Printing T&Cs

PRINTING TERMS AND CONDITIONS

These terms and conditions are between TJP Tours Limited, a company registered in England and Wales, with company registration number 13594107 (we, us or our) and you, being the person or entity stated in the Quote (you or your), together the Parties and each a Party. Together, these terms and conditions and the Quote make up the entire agreement under which we will provide the Goods to you (Agreement).

1. Supply of Goods
   1. In consideration of your payment of the Price, we will supply the Goods in accordance with this Agreement and all applicable Laws, whether ourselves or through our Personnel.
   2. If this Agreement expresses a time within which the Goods are to be supplied, we will use reasonable endeavours to provide the Goods by such time, but you agree that such time is an estimate only.
2. Delivery, Title and Risk
   1. Unless otherwise stated in the Quote, title in the Goods will only pass to you on the date that you pay the Price in full in accordance with this Agreement.
   2. Until such time as title in the Goods has passed to you pursuant to clause 2.3, you must not allow any other person to have or acquire any security interest in the Goods, unless with our prior written consent.
   3. If the Quote indicates that we are responsible for delivering the Goods to you, we will use reasonable endeavours to deliver the Goods by the time agreed between the Parties, and risk in the Goods will pass to you once we have delivered the Goods to the agreed delivery location. You will be responsible for the costs of delivery and the delivery costs will be set out in the Quote.
   4. If the relevant Quote indicates that you are responsible for collecting the Goods from us or you arrange your own carrier, you (or the carrier) must collect the Goods by the time agreed between the Parties, and risk in the Goods will pass to you once you or the carrier have collected the Goods from the agreed collection location. You will be responsible for the costs of collection.
   5. Where Goods are supplied to you without payment in full, you:
      1. are a bailee of the Goods until title in them passes to you;
      2. irrevocably appoint us to be your attorney to do all acts and things necessary to ensure our retention of title to the Goods; and
      3. must not allow any other person to have or acquire any security interest in the Goods without our prior written consent.
3. Goods
   1. We will personalise the Goods as set out in the Quote (for example by printing or embroidering a logo or other design onto the Goods), you agree to:
      1. provide high resolution image files in an PNG/PSD format of any design or logo to be added to the Goods (Design);
      2. provide an example mock up image of the Design imprinted on the Goods; and
      3. provide a list of proposed colours of the Goods using a pantone colour chart.
   2. You represent, warrant and agree that you hold all intellectual property rights in the Design or have permission and all necessary rights and/or licences from the owner of the Design to imprint the design onto Goods and sell those Goods. Despite anything to the contrary, to the maximum extent permitted by law, you are liable for, and agree to indemnify us and hold us harmless in respect of, any Liability that we may suffer, incur or otherwise become liable for, arising from or in connection with any third party claim we face resulting from your breach of this clause 3.2.
   3. We agree we will imprint the Design onto Goods in accordance with the Quote. You acknowledge that any digital mock ups of Goods imprinted with a Design may differ in colour, quality and appearance from the physical Goods produced by us. You acknowledge and agree that we will have no liability to you where the final Goods differ from the digital mock up.
