1. Definitions

1.1 In these Conditions unless the context otherwise required:-

“Company” shall mean Central Mailing Services Limited, a company registered in England and Wales with company number 03720150.

“Conditions” shall mean these terms and conditions as amended from time to time in accordance with clause 3.

“Contract” means the contract between the Company and the Customer for the supply of Goods and/or Services in accordance with these conditions.

“Customer” shall mean the person or company for whom the work is to be done and/or Goods or Services supplied.

“Customer Data” means information provided by the Customer to the Company.

“Customer Materials” has the meaning given in clause 8.

“Data Protection Legislation” means (i) any applicable legislation which protects the fundamental right to privacy and control over personal data; (ii) unless and until the General Data

Protection Regulation (GDPR) ((EU) 2016/679) is no longer directly applicable in the UK, the GDPR and any national implementing laws, regulations and secondary legislation, as amended or updated from time to time, in the UK and then (iii) any successor legislation to the GDPR or the Data Protection Act 2018.

“Force Majeure Event” has the meaning given in clause 20.

“Goods” means printed matter and mailing supplies.

“Services” means data processing, printing, personalising and fulfilling mailings, sale of postage/delivery and packaging.

1.2 By accepting a quotation and engaging the Company, the Customer accepts these Conditions.

2. QUOTATIONS

2.1 Quotations indicate the price exclusive of VAT at which the Company would be willing to do work subject to sight of a suitable sample. They are not offers to do work. Any quotation given by the Company is only valid for a period of 30 days from its date of issue. Any order placed on the basis of a quotation shall only be deemed to be accepted when the Company issues written acceptance of the order at which point and on which date the Contract shall come into existence. Any such Contract shall be made on these Conditions, which shall constitute the entire agreement between the Company and the Customer.

2.2 Rates shown on the quotation are based on a uniform run of the quantity shown. Any variation in the quantity may give rise to a variation in the rates.
2.3 Quotations for reply licence envelopes do not include the cost of the return postage.
2.4 Job set up costs are subject to the Company’s analysis of the Customer Data and/or any Customer Materials.
2.5 These Conditions apply to the Contract to the exclusion of any other terms that the Customer seeks to impose or incorporate, or which are implied by trade, custom, practice or course of dealing.

3. VARIATIONS

3.1 Neither the Company nor the Customer shall be bound by any variation, waiver of or addition to these Conditions except as agreed by both parties in writing and signed on their behalf.
3.2 No employee or agent of the Company has authority to give any representation or warranty as to the efficacy, safety, suitability or otherwise of the Goods, work or materials supplied or used.

4. PRICE

4.1 The contract price is based on information available to the Company at the date thereof and if between that date and the date upon which work is delivered to the Customer there shall be any variation in the cost of materials labour or overheads, the contract price may in the absolute discretion of the Company be adjusted to take account of such variation.
4.2 The contract price does not include any charge which may be incurred by the Company in rearranging the Customer’s merchandise supplied and/or delivered by the Customer or its agent. If the Customer also requires inserts to be packaged the inserts must conform to the Company’s machinery requirements and where possible an example of the insert forwarded to the Company for approval.
4.3 The Company shall be entitled to charge for any additional work incurred by the Company in rearranging sorting, cutting, folding or otherwise dealing with the Customer’s inserts in order to make them suitable for the Company’s machinery and the Company may request the Customer to forward immediately a remittance on account of the additional costs to be incurred, the balance, if any, being charged to the Customer’s account.
4.4 Additional proofs will be charged at £15 per proof.
4.5 The Customer shall, upon receipt of a valid invoice, pay any return charges incurred by the Company.
4.6 All additional courier charges will be passed to the Customer, including “return to sender”, “redeliveries”, “tax and duties”, “fuel surcharges”.
4.7 Should expedited delivery be agreed and necessitate overtime or other additional cost an extra charge may be made.
4.8 All amounts payable by the Customer under the Contract are exclusive amounts in respect of value added tax chargeable from time to time (“VAT”). The Customer shall, on receipt of a valid VAT invoice from the Company pay to the Company such additional amounts in respect of VAT.
4.9 The Customer shall upon its approval of proofs, pay the Company’s invoice in full and in cleared funds to a bank account nominated in writing by the Company. Time for payment shall be of the essence of the Contract.
4.10 Recycled stocks are available on request.

