1 General
1.1 In these Terms and Conditions unless the context otherwise requires
“Contract” means any contract entered into between the Purchaser and Lettertec for the supply of the Products arising on Lettertec’s acceptance of an order from the Purchaser.
“Purchaser Delay” means Purchaser’s failure to or delay in providing any documentation or information necessary to enable Lettertec to fulfil the order and/or failure to collect the work by the day on which Lettertec are contractually obliged to have it ready for collection shall be classed as Purchaser Delay.
“Force Majeure” means in relation to either party, any circumstances beyond the reasonable control of that party (including without limitation, paper availability, strike, lockout or other form of industrial action).
“Intellectual Property” means any copyrights, patents, designs, trade secret, trademarks, service marks or other industrial or intellectual property rights and applications for any of the foregoing.
‘Lettertec’, ‘we’, ‘us’ and ‘our’ each mean Lettertec Ireland Limited. Lettertec is a company incorporated under Irish law and registered with the Companies Registration Office to carry out business inter alia as Printers.
“Person” means any individual, partnership, firm, trust, body corporate or incorporate, government or government body, Licensor or agency
“Product” means any product of Lettertec in whole or in part supplied or to be supplied by Lettertec to a Purchaser pursuant to a Contract “Printing Agreement” the agreement entered into between Lettertec and the Purchaser providing for printing and cover design services to be provided by Lettertec to the author.
“Purchaser” means any Person who purchases the Products of Lettertec subject to these Terms and Conditions and to the Printing Agreement.
1.2 Unless the context otherwise requires, words importing the singular include the plural and vice versa.
Words importing the masculine include the feminine and words importing persons include corporations.
1.3 There shall be no Contract between Lettertec and the Purchaser until the Purchaser’s order is accepted by Lettertec.
1.4 The Purchaser acknowledges that in concluding any Contract with Lettertec pursuant to these Terms and Conditions that it is acting in the course of business and not as a consumer as such term is defined in the Sale of Goods Act 1983 and 1980 and the European Communities (Unfair Terms of Consumer Contracts) Regulations 1995.
These Terms and Conditions are, where applicable, to be read and interpreted in conjunction with the Publishing Agreement entered into by the Purchaser.
2. Ordering
2.1 The Purchaser shall order the Products from Lettertec [Lettertec to specify details].
3. Preliminary Work
3.1 The Purchaser shall pay Lettertec for all work carried out, whether experimentally or otherwise, at Purchaser’s request notwithstanding that such work may be carried out prior to an official order being placed.
4. Materials supplied or specified by the Purchaser
4.1 Lettertec shall have no liability in respect of any work being of less than reasonably satisfactory quality as a result of materials supplied or specified by the Purchaser.
5. Transfer of Ownership
5.1 The property in the Products shall remain in Lettertec until Lettertec has received payment in full for the Products from the Purchaser.
5.2 So long as the property in the Products shall remain in Lettertec the Purchaser shall hold the Products as Bailee for Lettertec and store the Products so as to clearly show them to be the property of Lettertec and Lettertec shall have the right, without prejudice to the obligations of the Purchaser, to purchase the Products, to retake possession of the Products (and for that purpose to go upon any premise occupied by the Purchaser).
5.3 Nothing in this clause shall confer any right upon the Purchaser to return the Products. Lettertec may maintain an action for payment due notwithstanding that property in Products shall not have vested in the Purchaser.
6. Risk Loss or Damage
6.1 Notwithstanding that the property in the Products may not have passed to the Purchaser, the Purchaser shall carry all risk of loss and/or damage to the Products from the time when the Products are delivered to the Purchaser.
6.2 From when the risk of loss and damage to the Products commences to be carried by the Purchaser until such time as Lettertec is paid in full for the Products the Purchaser shall:-
6.2.1 Indemnify and keep indemnified Lettertec against all loss of and damage to the Products and against any reduction in the resale value thereof below the price to be paid therefore by the Purchaser;
6.2.2 Insure and keep insured the Products in an amount at least equal to the price to be paid therefore by the Purchaser; and
6.2.3 Hold upon trust for Lettertec absolutely all proceeds of such insurance.
7. Delivery and Payment
7.1 Any times quoted by Lettertec to the Purchaser on receiving an order for delivery are estimates only and Lettertec shall not be liable for failure to deliver within the time quoted. Without prejudice to the generality of the foregoing, Lettertec shall use all reasonable endeavours to meet the delivery timetable.
7.2 Lettertec shall be entitled to make partial deliveries or deliveries by instalments and these Terms and Conditions shall apply to each partial delivery.
7.3 Without prejudice to the generality of the foregoing, Lettertec shall not have any liability for any delay in performing or failure to perform any of its obligations under the Contract due to any delay or failure on the part of any of its suppliers.
7.4 Subject to Clause 6 above, delivery of the Product by Lettertec shall be deemed to take place upon collection of the work by the Purchaser (where the Purchaser is obliged to collect the work) or (where Lettertec is obliged to deliver the work) actual delivery of the work to the Purchaser by us. Where the Purchaser is obliged to collect the work, Purchaser’s failure to collect the work by the day on which we are contractually obliged to have it ready for collection shall be classed as Purchaser Delay. Where Lettertec are obliged to deliver the work to the Purchaser but the Purchaser provides us with incomplete or incorrect delivery information or is not available to accept delivery, then provided that Lettertec have used reasonable endeavours to deliver the work to the Purchaser such a failed delivery shall be classed as Purchaser Delay.
