1. Definitions
Throughout this document, the words: “Company”, “we”, us and “our” will be used to mean JC Leisure Connexions Limited of Unit 1, Hamburg Technology Park, Hamburg Road, Sutton Fields Industrial Estate, Hull, HU7 0WD, registration number 4981584, VAT number 828784380. “Customer”, ‘you’ and ‘your’ means the person or organisation who orders and/or pays for the Goods or services from Us. “Contract” means any contract between Us and the Customer for selling and buying our goods and services and incorporates these Conditions; “Goods” and “Services” means what we agree to supply the Customer in the Contract.
2. Formation
All Contracts will be on these conditions unless one of our authorised Company signatories has clearly agreed in writing or by email to vary them and specific new conditions are formally agreed. No other Conditions apply, including any the Customer presents through an order confirmation statement, purchase order or any other document. Every order the Customer places with us (whether verbally, online or in writing), is deemed to be an offer to buy our products or services under these conditions. Until we have sent a written or emailed order confirmation, or we have delivered the goods to the Customer (whichever comes first), We have not accepted, nor agreed to be bound by, any order.
3. Services
Unless we agree in writing to a specific alternative arrangement, we will calculate the charges for any services we provide to the Customer under the Contract in line with our standard charges. As an example, this may include (but isn’t limited to) our design services or consultancy fees. From time to time, this may be on top of the price of the Goods. We will always notify the Customer of any such charges in advance. Once agreed, we may send the invoice to the Customer as soon as we have provided those services.
4. Cancellation
Conditions 19 and 20 outline acceptable reasons for the cancellation of the Contract. Aside from these reasons, the Contract can’t be cancelled (partly or altogether) unless we agree to it in writing/by email and the Customer has paid us the amount needed to indemnify us against any losses we would incur as a result of that cancelled order.
5. Proofs
5.1 With the exception of orders placed using the online design tool, we will produce a first digital proof of the Goods before they’re made. This will be based on the “specification” agreed between the Company and the Customer when the Contract was formed. We’re not obliged to make any amendments to the first proof unless it doesn’t match the Specification. We will produce up to two proofs free of charge. At our discretion, we may produce further proofs of the Goods. In these cases, the cost of producing further proofs will be calculated against the Company’s standard charges and may be added to the price of the Goods. The Company can’t be held responsible for errors in proofs (or for errors in Goods which include any errors contained in the proofs) which have been approved by the Customer.
5.2 Unless otherwise stated, there may be a reasonable variation in colour between colour proofs and the manufactured goods. This is due to the differences in equipment, computer screens, paper, inks and other conditions between the proofing stage and production of the Goods.
6. Machine Readable Codes
6.1 The Company will print machine-readable codes or symbols according to the Specification in keeping with generally accepted standards and procedures in the printing industry.
6.2 The Customer is responsible for making sure any such codes or symbols will be read correctly by the equipment with which the codes are intended to be used.
6.3 The Company can’t be liable to the Customer for any claim by any party resulting from such codes or symbols not reading, or not reading correctly, unless the error has been caused by us failing to comply with condition 6.1 and the failure falls outside the tolerances generally accepted in the printing industry. The Customer shall fully indemnify, and keep the Company indemnified, against such claims.
7. Standing Material
7.1 Any metal, film, tapes, computer programs (including, but not limited to, source code) and other materials (including, but not limited to, any intellectual property rights) owned and used by the Company to produce type, plates, film, setting, negatives, positives, electronic files and the like remain our exclusive property.
7.2 The Company shall not be required to download any electronic or digital data from its equipment or supply any of these to the Customer on disk, tape or by any communication link unless otherwise agreed in writing or by email.
8. Variations to the Order
8.1 In the highly unlikely event the Company doesn’t deliver the exact quantity ordered, the Customer must notify the Company within 24 hours of receiving the Goods.
8.2 The Company may accept, but isn’t obliged to accept, changes the Customer asks to make to the Specification.
9. Cost Variation
9.1 The Company may occasionally add extra charges to the price of Goods (calculated against the Company’s standard charges):
(a) to cover the costs of any additional work involved where information, copy or electronic or digital data (whether supplied on disk or via any data transmission) isn’t clear and legible; or doesn’t conform to the Company’s reasonable specifications; or isn’t suitable for outputting on equipment normally adequate for such purposes without us adjusting it or taking other corrective action; and/or
(b) where the Customer hasn’t sent us information, data, proofs or any other materials or documentation we require in the time agreed to carry out our obligations under the Contract; and/or
(c) to cover any increased costs due to any changes to the Specification of Goods which have been requested by the Customer and accepted by the Company.