5. DELIVERY

5.1 The Company will use its reasonable endeavours to deliver on the delivery date specified in the order but time of delivery shall not be the essence of the Contract unless otherwise expressly stated on the order and accepted by the Company. The Company will neither accept a reduction in cost due to time-scales not being met nor pay any form of compensation.
5.2 The Company shall not be liable for any direct or indirect loss or damage arising from failure to deliver or dispatch Goods in accordance with the Contract or delay in delivery or dispatch of Goods caused by, (i) a Force Majeure Event or (ii) the Customer’s failure to provide the Company with adequate delivery instructions or any other instructions that are relevant to the performance of the Company’s obligations under the Contract. In the event of such failure or delay resulting from negligence by the Company or any of its employees, the liability of the Company shall not exceed the proportion of the contract price which is attributable pro rata to the Goods so affected. Any greater liability on the Company and all liability whatsoever for consequential loss or damage is hereby excluded.
5.3 Any items dispatched by the Company will be sent on an uninsured delivery service unless the Customer, when placing the order, requests and pays for an insured delivery service. The Company shall not be liable for any loss or damage to materials/stock once it has been dispatched.

6. DELIVERY BY INSTALMENTS

Where delivery is to be made by instalments, each delivery shall be deemed to constitute a separate enforceable Contract and the Company shall be entitled to issue and be paid on a separate invoice for each such delivery. Failure to make any one or more deliveries shall not affect the enforceability of the order as to the remaining deliveries. Once an order has been dispatched for delivery it is no longer the responsibility of the Company.

7. STORAGE CHARGE

The Company shall be entitled to make a reasonable charge for the storage of the Customer’s property left with the Company for more than fourteen days before the commencement of the contract or for more than fourteen days after notification to the Customer of completion of the Contract.

8. MATERIAL AND DATA SUPPLIED

8.1. The Company may reject any paper, film, plate, printed sheets, signatures and other materials supplied by the Customer (the “Customer Materials”) if in its opinion it is
unsuitable or of defective quality. Any additional cost incurred as a result of the Company’s rejection of the Customer Materials shall be charged by the Company to the Customer. Such supply of Customer Materials must be within 5 working days prior to production and of an adequate quantity to allow for reasonable spoilage, according to the process and length of run. The Customer shall be solely responsible for and shall indemnify the Company against any loss or damage resulting from any delay in the Company receiving any Customer Materials or from any defect in or unsuitability for the intended purpose of any of the Customer Materials. Failure by the Company to reject any Customer Materials shall not imply its suitability nor, unless such failure is due to gross negligence, release the Customer from liability under this Condition.
8.2. The Company may update data, an example of this is Royal Mail Postal Address File Validation.
8.3 If the Company is required to process additional Customer Data, the Customer shall be liable to pay the additional charge of £20 (or any other sums notified to the Customer) per file.
8.4 The Company may cleanse, enhance or remove records of Customer Data to conform with postal provider requirements and it shall be entitled to invoice the Customer for these services.

9. SURPLUS MATERIALS

Any surplus Customer Materials supplied by the Customer will only be returned on completion of the Contract to the extent that the same exceeds 10% of the delivery order. The surplus Customer Materials will be picked, weigh counted, packed, addressed and despatched to the Customer, subject to the Customer paying the applicable charge.