7.5 The Purchaser shall notify Lettertec in writing of any non-delivery of the Products within one day of the proposed date of delivery. If Lettertec is satisfied that the Products have not been delivered Lettertec may, at its absolute discretion, wither arrange a replacement delivery as soon as possible or give credit to the Purchaser for such Products.
7.6 Unless otherwise specified the price quoted is for collection of the Product from our registered office. A charge may be made to cover any extra costs involved for delivery to a different address.
7.7 Should expedited delivery be agreed, Lettertec shall be entitled to make additional charges on a time and materials basis to cover any overtime or any additional costs involved, including without limitation, the cost of couriers or special delivery post.
7.8 Should work be suspended at the request of or delayed through any default of the Purchaser for a period of 30 days or more, we shall then be entitled to payment for work already carried out, materials specially ordered and other additional costs including storage.
8. Tax
8.1 Lettertec reserves the right to charge the amount of any value added tax payable whether or not included on estimates or invoices
8.2 Customs duties, clearance charges or equivalent duties shall be a matter for the Purchaser.
9. Variations in print quantities
9.1 Every endeavour is made to deliver the correct quantity ordered. However, some variation is inherent in the print process and it is understood and accepted as reasonable that minor variations are immaterial and that Lettertec shall have no liability in respect of such variations.
9.2 For other variations, Lettertec’s entire liability will be to award a credit. The Purchaser’s sole remedy in respect of shortages above these quantities (“Additional Shortages”) will be a re-print of the entire shortage quantity of the relevant work, to be undertaken by Lettertec within a reasonable period of time. The Purchaser shall not be entitled to a Credit in respect of an Additional Shortage.
10. Printing & Technical issues
10.1 All reasonable efforts shall be made to obtain the best possible reproduction on Purchaser’s work but variation is inherent in the print process and it is understood and accepted as reasonable that, Lettertec shall not be required to guarantee an exact match in colour or texture between the Purchaser’s photograph, transparency, proof, electronic graphic file, previously printed matter (whether printed by Lettertec or another party) or any other materials supplied by the Purchaser and the printed article being the subject of the Purchaser’s order.
10.2 While every effort is made to produce printing of the highest quality it is inherent in the printing process that due to technical issues there may from time to time be some or all of toner dots, ink dots, minor deletions, minor black marks and/or minor paper creases in the printing produced.
11. Credit Terms
11.1 For invoices not settled within 30 days from the end of the month in which an invoice is issued, Lettertec reserves the right to charge interest on the overdue debt at 2% above the Central Bank of Ireland base rate at the time and an administration fee to cover its debt recovery costs.
12. Insolvency
12.1 If the Purchaser ceases to pay its debts in the ordinary course of business or cannot pay its debts as they become due or being a company is deemed to be unable to pay its debts or has a winding-up petition issued against it or being a person commits an act of bankruptcy or has a bankruptcy petition issued against it, Lettertec, without prejudice to other remedies, shall (i) have the right not to proceed further with the Contract or any other work for the Purchaser and be entitled to charge for work already carried out (whether completed or not) and materials purchased for the Purchaser, such charge to be an immediate debt due to Lettertec, and (ii) in respect of all unpaid debts due from the Purchaser have a general lien on all goods and property in Lettertec’s’ possession (whether worked on or not) and shall be entitled on the expiration of 14 days’ notice to dispose of such goods or property in such manner and at such price as Lettertec thinks fit and to apply the proceeds towards such debts.
13. Copy
13.1 Where any additional work of whatever nature is necessary as a result of copy supplied by Purchaser not being clear and /or legible, Lettertec shall be entitled to make additional charges on a time and materials basis to cover such additional work.
14. Proofs
14.1 Proofs of all work may be submitted for Purchaser’s approval and Lettertec shall incur no liability for any errors not corrected by the Purchaser in proofs so submitted. Additional charges shall be made for any additional proofs as a result of alterations required by the Purchaser when style, type or layout is left to Lettertec’s discretion, any subsequent changes to such style, type or layout required by the Purchaser shall be subject to additional charges on a time and material basis.
15. Copyright
15.1 Unless negotiated and agreed in writing, the copyright of general artwork, commissioned artwork and illustrations and anything else whatsoever prepared, developed or created by Lettertec shall vest in and belong to Lettertec.
Where design and artwork have been commissioned by a client and such design forms part of the actual print job being quoted, such artwork and design shall remain the property of Lettertec. In the event that the client requires access to or ownership of such design work , this must be agreed beforehand by both parties and Lettertec may apply a higher “stand alone” charge for such design.
15.2 The Purchaser shall indemnify and hold Lettertec, its agents, and representatives harmless against all claims, demands, actions, costs, expenses (including but not limited to legal costs and disbursements), losses and damages arising from or suffered or incurred by reason of any claim (including but not limited to the defence of such claim) that the reproduction of the materials provided by the Purchaser to Lettertec infringes the Intellectual Property or other rights of any third party or misuses the confidential information of a third party.