   4. To the extent the Goods are clothing, we will provide notes setting out how best to wash and care for the Goods (Washing Guidelines). You acknowledge that we will have no liability to you or your end customers in the event you or your customers damage the Goods as a result of failing to follow the Washing Guidelines.
   5. You acknowledge and agree that we have no contractual relationship with your end customers and any discussions regarding refunds between you and an end customer must be conducted solely by you and the relevant end customer.
   6. In the event that we are unable to supply the exact Goods requested in the Quote we will contact you to discuss alternative substitution options.
   7. Notwithstanding clause 3.6, variations to the Quote must be agreed in writing between the Parties and will be priced in accordance with any schedule of rates provided by us, or otherwise as reasonably agreed between the Parties. If we consider that any instructions or directions from you constitute a variation to the scope of the Quote or our obligations under this Agreement, then we will not be obliged to comply with such instructions or directions unless agreed in accordance with this clause.
4. Defective Goods
   1. In the event that you identify any faulty or defective Goods you must notify us as soon as possible and within 1 Business Day of taking delivery of the Goods.
   2. Subject to your compliance with clause 4.1 and us being reasonably satisfied that the Goods are faulty or defective, we will at our sole discretion:
   1. issue you with replacement Goods on a pro rata basis; or
   2. refund you for the defective Goods on a pro rata basis.
5. Price and Payment
   1. You agree to pay us the Price and any other amounts due under this Agreement in accordance with the Payment Terms.
   2. If any payment has not been made in accordance with the Payment Terms, we may (at our absolute discretion, and without prejudice to any of our rights or remedies under this Agreement or at Law):
   1. after a period of 5 Business Days from the relevant due date, cease supplying the Goods, and recover, as a debt due and immediately payable from you, our reasonable additional costs of doing so (including all recovery costs);
   2. charge interest at a rate equal to the Bank of England’s base rate, from time to time, plus 4% per annum, calculated daily and compounding monthly, on any such amounts unpaid after the relevant due date in accordance with the Payment Terms; and/or
   3. enter any premises where the unpaid Goods are stored or held, for the purpose of retrieving and taking possession of those Goods, and you agree to provide any access, items and consents required to enable us to do so.
   3. VAT: All amounts payable by you under this Agreement are exclusive of amounts in respect of any taxes, including sales, use or value added tax chargeable from time to time (VAT), unless otherwise stated. Where any taxable supply for VAT purposes is made under this Agreement by us to you, you agree, on receipt of a valid VAT invoice from us, to pay to us such additional amounts in respect of VAT as are chargeable on the supply of the Goods at the same time as payment is due for the supply of the Goods.
6. Confidential Information
   1. Subject to clause 6.2, each Party must (and must ensure that its Personnel) keep confidential, and not use (except to perform its obligations under this Agreement) or permit any unauthorised use of, information provided by the other Party, including information about this Agreement and the other Party’s business and operations.
   2. Clause 6.1 does not apply where the disclosure is required by law or the disclosure is to a professional adviser in order to obtain advice in relation to matters arising in connection with this Agreement and provided that the disclosing Party ensures the adviser complies with the terms of clause 6.1.
   3. This clause 6 will survive the termination of this Agreement.
7. Privacy