10. GDPR & DATA SECURITY

10.1. Both parties will comply with all applicable requirements of the Data Protection Legislation. This clause is in addition to and does not remove or replace a party’s obligations under the Data Protection Legislation. In this clause, Personal Data, Data Subject, Data Controller and Data Processor shall have the meanings as defined in the Data Protection Legislation. Any material breach of the Data Protection Legislation by one party shall, if not remedied within 30 days of written notice from the other party, give grounds to the other party to terminate this agreement with immediate effect.
10.2. The parties acknowledge that for the purposes of the Data Protection Legislation, the Customer is the Data Controller and the Company is the Data Processor.
10.3. The Company shall, in relation to the Personal Data processed in accordance with the performance by the Company of its obligations under the Contract:
(a) process that Personal Data only on the written instructions of the Customer unless the Company is required by the laws of any member of the European Union or by the laws of the European Union applicable to the Processor to process Personal Data;
(b) ensure that it has in place appropriate technical and organisational measures to protect against unauthorised or unlawful processing of Personal Data and against accidental loss or destruction of, or damage to, Personal Data, appropriate to the harm that might result from the unauthorised or unlawful processing or accidental loss, destruction or damage and the nature of the data to be protected, having regard to the state of technological development and the cost of implementing any measures (those measures may include, where appropriate, pseudonymising and encrypting Personal Data, ensuring confidentiality, integrity, availability and resilience of its systems and services, ensuring that availability of and access to Personal Data can be restored in a timely manner after an incident, and regularly assessing and evaluating the effectiveness of the technical and organisational measures adopted by it);
(c) ensure that all personnel who have access to and/or process Personal Data are obliged to keep the Personal Data confidential;
(d) not transfer any Personal Data outside of the European Economic Area unless the prior written consent of the Customer has been obtained; and
(e) assist the Customer, at the Customer’s cost, in responding to any request from a Data Subject and in ensuring compliance with its obligations under the Data Protection Legislation with respect to security, breach notifications, impact assessments and consultations with supervisory authorities or regulators.

11. LIEN

Without prejudice to other remedies the Company shall in respect of all unpaid debts due from the Customer have a general lien of all materials and property in its possession and shall be entitled on the expiration of fourteen days notice to the Customer to dispose of such Goods or property as it thinks fit and to apply any proceeds towards such debts.

12. RISK

The Company shall use its reasonable endeavours to keep safe any Goods or Customer Materials in the Company’s possession but such Goods and Customer Materials will be held at the Customer’s risk in all aspects. Subject to the following proviso, the Company shall not be liable for any loss or damage whatsoever whether direct, indirect or consequential howsoever caused or suffered in relation to such Goods and Customer Materials provided that in the event of such loss or damage arising as the result of the negligence of the Company or its employees the liability of the Company shall not exceed that proportion of the contract price which is attributable pro rata to the Goods or Customer Materials so affected. Any further
liability on the Company and all liability whatsoever is hereby excluded. The Customer shall insure any such Goods and Customer Materials against loss or damage.

13. CORRECTIONS

Customers corrections on or after the first proof including alterations in style, type of printing, ink or method of packaging will be an extra charge of £35 (or any other sums notified to the Customer). In the event of the Customer approving a proof the Company will not be responsible for any error in the proof which has been approved by the Customer and such error shall not entitle the Customer to reject all or any of the finished work.

14. INDEMNITY

The Customer hereby undertakes fully and effectually to indemnify and to keep indemnified the Company from and against all costs, expenses, damages and losses in connection with any third party claims or proceedings whatsoever (including claims or proceedings settled by the Company at its discretion) in respect of Goods made or worked on or carried out by the Company pursuant to the Contract. The foregoing includes (but not by way of limitation) claims or proceedings relating to copyright, trade marks, patents and other intellectual property.

15. RULING PRICES

The Contract is subject to market fluctuations and prevailing prices of materials, labour and insurance at the time of delivery or during the period of the Contract. Where increased costs are incurred the Company reserves the right to charge such increases to the Customer’s account.

16. ABORTIVE FEES

Should a quotation be accepted (by phone or e-mail) to place an order with the company; the company reserves the right to charge all costs incurred if the order is later cancelled. The company reserve the right to charge up to the full order value.