10. Delivery
10.1 All indicated dates for the despatch or delivery of goods are approximate only. They are not of the essence (and may not be made so by notice). They also rely on the Customer meeting its obligations under the Contract. If no dates are specified, despatch and/or delivery will be made within a reasonable time.
10.2 Unless otherwise agreed and clearly stated, the price doesn’t include delivery. Where a quote does include delivery (and insurance) to an agreed address, we reserve the right to charge reasonable extra charges to cover any increase in transport costs which occur before the delivery date.
10.3 Where we agree to deliver Goods to the Customer’s premises, we’ll use our own choice of courier. If the Customer chooses to arrange their own collection instead (at their own expense) then the Company will have no liability whatsoever to the Customer for Goods lost or damaged during transit.
10.4 Where the price quoted is for delivery of the Goods ex-works, the Customer will be responsible for arranging carriage of the Goods and for insurance of the Goods during transit.
11. Risk
Unless we’ve agreed to deliver Goods in line with Condition 10.3 above, the Goods are the Customer’s risk from the time the Goods are collected by any party or, where appropriate, when they’re loaded onto the relevant vehicle for despatch.
12. Call off delivery
12.1 Where the Contract involves us storing the Goods before sending them to the Customer, the following provisions will apply:
(a) We will confirm and agree the premises for storage and collection or delivery date (as appropriate) at the time the Contract is entered into; and
(b) We are entitled to invoice the Customer for all Goods at the time of delivery. The Company is also entitled to send the Customer monthly invoices for storage costs. The Company will also invoice the Customer for its costs of transporting the Goods (or any part of them) from the place of storage to an agreed destination as soon as they’re despatched. Risk will pass to the customer as set out in Condition 11.
13. Terms of Payment
13.1 When Goods are bought online, the Customer must pay when ordering before we will despatch any Goods.. For credit approved customers the terms below apply.
13.2 The Customer will pay the price for the Goods (and any other costs due under the Contract) as per the payment terms agreed at the time of ordering and stated on our invoice. Until we have received cleared funds, we will deem that no payment has yet been received.
13.3 For any full or part payments that haven’t been received by the due date, we reserve the right to charge interest (both before and after judgement) at a rate of 4% over the Bank of Scotland base rate. This will accrue every day on all outstanding late amounts from the due date until we have received cleared full payment.
13.4 If the Customer fails to pay in full for goods by the due date required to qualify for any discounts, such discounts shall be withdrawn immediately.
13.5 All prices shown and quoted are exclusive of VAT which will be added at the applicable rate to the Goods or Services provided.
14. Retention of Title
14.1 All Goods remain our property until we have received cleared payment in full for all Goods, Services and other sums which are due from the Customer for any reason.
14.2 Until property in the goods has passed to the Customer the Customer shall store the goods separately from any other goods belonging to the Customer or any third party in a way that means they are clearly identifiable as the Company’s property.
14.3 The Customer grants Us and any bailiffs acting on Our behalf the right to recover any goods which haven’t been paid for.
14.4 We are entitled to recover payment for the Goods before ownership of any of them will be passed from the Company to the Customer.
15. Warranty and Liability
15.1 All services we supply will be performed with reasonable skill and care (in line with other provisions of these conditions including, but not limited to, conditions 5.1 and 5.2). The Goods we supply to the customer will, at the time of delivery comply materially with the specification and be fit for purpose. They will be made properly, from suitable materials and will not be defective for the purposes they were made for. All other warranties, conditions and other terms implied by statute or common law (other than conditions expressed in the Consumer Rights Act 2015) are excluded from the Contract to the fullest extent the law allows.
15.2 The Company won’t be liable for any claims for defects, damage, delay or non-delivery of Goods unless You inform us by writing or emailing the Company within 3 days of delivery (or expected delivery) and give us reasonable time to put the situation right and fulfil our obligation. For people placing orders as an individual, rather than on behalf of a business, this does not affect Your Statutory rights under the Consumer Rights Act 2015.
15.3 Unless the Company is negligent or makes a fraudulent misrepresentation which causes death or personal injury, (see 15.6 below), the Company’s total liability is limited only to a full refund of any payments made for the specific Goods affected.
15.4 Unless the Company is negligent or makes a fraudulent misrepresentation which causes death or personal injury, (see 15.6 below), the Company shall not be liable to the Customer for any indirect or consequential losses, or for losses of profit, revenue, business goodwill or anticipated savings for any reason.