   Each Party agrees to comply with all Applicable Data Protection Law with respect to the transfer or processing of any Personal Data in connection with this Agreement.

8. Liability
   1. Nothing in this Agreement limits any Liability which cannot legally be limited, including Liability for:
   1. death or personal injury caused by negligence;
   2. fraud or fraudulent misrepresentation;
   3. breach of the terms implied by section 2 of the Supply of Goods and Services Act 1982 (title and quiet possession); and
   4. defective products under the Consumer Protection Act 1987.
   2. Subject to clause 8.1, but despite anything to the contrary, to the maximum extent permitted by Law:
   1. neither Party will be liable for Consequential Loss;
   2. a Party’s liability for any liability under this Agreement will be reduced proportionately to the extent the relevant liability was caused or contributed to by the negligent or unlawful acts or omissions of, or breach of this Agreement, by the other Party; and
   3. our aggregate liability for any Liability arising from or in connection with this Agreement in respect of each Quote, will be limited 100% of the Price paid or payable by you under the Quote.
   3. We have given commitments as to the compliance of the Goods with this Agreement and applicable Laws in clause 1.1. In view of these commitments, the terms implied by sections 3, 4 and 5 of the Supply of Goods and Services Act 1982 are, to the maximum extent permitted by law, excluded from this Agreement.
   4. This clause 8 will survive the termination or expiry of this Agreement.
9. Term and Termination
   1. This Agreement will operate for the Term.
   2. This Agreement will terminate immediately upon written notice by a Party (Non-Defaulting Party) if:
   1. the other Party (Defaulting Party) breaches a material term of this Agreement and that breach has not been remedied within 10 Business Days of the Defaulting Party being notified of the breach by the Non-Defaulting Party; or
   2. the Defaulting Party goes bankrupt, insolvent or is otherwise unable to pay its debts as they fall due.
   3. Upon expiry or termination of this Agreement:
   1. we will immediately cease providing the Goods;
   2. to the maximum extent permitted by law, any payments made by you to us for Goods already supplied are not refundable to you;
   3. you are to pay for all Goods supplied prior to termination, including Goods which have been supplied and have not yet been invoiced to you, and all other amounts due and payable under this Agreement;
   4. you agree to grant us such rights of access to any premises where the Goods are located to allow us (or our Personnel) to recover or repossess any Goods which we retain title to;
   5. we may retain your documents and information (including copies) to the extent required by law or pursuant to any information technology back-up procedure, provided that we handle your information in accordance with clause 6; and
   6. you agree to promptly return (where possible), or delete or destroy (where not possible to return), any documentation, information or material provided to you by us that is in your possession or control.
   4. Termination of this Agreement will not affect any rights or liabilities that a Party has accrued under it.
   5. This clause 9 will survive the termination or expiry of this Agreement.
10. General
    1. Amendment: This Agreement may only be amended by written instrument executed by the Parties.
    2. Assignment: Subject to clauses 10.3 and 10.14, a Party must not assign, novate or deal with the whole or any part of its rights or obligations under this Agreement without the prior written consent of the other Party (such consent is not to be unreasonably withheld).
    3. Assignment of Debt:You agree that we may assign or transfer any debt owed by you to us, arising under or in connection with this Agreement, to a debt collector, debt collection agency, or other third party.
    4. Contracts (Rights of Third Parties) Act 1999:Notwithstanding any other provision of this Agreement, nothing in this Agreement confers or is intended to confer any right to enforce any of its terms on any person who is not a Party to it.
    5. Disputes: A Party may not commence court proceedings relating to any dispute, controversy or claim arising from, or in connection with, this Agreement (including any question regarding its existence, validity or termination) (Dispute) without first complying with this clause 10.5. A Party claiming that a Dispute has arisen must give written notice to the other Party specifying the nature of the Dispute (Dispute Notice). The Parties must meet (whether in person, by telephone or video conference) within 10 Business Days of service of the Dispute Notice to seek (in good faith) to resolve the Dispute.
       If the Parties do not resolve the Dispute within 20 Business Days of the date the Dispute Notice was served (or such further period as agreed in writing by the Parties), either Party may:
    1. where you are resident or incorporated in the UK, refer the matter to mediation, administered by The Centre for Effective Dispute Resolution, in accordance with the Model Mediation Procedure. The costs of any mediation will be split equally between the Parties.
    2. where you are not resident or incorporated in the UK, refer the matter to arbitration administered by the London Court of International Arbitration (LCIA), with such arbitration to be conducted in London, before one arbitrator, in English and in accordance with the LCIA Arbitration Rules. The costs of any arbitration will be split equally between the Parties.

    Nothing in this clause will operate to prevent a Party from seeking urgent injunctive or equitable relief from a court of appropriate jurisdiction.

