Terms and Conditions of Trading

A. General

(i) The following terms & conditions govern all transactions between the customer and LinkDirect Limited (hereafter referred to as “the Company”) except as otherwise specifically agreed in writing by a Director of the Company and to the exclusion of any other terms even if those terms are contained in any part of the Customer’s document that purports to provide that the customer’s own terms shall prevail.

(ii) The confirmation of order despatched by the Company comprises an invitation to treat. Acceptance by the customer creates a binding contract between the Company and the supply of services subject to these terms that shall govern the contract to the exclusion of any other terms and conditions that are inconsistent herewith on which such order is made by the customer. If the customer has not returned the acceptance of contract form subject to the terms within 48 hours of receipt but has otherwise accepted the Company`s confirmation of order the customer is deemed to have accepted these terms.

(iii) Each clause and sub-clause is severable and independent of every other clause and sub-clause.

(iv) The agreement shall be governed and construed in accordance with the English Law.

B. Cancellation

(i) The Company has an absolute discretion to refuse to accept, publish or distribute any order, whether paid for or not, if it believes the acceptance, publication or distribution of the same would:

(a) infringe any law or statutory requirement
(b) infringe the British Code of Advertising Practice
(c) be a breach of infringement of a copyright, patent trade mark or any other such right.
(d) be libellous, obscene, or in breach of any rights of any third party whatsoever.

(ii) An order may be cancelled if notice in writing is received by the Company seven days before the scheduled date of distribution. In the event of a cancellation the customer will pay to the Company:

(a) the costs incurred by the Company in connection with the said order including any costs incurred in the proposed distribution and (b) 25% of the order price representing an agreed estimate of the Company`s loss of profit on the order.

C. Distribution Orders

(i) The customer`s order must specify:

(a) The precise area(s) in which distribution is required: and
(b) The dates on or between which distribution is required.

(ii) The Company will estimate the quantity of material required to cover the said area and advise the customer accordingly.

(iii) In making such an estimate, the Company does not imply a 100% coverage to the said area, nor can it guarantee distribution to a particular property in that area.

(iv) The customer shall deliver the material for distribution to the address(es) supplied by the Company, not earlier than two weeks and not later than one week before the proposed distribution date, in units of 100 items, boxed in units of 1,000 or 2,000 items.

(v) The Company reserves the right not to distribute to any property or area that is considered to be unsafe or undesirable for distributing teams.

D. Payment

(i) Every order shall be paid for in full at least 7 days before the scheduled distribution date unless otherwise agreed in writing by an agent of the Company authorised so to do.

(ii) In the case of non payment the Company shall be entitled to terminate the order without notice.

(iii) If monies due under this agreement are not paid on the due date the customer will pay interest on the sum outstanding as four percent (4%) over the Base Rate from time to time declared by the Barclays Bank plc from the date due to the date of payment whether before or after Judgement.

(iv) Without prejudice to its other remedies, the Company shall in respect of all unpaid debts due from the customer have a general lien on all goods and property in its possession and shall be entitled on the expiration of 14 days written notice sent to the customer at his/her last known address to dispose of such goods and property as it thinks fit and to apply any proceeds towards such debts. The Company shall not be liable for any loss or damage caused by or consequent upon suchaction.

(v) The Company may make reasonable chrge for storage of the customer`s property if delivered before the date specified in clause C(iv) or if for any reason it is not distributed or delayed.

(vi) The customer shall not make any deduction from the amount due or any deferment of payment on account of any disputes, set offs, or cross claims.

(vii) The prices quoted by the Company are exclusive of Value Added Tax, unless otherwise stated, which will be charged at the rate currently in force.

E. Timing of Distribution

(i) All dates quoted for distribution of the material supplied by the customer are approximate only and the Company shall not be liable for any delay in the distribution of the materials, howsoever caused. The time of distribution of the materials shall not be of the essence of the contract unless previously agreed in writing by the Company.

(ii) The Company will endeavour to arrange for the distribution of the said quantities of material in the said area(s) on or about the said dates but cannot guarantee such distribution, and if there is any delay for any cause, whether or not within or outside the Company`s reasonable control, this shall not be a breach or repudiation of the contract.