17. TERMS OF PAYMENT

17.1 Without prejudice to clause 4.8, payment terms will be as specified in the quotation. If no payment terms are specified, the Customer shall pay the invoice in full and in cleared funds within 30 days from the date of the invoice. Postages and other expenses could be invoiced separately and as and when required by the Company be payable before Goods are posted.
17.2 The Company reserves the right to refuse to execute any order or Contract if the arrangements for payment of the Customer’s credit are not satisfactory to it.
17.3 In the case of non-payment of any account when due, or in the case of death, incapacity, bankruptcy or insolvency of the Customer, or when the Customer is a limited company in the case of liquidation or the appointment of a receiver, then the purchase price of all Goods delivered and/or work executed by the Company to the Customer and any sums due to the Company from the Customer shall immediately become due and payable. The Company may cancel every contract made with the Customer or cancel or suspend or discontinue delivery of Goods and materials at its option without prejudice to its right to recover any loss sustained.
17.4 On termination of the Contract for any reason, the Customer shall immediately pay to the Company all of the Company’s outstanding unpaid invoices.
17.5 Any property or raw materials forming part of the Contract in the possession of the Company pending processing shall all remain with the Company until such time as
the Contract has been completed and final payment made by the Customer.
17.6 In the event that payment is not made in accordance with clause 17.1, without limiting its other rights or remedies, the Company reserves the right to charge interest on the overdue sum from the due date until payment of the overdue sum, whether before or after judgment. Interest under this clause 17.6 will accrue each day at 8% per annum above the Bank of England base rate from time to time, but at 8% a year for any period when that base rate is below 0%. In addition to the interest on the overdue sum, the Company shall be entitled to a fixed sum on the overdue sum as follows:
(a) for a debt up to £999.99, the sum of £40 per invoice;
(b) for a debt of £1,000 or more, but less than £9,999.99, the sum of £70 per invoice;
(c) for a debt of £10,000 or more, the sum of £100 per invoice.
17.7 The Customer shall pay all amounts due under the Contract in full without any setoff, counterclaim, deduction or withholding (except for any deduction or withholding required by law). The Company may at any time, without limiting any other rights or remedies it may have, set off any amount owing to it by the Customer against any amount payable by the Company to the Customer.

18. LIMITATION ON LIABILITY

18.1 Nothing in these Conditions shall limit or exclude the Company’s liability for:
(a) death or personal injury caused by its negligence, or the negligence of its employees, agents or subcontractors;
(b) fraud or fraudulent misrepresentation;
(c) breach of the terms implied by section 2 of the Supply of Goods and Services Act 1982 (title and quiet possession); or
(d) any matter in respect of which it would be unlawful for the Company to exclude or restrict liability.
18.2 Subject to clause 18.1:
(a) the Company shall under no circumstances whatever be liable to the Customer, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, for:
(i) any loss of profit;
(ii) loss of goodwill;
(iii) loss of business;
(iv) loss of business opportunity;
(v) loss of anticipated savings; and/or
(vi) any indirect or consequential loss arising under or in connection with the Contract; and
(b) the Company’s total liability to the Customer in respect of all losses arising under or in connection with the Contract, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall in no circumstances exceed all sums paid by the Customer under the Contract in respect of Services (excluding costs of postage and third party expenses) actually supplied by the Company, whether or not invoiced to the Customer.
18.3 The terms implied by sections 3 to 5 of the Supply of Goods and Services Act 1982 are, to the fullest extent permitted by law, excluded from the Contract.
18.4 This clause 18 shall survive termination of the Contract.

19. REASONABLENESS OF THESE CONDITIONS

It is hereby agreed that the Company and the Customer both agree that these conditions are fair and reasonable in all the circumstances.

20. FORCE MAJEURE

Every effort will be made to carry out the Contract but its due performance is subject to cancellation by the Company or to such variation or delay as the Company may find necessary as a result of a Force Majeure Event. A Force Majeure Event means any event beyond a party’s reasonable control, which by its nature could not have been foreseen, including inability to secure labour, materials or supplies, any act of God, war, strike, lockout or other labour dispute, flood, drought, legislation or other cause, whether of the foregoing class or not, and the Company shall not be liable for any inability to perform its obligations under the Contract caused by a Force Majeure Event. The Company will notify the Customer of any cancellation, delay or variation as soon as is reasonably practicable and will render such assistance as the Company considers appropriate under the circumstances in order to obtain or effect the whole or partial performance of the Contract.

21. GOVERNING LAW AND JURISDICTION

These Conditions are governed by English Law and all disputes shall be decided by the English Courts.

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