    6. Entire Agreement: This Agreement contains the entire understanding between the Parties and the Parties agree that no representation or statement has been made to, or relied upon by, either of the Parties, except as expressly stipulated in this Agreement, and this Agreement supersedes all previous discussions, communications, negotiations, understandings, representations, warranties, commitments and agreements, in respect of its subject matter.
    7. Force Majeure: Neither Party will be liable for any delay or failure to perform their respective obligations under this Agreement if such delay or failure is caused or contributed to by a Force Majeure Event, provided that the Party seeking to rely on the benefit of this clause:
    1. as soon as reasonably practical, notifies the other Party in writing details of the Force Majeure Event, and the extent to which it is unable to perform its obligations; and
    2. uses reasonable endeavours to minimise the duration and adverse consequences of the Force Majeure Event.
    8. Governing Law: This Agreement is governed by the laws of England and Wales. Each Party irrevocably and unconditionally submits to the exclusive jurisdiction of the courts operating in England and Wales and any courts entitled to hear appeals from those courts and waives any right to object to proceedings being brought in those courts.
    9. Intellectual Property: Nothing in this Agreement constitutes a transfer or assignment of one Party’s intellectual property rights to the other Party.
    10. Notices: Any notice given under this Agreement must be in writing addressed to the addresses set out in this Agreement, or the relevant address last notified by the recipient to the Parties in accordance with this clause. Any notice may be sent by standard post or email, and will be deemed to have been served on the expiry of 48 hours in the case of post, or at the time of transmission in the case of transmission by email.
    11. Publicity:Despite clause 6, with your prior written consent, you agree that we may advertise or publicise the broad nature of our supply of the Goods to you, including on our website or in our promotional material.
    12. Relationship of Parties: This Agreement is not intended to create a partnership, joint venture, employment or agency relationship between the Parties.
    13. Severance: If a provision of this Agreement is held to be void, invalid, illegal or unenforceable, that provision is to be read down as narrowly as necessary to allow it to be valid or enforceable, failing which, that provision (or that part of that provision) will be severed from this Agreement without affecting the validity or enforceability of the remainder of that provision or the other provisions in this Agreement.
    14. Subcontracting: We may subcontract the supply of any part of the Goods without your prior written consent. We agree that any subcontracting does not discharge us from any liability under this Agreement and that we are liable for the acts and omissions of our subcontractor.
    15. You agree to not subcontract any of your obligations under this Agreement without our prior written consent, which may be withheld at our absolute discretion. You agree that any approval to subcontract given by us does not discharge you from any Liability under this Agreement and you are liable for the acts and omissions of the subcontractor.

    Definitions

    In this Agreement, unless the context otherwise requires, capitalised terms have the following meanings:

    Agreement means these terms and conditions and any documents attached to, or referred to in, each of them.

    Applicable Data Protection Law means the laws and regulations applicable to the processing of Personal Data by the Parties in connection with this Agreement, including without limitation, the Data Protection Act 2018.

    Business Day means a day on which banks are open for general banking business in England, excluding Saturdays, Sundays and public or bank holidays.

    Commencement Date means the date this Agreement is signed by the last of the Parties.

    Consequential Loss includes any consequential loss, special or indirect loss, real or anticipated loss of profit, loss of benefit, loss of revenue, loss of business, loss of goodwill, loss of opportunity, loss of savings, loss of reputation, loss of use and/or loss or corruption of data, whether under statute, contract, equity, tort (including negligence), indemnity or otherwise. However, your obligation to pay us the Price will not constitute “Consequential Loss”.

    Goods means the goods to be supplied as set out in the Quote, as adjusted in accordance with this Agreement.

    Force Majeure Event means any event or circumstance which is beyond a Party’s reasonable control including but not limited to, acts of God including fire, hurricane, typhoon, earthquake, landslide, tsunami, mudslide or other catastrophic natural disaster, civil riot, civil rebellion, revolution, terrorism, insurrection, militarily usurped power, act of sabotage, act of a public enemy, war (whether declared or not) or other like hostilities, ionising radiation, contamination by radioactivity, nuclear, chemical or biological contamination, any widespread illness, quarantine or government sanctioned ordinance or shutdown, pandemic (including COVID-19 and any variations or mutations to this disease or illness) or epidemic.

    Liability means any expense, cost, liability, loss, damage, claim, notice, entitlement, investigation, demand, proceeding or judgment (whether under statute, contract, equity, tort (including negligence), misrepresentation, restitution, indemnity or otherwise), howsoever arising, whether direct or indirect and/or whether present, unascertained, future or contingent and whether involving a third party or a Party to this Agreement or otherwise.

    Payment Terms means the timings for payment of the Price and any other amounts due and payable under this Agreement, as set out in the Quote.

    Personal Data has the meaning given to it in the Data Protection Act 2018.

    Personnel means, in respect of a Party, any of its employees, consultants, suppliers, subcontractors or agents, but in respect of you, does not include us.

    Price means the price set out in the Quote, as adjusted in accordance with this Agreement.

    Quote means the document setting out the details of the commercial arrangement between the Parties, to which this Agreement is attached or incorporated by reference.

    Term means the period of time from when the Parties agree the Quote until the Agreement is terminated.