distribute any order, whether paid for or not, in whole or in part without giving its reasons, if it believes the acceptance, publication or distribution of the same could:

a) Infringe any law or statutory requirement:

b) Infringe the British Code of Advertising Practice or the British Code of Sales Promotion Practice or other such code or guidelines;

c) Be a breach or infringement of a copyright, patent, trade mark or any other such right:

d) be libellous, obscene or in breach of any rights or any third party whatsoever:

An order may only be cancelled without charge if notice in writing is received by the Company seven days before the scheduled date of distribution. In the event of a cancellation the customer will pay to the Company the following (the Cancellation Fee):

a) The costs incurred by the Company in connection with the said order including any costs incurred in connection with the proposed distribution: and

b) 12.5% of the order price representing an agreed estimate of the Company’s loss of profit on the order.

DISTRIBUTION ORDERS

The customer’s order must specify:

a) The precise area(s) in which distribution is required: and

b) The dates on or between which distribution is required.

c) An order reference number.

The Company will estimate the quantity of material required to cover the said area and advise the customer accordingly.

In making such an estimate, the Company does not imply 100% coverage to the said area, nor can it guarantee distribution to any particular property in that area. The stated distribution objectives and overall quantity distributed are for the Company’s guidance only and the Company will make reasonable endeavours to achieve them. The Company cannot guarantee such objectives. The customer shall deliver the material for distribution to the address(s) supplied by the Company, not earlier than two weeks and not later than one week before the proposed distribution date, shrink wrapped, bound and boxed in units of no more than 2,000 items. The Company cannot accept responsibility for variances in supply due to packaging errors (i.e. quantities within cartons) or errors which occur due to inaccurate delivery notes, but will endeavour to advise the client when significant variances arising from such errors are identified. In the event of a delay or error in the quantity of items supplied, distribution will be carried out at the earliest subsequent opportunity. The company reserves the right not to distribute to any property in any area which is considered to be unsafe or undesirable for distributing teams. Notice of at least seven days (prior to the beginning of the distribution week) must be given for any cancellation or alternation to the distribution arrangements other than by the solus method. At least fourteen days notice must apply in the case of a solus distribution.

PAYMENT

Every order shall be paid for in full by receipt of cleared funds on the Thursday prior to the week of distribution (the due date), unless otherwise agreed in writing by the Company or its duly authorised agent. In the case of non payment by the due date the Company shall be entitled to terminate the order without notice and to charge the Cancellation Fee. If funds are not received by the due date the Company has the right at its own discretion, without notice, to postpone, delay or cancel the distribution (and to charge the Cancellation Fee). The Company is not responsible for any liability in respect of the printed matter if distribution has had to be delayed due to cleared funds not being received by the due date. If monies due under this agreement are not paid on the date due the customer will pay interest on the sum outstanding at four per cent (4%) over the Base Rate from time to time declared by the HSBC Bank Plc from the due date to the date of payment whether before or after Judgement. Without prejudice to its other remedies, the Company shall in respect of all unpaid debts due from the customer have a general lien on all goods and property in its possession and shall be entitled on the expiration of 14 days written notice sent to the customer at his/her last known address to dispose of such goods and property as it thinks fit and to apply any proceeds towards such debts. The Company shall

not be liable for any loss or damage caused by or consequent upon such action: The Company may make reasonable charge for storage of the customer’s property if delivered before the date specified in Clause C (IV) or if for any reason it is not distributed or distribution is delayed. The customer shall not make any deduction from the amount due or any deferment of payment on account of any disputes, set offs or cross claims. The prices quoted by the Company are exclusive of Value Added Tax, unless otherwise stated, which will be charged at the rate currently in force. Unless otherwise stated, the price quoted applies to the distribution of items on behalf of individual advertisers and/or businesses who are promoting their own goods, services, functions, etc. via material specifically printed on their behalf.

TIME FOR DISTRIBUTION

All dates quoted for distribution of the material supplied by the customer are approximate only and the Company shall not be liable for any delay in the distribution of the materials, howsoever caused. The time of distribution of the materials shall not be of the essence of the contract unless previously agreed in writing by the Company. The Company will endeavour to arrange for the distribution of the said quantities of material in the said area(s) on or about the said dates but cannot guarantee such distribution, and if there is any delay for any cause, whether or not within the Company’s control, this shall not be a breach or repudiation of the contract. The Company shall not be liable to the customer for any loss or damage suffered by the customer arising from late distribution.