15.5 The Company shall not be liable for any defects arising from:
(a) Goods we’ve produced in line with Company Specifications
(b) Goods we’ve produced in line with any Customer supplied specifications
(c) Goods where the work supplied is of similar quality and standard as the sample proofs or specifications which we supplied, and which were accepted and/or approved by the Customer. Any sample proofs or specifications can be accepted by express confirmation (and the signing by the Customer of such sample proofs or specifications is proof of acceptance) or deemed accepted if they’re not rejected by the Customer within one working day of us sending them.
15.6 Nothing in these Conditions excludes or limits the liability of the Company for death or personal injury caused by the Company’s negligence or liability for fraudulent misrepresentation.
16. Customer’s Property and Property Supplied
16.1 The Customer shall ensure that Customer Property in the form of data, information, material or documentation supplied electronically or in hard copy is complete and accurate and will keep any copies it makes in the same way.
16.2 The Customer warrants to the Company that it has both the right and legal ownership of any property it gives us and/or gives us permission to use.
16.3 The Customer shall fully indemnify and keep indemnified the Company from and against all costs (including legal costs), claims, demands, expenses and all liabilities whatsoever which may be made against or incurred by the Company or which the Company may sustain, pay or incur arising out of the use by the Company of the Customer’s Property.
17. Illegal Matter
17.1 The Company is, without any liability to the Customer, entitled to refuse to print any item in whole or in part if it’s deemed by the Company to be
(a) illegal;
(b) defamatory in nature;
(c) an infringement, or potential infringement, of the intellectual property or other rights of any third party; or
(d) deemed by the Company to be, in any way, unsuitable.
17.2 The Customer shall fully indemnify and keep indemnified the Company in respect of any losses, claims, costs and expenses (including legal costs and costs of enforcement) arising out of any materials we print for the Customer, or are asked to print for the customer, which
(a) Contain any actual or alleged defamation;
(b) Include any illegal matter of any infringement or potential or alleged infringement of third party intellectual property rights or of any other proprietary or personal rights contained in any material printed; or
(c) Gives rise to any other action or claim relating to the content or layout of any Goods printed in cases where the content or layout was provided or determined by the Customer.
18. Website Use
18.1 Hypertext links may lead to other websites, apps, social media sites or other digital platforms which are owned and operated by third parties and not under the Company’s control. The Company accepts no responsibility or liability whatsoever for any content within any third party platform accessed from a link in our website.
18.2 The Company uses up to date anti-virus software within the website. All payment systems are secure and encrypted.
18.3 You must not copy any part of this without first getting permission in writing or by email from a Company Director.
18.4 The Company reserves the right to amend the prices or content of its website at any time.
19. Force Majeure
Without liability to the Customer, we reserve the right to defer the date of delivery, to cancel the Contract, or to reduce the customer’s order quantity when there are circumstances beyond the Company’s reasonable control which stop or delay us from carrying out our business. This includes, but isn’t limited to, acts of God; governmental actions, war or national emergency; riot or civil commotion; or fire, explosion, flood or an epidemic. It also includes lock-outs, strikes or other labour disputes (whether or not relating to either party’s workforce); restraints/delays affecting carriers; or any inability or problems getting hold of supplies of adequate or suitable materials. This Condition is on the proviso that if the event in question continues for more than 60 continuous days, the Customer is entitled to give notice in writing (or by email) to the Company to terminate the Contract immediately.
20. Default or Insolvency
20.1 If the Customer is in breach of any of its obligations under the Contract and is unable to settle its outstanding debts for reasons including, but not limited to, bankruptcy, insolvency or being taken into receivership or administration, the Company:
(a) has the right to give the Customer written notice that work on, or delivery of, the order will be stopped. We will be entitled to charge for any work already done (whether finished or not) and for any materials we’ve bought for the Contract. These charges will be an immediate debt due to the Company.
(b) will maintain ownership of any or all Customer Property in its possession until the unpaid debts are settled. After 14 days’ notice, the Company is also entitled to sell this property for any price it sees fit and put the proceeds towards payment of the debt.
21. Assignment and Sub-contracting
The Company may assign its right and obligations under the Contract (or any part of it) to any person, firm or company or may sub-contract any of its obligations under the Contract to a third party. The Customer may not assign the Contract (or any part of it) without first getting our consent in writing.
22. Severability
If any court, tribunal or administrative body of competent jurisdiction finds any of these Conditions to be wholly or partly illegal, invalid void, voidable, unenforceable or unreasonable, the affected conditions will be deemed severable. Any remaining conditions will remain in full force and effect.
23. Law of Contract
In every way, The Contract will be governed by and construed in accordance with English law and the parties agree to submit to the exclusive jurisdiction of the English Courts.
March 2019