Terms and conditions
Orders and Cancellation
1. These terms and conditions set out the exclusive basis on which Tudor Distribution Services Ltd (the “Company”) agrees to provide distribution services to any person (the “Customer”). Customer agrees to take such services on this basis and acknowledges that no employee or agent of the Company has any authority to agree any addition or variation hereto.
2. Where the Customer cancels or delays any distribution the following charges (being agreed estimates of the Company’s lost profits) shall apply based on the time from Customer notifying the Company in writing (and in the case of delay in addition to the delivery charge subsequently payable):
- over 30 days prior to the scheduled start date: no charge
- 15-30 days prior to the scheduled start date: 50% of the delivery charge
- 0-14 days prior to the scheduled start date: 100% of the delivery charge
save in the case of monthly publications where the Customer shall be liable for 100% of the delivery charge unless it shall have given the Company at least 30 days’ written notice. “Scheduled start date” shall mean the earlier of the first day of the week in which distribution is due to start and the day on which the Company is due to deliver the items to distributors, if different.
3. In the event of a delay or shortage in the quantity of items supplied to the Company for distribution, such distribution will be carried out at the earliest subsequent opportunity practicable.
Items for Distribution
4. The Company reserves the right to refuse any order in full or part.
5. All items for delivery must comply with all legal requirements and with the British Code of Advertising, Sales Promotion and Direct Marketing and must not be likely to cause embarrassment or bring into disrepute the Company or its distributors. All items must also contain the name and address of the printer or name and contact details of the publisher. Customer agrees to indemnify the Company against all damages, losses, costs, and expenses resulting from any claim against the Company relating to the form, content or nature of items distributed for Customer.
6. Unless the Company has agreed an alternative arrangement in writing, all items for distribution must be delivered to the Company not less than 7 days prior to the scheduled start date. Items shall be counted and packaged in accordance with any packing instructions issued by the Company from time to time.
7. Where distribution is on a shared basis the Company reserves the right to distribute items from competitors together.
8. Items for delivery shall not carry any form of advertisement for the recruitment of distributors save with the Company’s prior written consent.
The Company’s Obligations
9. By accepting an order for the distribution of any items the Company undertakes to use its reasonable endeavours to deliver those items which comply with the requirements of this agreement through allocating work to selected distributors within its network. Company shall use reasonable skill and care in carrying out such selection.
10. Whilst any distribution timing is agreed in good faith, distribution dates are not guaranteed and the Company reserves the right to vary both the method and timing of the distribution. Time shall not be of the essence.
11. No guarantee can be given that deliveries will be made to every targeted letterbox in the area and a tolerance of 5% (five per cent) of the households to be targeted will be allowed. The Company additionally reserves the right not to distribute items to any letterbox that may not easily be located, to which the Company cannot obtain access, where access is considered undesirable or unsafe or where the householder has indicated by any means that unaddressed mail is unwelcome.
12. While the Post Office’s PAF data may be provided and may be used as the basis for billing, actual numbers delivered will often differ from such data.
13. The Company is authorised by client to dispose of any items remaining after completion of the distribution.
Payment
14. Unless other terms have been agreed in writing payment shall be due prior to the commencement of distribution and where payment has not been made by that date the Company shall be entitled either to delay distribution or to proceed in advance of payment. All prices are quoted exclusive of VAT which shall be payable in addition, subject to issue of an appropriate VAT invoice. An additional fee is due for payments by credit card.
15. The Company shall be entitled to charge interest at 8% per annum above the base rate from time to time in force on all overdue accounts, together with compensation for the costs suffered by the Company arising from late payment, in accordance with its rights under the Late Payment of Commercial Debts (Interest) Act 1998.
16. Customer shall not be entitled to withhold payment of any amount payable to the Company by reason of any dispute or claim by Customer and Company shall have a general lien over items provide by Customer.
17. Company may destroy items not collected within 7 days of notice to Customer. Company may charge a reasonable storage charge where items are delivered early or where distribution is cancelled or delayed or where holding excess stock.
Queries and Complaints
18. The Company undertakes to investigate any queries or complaints, providing that they are reported within two weeks of the distribution period and that sufficient information as to the basis of the complaint is provided. Contact should be made with the relevant manager in the first instance. The results of the findings will be made available to the Client. If the Client remains unsatisfied the matter should be referred to the directors.
Limits on Liability
19. Where there is any failure in delivery due to the Company’s breach of its obligations the Company’s sole liability shall be to redeliver to the postcode sector or part thereof affected unless the item shall be promoting an event which has passed in which case Company’s obligation shall be to reimburse that proportion of the delivery charge as is represented by the area affected.
20. In no circumstances shall the liability of the Company through late delivery, incorrect delivery or non-delivery exceed that proportion of the Company’s charges to the client as relate to the post code sector, or part thereof, affected.
21. The Company’s liability in the event of any loss of or damage to items held on behalf of a client shall be limited to the reasonable cost of printing the items in question.
22. In no event shall Company have any liability for any loss of profit, indirect, special or consequential loss or damage whatsoever (whether caused by negligence or otherwise).
23. Company shall have no liability to Customer unless the delivery charge has been received in full by the Company.
24. Save as provided by condition 9 the Company shall not be liable to Customer as a result of any warranty (express or implied) or any representation, condition or other term all of which are hereby excluded.
Force Majeure
25. The Company shall have no liability where the provision of distribution services is prevented, restricted or delayed through any cause outside its reasonable control including any difficulty in procuring performance by any third party of obligations they have undertaken.