16. Illegal matter
16.1 Lettertec shall not be required to produce or print any matter which in its sole opinion is or may be of an illegal, libellous or obscene nature or an infringement of the proprietary or any other rights or any third party.
16.2 The Purchaser shall indemnify and hold Lettertec harmless against all claims, demands, costs, expenses (including but not limited to legal costs and disbursements), losses and damages arising from or suffered or incurred by reason of any and all work done by, and any and all materials provided by, Lettertec it is required to produce pursuant to a Purchaser order being or alleged to be defamatory.
17. Liability
17.1 Lettertec gives no warranties or guarantees or makes representations as to the merchantability or fitness for a particular purpose of any completed work the subject of a Purchaser’s order. All other warranties, conditions, guarantees or representations, whether express or implied, oral or in writing, except as expressly stated in these terms and conditions are hereby excluded.
17.2 Lettertec will not be liable for any loss arising from delay in transit not caused by us, nor do we take responsibility for any delay caused by any courier/delivery service/postal service provider used.
17.3 Lettertec shall not be liable for any indirect, special, or consequential damages, loss of profits, economic loss, loss of goodwill or anticipated savings or loss of data.
17.4 The total aggregate liability of Lettertec in respect of any and all causes of action arising out of or in connection with the Purchaser’s order and our performance of services pursuant to such order (whether for breach of contract, strict liability, tort (including, without limitation, negligence), misrepresentation or otherwise) shall be limited to the sums paid to Lettertec by the Purchaser in respect of the order pursuant to which liability has arisen.
17.5 Nothing in these terms and conditions shall be construed so as to limit or exclude liability which cannot, pursuant to Irish law, be excluded or limited including for death or personal injury or liability in respect of fraud or fraudulent misrepresentation.
18. Indemnity
18.1 The Purchaser shall keep Lettertec and/or its employees and agents indemnified from and against all damages, losses, actions, costs, expenses (including, without limitation, legal fees and expenses),claims or demands, fines, penalties and all liabilities whatsoever which may be made against Lettertec, its employees or its agents or which its employees or agents may sustain, pay or incur:-
18.1.1 As a result, whether directly or indirectly of the Purchaser’s breach of contract, negligence, breach of statutory duty or other act or omission.
18.1.2 In respect of any claim brought against Lettertec by any third-party arising out of or in connection with the sale or use of any of the Products; or
18.1.3 As a result of work done or the supply of any of the Products in accordance with the Purchaser’s specifications which involves the infringement of any Intellectual Property Rights.
19. Company Imprint
19.1 Unless otherwise specifically requested in writing any work may carry the Lettertec imprint/logo which will be positioned at our discretion.
20. Data Protection
20.1 By placing an order with Lettertec the Purchaser consents to its details being used internally within Lettertec for accounting and marketing purposes. The details will be kept by Lettertec even after the Purchaser’s trading relationship with Lettertec has terminated. Lettertec may use the Purchaser’s personal data to let Purchaser’s know about goods and services similar to the goods or services provided to the Purchaser previously and any other matters that Lettertec consider to be of interest to Purchasers.
21. Force Majeure
21.1 If either party is affected by Force Majeure It shall forthwith notify the other party of the nature and extent of it.
21.2 Lettertec shall be under no liability if it shall be unable to perform any obligation which is owed by us to the Purchaser for any reason beyond our control including (without limiting the forgoing) Act of God, legislation, war, fire, flood, drought, failure of power supply, lock-out, road conditions, strike or any other action taken by employees in contemplation or furtherance of a dispute or owing to any inability to procure materials required for the performance of the Contract. During the continuance of such a contingency the Purchaser may by written notice to Lettertec elect to terminate the Contract and pay for work done and materials used, but subject thereto shall otherwise accept delivery when available.
22. Termination
22.1 Lettertec shall be entitled to terminate a Contract with immediate effect, upon giving written notice to the Purchaser.
23. Variation to Terms and Conditions
23.1 These terms and conditions may be amended from time to time. The latest version of these terms and conditions may be accessed via the website.
24. Arbitration
24.1 If any dispute arises between Lettertec and the Purchaser, it shall be resolved through good faith negotiations between the parties. If such efforts prove unsuccessful, all such controversies, claims, or disputes shall be submitted to binding arbitration conducted in the Republic of Ireland in accordance with the Rules of the International Arbitration Association.
24.2 The place of arbitration shall be Dublin, Ireland. The language to be used in the arbitral proceedings shall be English. The Arbitration Tribunal shall consist of a single arbitrator appointed by agreement between the parties or, failing agreement between the parties within 30 days for a request for arbitration is made by any party, appointed on the application of any party Chairman for the time being of the Bar Council of Ireland.
25. Law
25.1 These terms and conditions and all other express terms of the Contracts with Purchaser’s shall be governed and construed in accordance with Irish law. Irish courts shall have jurisdiction in relation to any other matters arising in connection with any Contract between Lettertec and the Purchaser which these terms are incorporated.