COMPLAINTS

All complaints or claims must be notified to the Sales Manager or Sales Director of the Company within seven days of the relevant distribution date(s). In the event of a query or dispute concerning any part of a distribution contract or invoice, such part will be treated as severable from the remainder of the contract/invoice and the balance of the invoice shall be settled promptly in accordance with these terms and conditions. In the event of a complaint of non-distribution the Company will, upon receipt of the details of the properties or the area in question, investigate the complaint and depending upon the results of such investigation will reimburse the customer that proportion of the order price (excluding the price of printing) as is equal to the proportion of the order found not to have been delivered.

FORCE MAJEURE

The Company will not be liable to the customer for delay in performing its obligations or failure to perform its obligations if such delay or failure results from circumstances beyond its control including but not limited to force majeure, Act of God, failure to perform of third parties, fire, explosion, accident or industrial dispute.

RISK AND INSURANCE

The customer shall, at all times, be responsible for the insurance of any materials, whether for distribution or otherwise in possession of the Company or its agents. Such materials are at all times at the risk of the customer.

LIMITATION OF LIABILITY

Except as provided herein the Company shall be under no liability whatsoever to the customer in regard to the service provided pursuant to the order and any condition or warranty which might otherwise be implied or incorporated by contract, by reason of statute, common law or custom or otherwise is hereby excluded to the extent permitted by law. The Company will be responsible for damage to property if such damage is caused directly by the Company’s negligence or of any person for whose acts the Company is responsible save that the Company’s liability under this condition for damage to the customer’s property shall be limited to the total value of the order. The Company shall in no circumstances be liable to the Customer or to any other party whether in negligence, tort, contract or otherwise for financial consequential loss however arising (including without prejudice to the generality of the foregoing any loss of profits or business or of contract) and the customer shall indemnify and save the Company harmless against any such loss.

INDEMNITY

In the event that any complaint, claim, action proceedings, or prosecution is brought or made against the Company in respect of, or arising in any way from any matter or things appearing in or on the material published or distributed or dealt with by the Company for the customer, whether such matter or thing is, or is alleged to be illegal, unlawful, libellous, an infringement or copyright, trade mark, patent design or any third party right whatsoever of any nature, or in breach of any code, regulation or guidelines whether having statutory force or otherwise, and whether such complaint, claim, action or proceeding is settled, compromised or litigated in any way and as a result the Company incurs any cost, loss, damage, liability or penalty of any kind the customer shall forthwith upon demand in writing sent to the customer’s last known address indemnify the Company in full in respect of such cost, loss, damage or liability including any legal or other costs incurred in relation thereto and without exercising any right of set off, counterclaim or cross demand of any nature against the Company. It is the responsibility of the printer and/or publisher of any item distributed to ensure that the legal requirements relating to the items are met. In this context, it should be noted that it is a legal requirement that all newspapers, leaflets, supplements, etc. intended for distribution shall contain the name and address of the Printer. The Company will have resources to the client for any legal action taken against the company that directly relates to the form or content of the item distributed.

COPYRIGHT

The copyright of any artwork or other material prepared by the Company for use in connection with any order, whether published or not shall belong to the Company.

TERMINATION

If the customer: Commits a breach of contact or obligation to the Company: or If distress or execution is levied upon the customer’s property: or If the customer enters into liquidation whether compulsorily or voluntarily or makes or offers any arrangement or composition with its creditors or becomes subject to an administration order or commits any act of bankruptcy or if any petition or receiving order in bankruptcy is presented or made against him: or If a receiver is appointed to any of the customer’s property or assets the Company may determine any contract then subsisting without notice and without prejudice to any of the Company’s other rights or claims against the customer. Upon such termination and without prejudice to the Company’s other rights and claims the customer shall pay the Cancellation Fee to the Company forthwith.

SUB-CONTRACTORS

The Company reserves the right to sub-contract any part of the order.

ASSIGNMENT

The customer may not assign its rights hereunder to a third party without prior written consent of the Company.

NOTICES

Any written notice under these terms shall be in writing and shall be deemed to have been properly given if hand delivered or sent by prepaid first class post to the registered office or any one of the principal places of business of the party being served on the date delivered, if by hand or the date when in the ordinary course of post the letter would have been delivered if sent by post.

WAIVER

No waiver by the Company of any breach of these terms shall be considered as a waiver of any subsequent breach of the same or any other provision.

STORAGE

You will be notified if there has been an over-supply of your leaflets. The Company will store them for a maximum of one month, after which we reserve the right to dispose of them.

ENTIRE AGREEMENT

These terms represent the entire agreement and understanding between the parties, and no amendments to these terms shall be binding on the parties unless agreed in writing by both parties