These are the sole terms of trading of SOLO Managed Services (UK) Ltd (being herein called “SOLO”) and shall govern all transactions between SOLO and any customer (“the Customer”).
Estimates by SOLO shall not constitute an offer and may be withdrawn or revised at any time until acceptance by SOLO of the Customer’s order.
1. An Agreement (“the Agreement”) shall be concluded upon acceptance by SOLO of the Customer’s order in writing or by SOLO commencing work or preparation procedures pursuant to the order. Any statement or representation by SOLO its servants or agents shall be excluded unless confirmed in writing.
2. Price Variation. At any time before completion of a job SOLO may increase the price payable to reflect any increase in labour or material costs incurred as a direct result of a change in the job specification or as a result of the discovery of additional labour or materials required to complete a task.
3. Value Added Tax. The Customer shall pay all Value Added Tax or similar tax chargeable in respect of any postage or services supplied pursuant to the Agreement whether stated in any estimate or not.
4. Delivery. SOLO shall endeavour to meet the agreed completion date or dates but time shall not be of the essence and SOLO shall not be liable for any loss arising out of any delay in delivery
5. Postal delays. SOLO shall dispatch the client’s mail whether by Royal Mail or any other carrier agreed with the client. SOLO shall not be liable for the delivery of that mail once it leaves SOLO’s premises and therefore it’s control and SOLO shall not be liable for any loss arising out of any delay or non delivery by the carrier.
6. Terms. All monies payable by the Customer under the Agreement shall be paid in full without any deduction set-off or counterclaim whatsoever at the time specified in the Final Estimate or if none be so specified then within thirty days of the date of the invoice save that invoices relating to postage shall be paid in full by the Customer prior to any mail being despatched by SOLO.
7.1 If the Customer fails to pay any sum when due under the Agreement then SOLO may at its option:
i. Treat the agreement as having been repudiated and recover damages accordingly.
ii. Suspend further performance until all sums owing to SOLO by the Customer have been paid
iii. Withhold further performance until it has received payment in advance of all monies to become payable under the Agreement
iv. Suspend any credit granted to the Customer on any account
v. Charge interest at a rate of 8% over prevailing base rate of the Bank of Scotland from the date payable until payment is received in full.
7.2 Without prejudice to any other rights under the Agreement or otherwise, SOLO may cancel forthwith this or any other agreement with the Customer if:
i. The Customer is in breach of any term of the Agreement with SOLO;
ii. A legal process is levied upon the Customer’s property or assets or if the Customer makes or offers any arrangement with its creditors or commits any act of bankruptcy or if any petition or receiving order in bankruptcy is presented or made against him or if any resolution or petition to wind up a corporate customer whether voluntary or compulsory other than for amalgamation or reconstruction in a state of solvency is presented or if a receiver of the Customer’s undertaking property and assets or any part thereof is appointed or SOLO has reasonable grounds for believing that the Customer will fail to discharge its obligations to SOLO when due.
7.3 If SOLO cancels the Agreement under 8.2 all sums to become payable to SOLO and all loss whatsoever arising out of the termination of the Agreement shall become immediately due and payable.
7.4 Preliminary Work. All work carried out, whether experimentally or otherwise, at customer’s request shall be charged.
8. Property and Retention of Title. Until SOLO has received full payment for all monies payable by the Customer under the Agreement, ownership of all materials supplied by SOLO shall not pass to the Customer but shall remain with SOLO which reserves the right to dispose of the materials and any other goods manufactured out of the materials or into which the materials are incorporated.
9. Proofs. SOLO may submit proofs of any subject matter of the Agreement for the Customer’s approval and shall not be liable for any error not corrected by the Customer. Customer’s alterations and additional proofs necessitated thereby shall be charged extra. When style, type or layout is left to SOLO’s judgment, changes thereafter, made by the customer shall be charged extra.
10. Standing Matter. SOLO shall not be obliged to preserve mailing lists relating to the Agreement unless previously agreed in writing.
11. Materials. Every effort shall be made for materials to comply substantially with any samples previously supplied but SOLO shall not be liable if they do not comply.
12. Customer Supplied Materials.
12.1 SOLO may reject any paper, envelopes, computer disks or other materials agreed to be supplied by the Customer without assigning any reason. Acceptance of any such items shall not constitute a warranty that the items are suitable and SOLO shall not be liable for any defect, wastage or any other loss whatsoever arising from the materials supplied or specified by the Customer. Any additional cost arising from the use of the Customer supplied materials shall be an extra charge.
12.2 Quantities of materials supplied by the Customer shall allow for normal wastage.
12.3 The Customer shall indemnify SOLO against any loss, damage or expense arising because any material supplied by the Customer is defective or unsuitable.
12.4 SOLO will advise the Customer on completion of the Agreement of any materials supplied by the Customer which are surplus. The Customer shall in turn advise SOLO if these materials are to be returned at the Customer’s cost, retained by SOLO at the Customer’s cost or disposed of, at the Customer’s cost.
13. Illegal Matter. SOLO may refuse to print or package any material which it considers may be objectionable, illegal or might infringe any third party’s rights or create any criminal or civil liability.
14. Force Majeure. SOLO shall not be liable for any failure to perform any or all of its obligations under the Agreement arising from any liability to secure or procure at reasonable cost labour, materials or other supplies of any kind or any act of God, war, strike, lockout or other labour dispute, fire, flood, drought, equipment failure, legislation, order of public authority or any other cause whatsoever beyond its control.
15. Severability. If and to the extent that any provision of the Agreement (including these Terms and Conditions) is wholly or partly illegal, void or unenforceable then such provision or offending part thereof shall be severable from the remaining provisions or parts of provisions which shall remain in full force and effect.
16. Notices. All notices or other communications may be sent by facsimile, e-mail or first class post to the parties at their respective addresses set out in the Agreement.
17. Applicable Law. The Agreement shall in all respects be governed and construed in accordance with English Law. The parties submit the non-exclusive jurisdiction of the English courts.