Terms & Conditions
Terms & Conditions
Revolution Marketing Ltd. T/A Upper Case – Terms and Conditions of Trading
You are judged to have read and understood these conditions. It is a condition of placing an order that you are bound by these terms. Revolution Marketing Ltd. T/A Upper Case (hereafter referred to as “Upper Case”, “the Company” or “the Seller”) will not be bound by any conditions imposed by the customer (hereafter referred to as the “buyer” or “customer”), unless agreed in writing and signed by all company directors or partners.
Preliminary Work
All preliminary work undertaken whether experimentally or otherwise will be charged at current rates.
Quotations
Upper Case will not be bound by any price quoted on the telephone. A written quotation which has been approved by the customer in the form of either a signature or a written communication to proceed will be deemed valid. Quotations are valid for 30 days. Price lists are subject to alteration without notice.
Orders
Any contract made between the Company and the Customer (hereinafter called “the Contract”) shall incorporate and be subject to these Conditions; any other terms that the Customer shall seek to incorporate into the Contract are hereby expressly excluded. An order shall be deemed to be accepted by Upper Case on receipt of authorisation whether by fax, e-mail, or verbal. No order of the Customer placed with the Company (whether in response to a quotation or not) shall be binding on the Company unless and until it is accepted by the Company in writing. The Company is not obliged to accept cancellation of accepted orders and may require payment of a cancellation charge before accepting any cancellation. Specifications and price lists are issued for information purposes only, and do not constitute contractual offers for sale; they are subject to alteration or withdrawal without notice.
Proofs and Errors
An extra charge will be made for major corrections, amendments, alterations in style or content and for corrected proofs. On request, proofs are available for customers approval. No responsibility or liability will be accepted by Upper Case for- (i) any errors after the proofs have been approved by the customer or (ii) for any material for which the customer has given instructions that allow for artists license (iii) any errors in spelling or grammar made by our designers where proofs have been submitted to the customer. Any orders taken by telephone will be accepted only at the customer”s own risk. An order form and signature should accompany all orders. Proofs are deemed to have been approved at the point of receipt whether or not a signature has been received. Customer supplied proofs are not colour calibrated and no responsibility will be accepted for deviations in colour from the proof supplied. Any complaints about services provided or work supplied deemed by the buyer to be the fault of Upper Case should be submitted in writing within 7 days of delivery or receipt of invoice, whichever occurs sooner. After this date all goods and/or services will be deemed to be acceptable for use. Any usage of the goods supplied will be deemed as acceptance of the goods. Upper Case shall only consider financial recompense upon return of the goods in full, or that part of the supply deemed unacceptable.
Payment
Upper Case shall be entitled to invoice the customer for the price of the customers order when the order has been completed, whether or not the goods have been collected or delivered to the customer. Payment shall become due upon notification to the customer that the order has been completed. Time shall be of the essence of the Contract in respect of the time of payment. An extra charge may be made where Upper Case agrees with the customer to deliver the goods or expedite the order. In the event of the processing of the customer’s order being suspended or delayed as a result of any act or omission on the part of the customer for a period of 30 days, Upper Case shall be entitled to payment for that part of the work relating to the customer”s order which has been processed. If the customer fails to supply requested information for a period exceeding 10 working days, thus preventing the completion of the order, Upper Case will be entitled to invoice for the full amount. If the customer fails to make any payment on the due date then, without prejudice to any other right or remedy available to Upper Case, Upper Case shall be entitled: to cancel the contract or suspend any further deliveries to the customer; to appropriate any payment made by the customer as Upper Case may think fit (not withstanding any purported appropriation by the customer); and to charge the customer with all costs and expenses involved in collecting the overdue payment. If credit card details have been used to make previous payments we reserve the right to draw any overdue balance from the card if we are unable to obtain payment by any other method. This charge will be computed by applying the monthly rate to the statement value at the start of each calendar month, until payment in full is made (a part of a month being treated as a full month for the purposes of calculating interest). Payment with 30 day terms is valid only on submission and approval of the appropriate form. 30-day terms are subject to withdrawal at any time. Credit limits for all 30 day accounts will only be increased upon written application and further approval. Deliveries of order will be suspended on all overdue accounts. Any cheques returned or stopped will be charged to the customer at 10 euro per instance, and accounts will be placed immediately on hold. Where Upper Case are requested to invoice a third party, i.e. any party other than the one originally quoted, Upper Case reserve the right to refuse such a request.
Retention of Title/Ownership
Upper Case shall retain title to all goods and/or services provided by the company, until such goods have been paid for in full. Where goods have not been paid for in full within the agreed credit period, Upper Case reserve the right to seek the retrieval of such goods until they have been paid for in full.
Delivery
Goods will be delivered by the most economical means by a carrier of our choice. Should the customer specify another means i.e. “overnight am” the additional charges will be for their account. If the company undertakes to deliver the goods on or before a stated date, it shall use its best endeavours to comply therewith, but in the event of late delivery, the buyer shall not be entitled to vary or cancel the order nor shall Upper Case be liable for any resultant damages consequential or otherwise occasioned by reason of a delay. Any damages caused in transit are the sole responsibility of the carrier and shall be governed by their terms and conditions. