1. DEFINITIONS
“DARWIN PRINT SOLUTIONS” the Services provider as identified on your order/invoice.
“the Customer” a company requesting Darwin Print Solutions to provide the Services.
“Delivery” completion of the Services.
“Material” the documents or other material specified in this Order supplied by the Customer to Darwin Print Solutions in a hard copy or electronic format for production or reproduction.
“Order” the document setting out the Services, Price, specification and any further detail concerning their supply to the Customer.
“Price” the payment due by the Customer to Darwin Print Solutions for all the Services, specified in this Order.
“Product” the final format of the Material as specified in this Order.
“Services” the reproduction of the Material or production of the Material in its final format.
2. SERVICES
Darwin Print Solutions agrees to supply the Services set out this Order accepted by Darwin Print Solutions and to despatch the Product to the nominated Site in accordance with the dates for Delivery (if any) specified in this Order. The parties agree that the Services to be supplied by Darwin Print Solutions are limited to those specified in this Order only.
3. DISPUTED CHARGES
Written notice of any disputed price and/or charge must be received by Darwin Print Solutions within twenty (20) days of the date of the invoice in question or the Customer shall forfeit its right to dispute such price and/or charge. Such notice shall include the number of the disputed invoice, the items and amounts disputed and a full description of the reason for the Customer withholding payment. Notice of any disputed price and/or charge does not release the Customer from the obligation of paying any remaining balance of the invoice. Upon resolution of the disputed price and/or charge, Darwin Print Solutions may issue a credit note or if Darwin Print Solutions determines that full payment remains due, the Customer shall pay the total amount outstanding to Darwin Print Solutions.
Darwin Print Solutions reserves the right to accrue late payment interest for the disputed Price. The Customer must notify Darwin Print Solutions, in writing, within 3 days of Delivery of any nonconformity to the Services. If the Customer does not notify Darwin Print Solutions of any non-conformity, the Customer shall be deemed to have accepted Services 3 days after Delivery.
The Customer shall be responsible for the accuracy of information provided by it or on its behalf.
If any such information proves to be inaccurate and in consequence Darwin Print Solutions incurs any Increase in the cost of Delivery or otherwise in performing its obligations, then Darwin Print Solutions shall be entitled to be paid those costs immediately on invoicing the Customer.
4. PAYMENT
Darwin Print Solutions shall invoice the Customer the Price for all Services, and related charges, on Delivery and the Customer shall pay Darwin Print Solutions the invoiced sum (including all VAT) within thirty (30) Days of the invoice date.
Without prejudice to any other rights it may have, Darwin Print Solutions reserves the right to charge interest at 1.5% per month on all overdue payments, such interest payments to run from the due date of payment until payment in full is received (both before and after any judgment) and/or to suspend the provision of Services until payment in full, including any accrued interest, is received. Darwin Print Solutions may suspend or terminate this Order for non-payment.
The Customer shall indemnify Darwin Print Solutions for and against all costs and expenses incurred by Darwin Print Solutions in recovering any sum due to Darwin Print Solutions from the Customer in the event that the Customer fails to pay in accordance with Condition 4 herein.
5. PASSING OF RISK & TITLE
Liability for loss or damage to Products shall pass to the Customer upon despatch of the Products. Title to the Products shall pass to the Customer only upon payment of the Price in full to Darwin Print Solutions.
6. WARRANTY
Darwin Print Solutions warrants that Services shall be performed in a professional and workmanlike manner.
Except as expressly set forth in any applicable order, the preceding is Darwin Print Solutions only warranty concerning the services provided to customer under these conditions, and is made expressly in lieu of all other warranties and representations, express or implied, including but not limited to any implied warranties of merchantability, fitness for a particular purpose or otherwise. no warranties are created by any course of dealing between the parties, course of performance, trade usage or industry custom.
Darwin Print Solutions is not responsible for the loss of Customer data. The Customer is responsible for maintaining current backups of all data. Darwin Print Solutions will not be responsible for and any warranty does not cover infection of any Customer system with a virus. All work necessary for IKON to restore data or to remove a virus will be charged to the Customer in addition to the Price.
7. CUSTOMER WARRANTY
The Customer warrants and undertakes to Darwin Print Solutions:
(i) that it is the owner of the Material and/or properly authorised licensee of the Material and that it violates no intellectual property of third parties by having Darwin Print Solutions perform the Services under this Order.