(iii) The Company shall not be liable to the customer for any loss or damage suffered by the customer arising from late distribution.

F. Complaints

(i) All complaints or claims must be notified to the Account Handler or a Director of the Company within seven days of the relevant distribution date(s).

(ii) In the event of a non-distribution complaint the Company will, upon receipt of the details of the properties or the area in question, investigate the complaint and depending upon the results of such investigation will re-imburse the customer that proportion of the order price (excluding the price of printing) as is equal to the proportion of the order found not to have been delivered.

G. Force Majeure

The Company will not be liable to the customer for delay in performing its obligations or failure to perform its obligations if such delay or failure results from circumstances beyond its control including but not limited to force majeure, Act of God, failure to perform of third parties, fire, explosion, accident or industrial dispute.

H. Risk and Insurance

The customer shall at all times be responsible for the insurance of any material, whether for distribution or otherwise in possession of the Company or its agents. Such materials are at all times at the risk of the customer.

I. Limitation of Liability

(i) Except as provided herein the Company shall be under no liability whatsoever to the customer in regard to the service provided pursuant to the order and any conditions or warranty which might otherwise be implied or incorporated by contract, by reason of statute, common law or custom or otherwise is hereby excluded to the extent permitted by law.

(ii) The Company will be responsible for damage to property if such damage is caused directly by the Company`s negligence or of any person for whose acts the Company is responsible save that the Company`s liability under this condition for damage to the customer`s property shall be limited to the total value of the order.

(iii) The Company shall in no circumstances be liable to the Customer or to any other party whether in negligence, tort, contract or otherwise for financial consequential loss however arising (including without prejudice to the generality of the foregoing any loss of profits or business or of contract) and the customer shall indemnify and save the Company harmless against any such loss.

J. Indemnity

In the event that any complaint, claim, action proceedings, or prosecution is brought or made against the Company in respect of, or arising in any way from any matter or things appearing in or on the material published or dealt with by the Company for the customer, whether such matter or thing is, or is alleged to be illegal, unlawful, libellous, in breach of an infringement or copyright trade mark, patent design or any third part right whatsoever of any nature, or in breach of any code, regulation of guide-lines whether they have statutory force or otherwise and whether such complaint, claim, action or proceeding is settled, compromised or litigated in any way and as a result the Company incurs any cost, loss, damage, liability or penalty of any kind, the customer shall forthwith upon demand in writing sent to the customer`s last known address indemnify the Company in full in respect of such cost, loss, damage or liability including any legal or other costs incurred in relation thereto and without exercising any right of set off, counterclaim or cross demand of any nature against the Company.

K. Copyright

The copyright of any artwork, documents or other material prepared by the Company fur use in connection with any order whether published or not shall belong to the Company.

L. Termination

If the Customer:
(i) commits a breach of contract or obligation to the Company: or
(ii) if distress or execution is levied upon the customer`s property: or
(iii) if the customer enters into liquidation whether compulsorily or voluntarily or makes or offers any arrangement or composition with its creditors or becomes subject to an administration order or commits any act of bankruptcy or if any petition or receiving order in bankruptcy is presented or make against him: or
(iv) if a receiver is appointed to any of the customer`s property or assets the Company may determine any contract then subsisting without notice and without prejudice to any of the Company`s other rights and claim the customer shall pay the Company forthwith:
(a) the costs incurred by the Company in connection with the said order including any costs incurred with distribution: and
(b) 25% of the order price, representing an agreed estimate of the Company`s loss of profit on the contract.

M. Subcontractors

The Company reserves the right to sub-contract any part of the order.

N. Assignment

The Customer may not assign its rights hereunder to a third party without prior written consent of the Company.

O. Notices

Any written notice under these items shall be in writing and shall be deemed to have been properly given if hand-delivered or sent by pre-paid first class letter post to the registered offices or any one of the principal places of business of the party being served on the date when in the ordinary course of post the letter would have been delivered.

P. Waiver

The waiver by the Company of any breach of these terms shall be considered as a waiver of any subsequent breach of the same or any other provision.

Q. Entire Agreement

These terms represent the entire agreement and understanding between the parties and no amendments to these terms shall be binding on the parties unless agreed in writing by both parties.