(ii) to supply all assistance, documentation and other information necessary for Darwin Print Solutions to diagnose and/or remedy any fault.
The Customer indemnifies, defends and hold harmless Darwin Print Solutions from and against any claim, liability, damage or cost, including legal costs, for actual or alleged infringement of any intellectual property right, including copyright, trade mark, arising from the performance of Services under this Order.
In no event shall Darwin Print Solutions liability to the Customer for direct damage to the Customer’s property arising from the supply of Services exceed £3,000,000. Darwin Print Solutions shall not be liable to the Customer for loss of profits, data, goodwill or any other type of indirect loss, including loss or damage suffered by the Customer as a result of an action brought by a third party, even if such loss was reasonably foreseeable or Darwin Print Solutions had been advised of the possibility of the Customer incurring the same. Darwin Print Solutions’s liability to the Customer or any third party for any direct loss or damage of whatsoever nature and howsoever caused shall be limited to and in all circumstances other than the direct damage to the Customer’s property shall not exceed the Price. Darwin Print Solutions shall not be liable for imperfect work caused by any inaccuracies in any Material, other documents or specifications supplied by the Customer.
The Customer indemnifies and shall hold Darwin Print Solutions harmless against all and any loss, damage, claim or liability otherwise arising due to the death, personal injury or damage to the property of employees, agents or Darwin Print Solutions sub-contractors whilst on the Customer’s premises for the purposes of provision of the Services and which arise due to the negligence, acts or omissions of the Customer, its agents or employees. Darwin Print Solutions has calculated the Price on the basis that it is not liable for any other risks.
8. FORCE MAJEURE
Darwin Print Solutions may, without liability, delay performance or cancel this Order on account of force majeure or other circumstances beyond its control including, but not limited to, acts of God, war, riot, fire, earthquake, explosion, flood, strike, lockout, injunction or telecommunications, electrical or source of supply failure, or the unavailability of services, personnel, products or materials.
9. CONFIDENTIALITY
Confidential Information shall mean all information identified in writing as being confidential, which is obtained from the Customer by Darwin Print Solutions, or from Darwin Print Solutions by the Customer or is generated by Darwin Print Solutions in connection with this Order, other than information which becomes generally available in the public domain other than by the unauthorised actions of either of the parties to this Order; or which has or may come into the possession of one party otherwise than in breach of a duty of confidence to the other party; or which is already in the possession of a party with the right to disclose. Each party must treat all such Confidential Information as it would treat its own Confidential Information and must not, without the previous written consent of the other, use, publish or disclose to any person, nor cause nor permit any of its servants, agents or sub-contractors to use, publish or disclose any Confidential Information otherwise than for the performance of its duties under this Order and these conditions. The Customer shall not disclose pricing as stated hereunder to any third parties without the express written consent of Darwin Print Solutions. The confidentiality obligations in this clause shall survive the termination of this Order.
10. DATA PROTECTION
Darwin Print Solutions warrants that they will duly observe all their obligations under the Data Protection Act, which arise in connection with the provision of the Services.
11. GENERAL PROVISIONS
These Conditions, including Orders entered into from time to time, set forth the entire understanding between the parties and supersede all prior agreements, arrangements and communications, whether oral or written, with respect to the supply of Products and Services. Any purchase order issued by the Customer shall be for its administrative purposes only and none of its terms and conditions shall be of any force or effect against Darwin Print Solutions. Each Order, except as its terms otherwise expressly provide, shall be a complete statement of its subject matter and shall supplement these Conditions for the purposes of that Order only. No other agreements, representations or warranties, whether oral or written, shall be deemed to bind the parties with respect to the subject matter of these Conditions. Neither these Conditions nor any Order may be modified or amended except by the mutual written agreement of the parties. Save as otherwise expressly provided all amounts stated by Darwin Print Solutions are expressed Exclusive of value added tax (“VAT”) and any VAT arising in respect of any supply made under these Conditions shall be paid to Darwin Print Solutions by the Customer in addition to any other consideration
For the Products and /or Services.
In the event of a conflict between an Order and these Conditions these Conditions shall prevail. These Conditions shall be governed by and construed in accordance with English law and the parties submit to the non-exclusive jurisdiction of the English court.
12. ASSIGNMENT
Neither party may assign this Order without the written consent of the other.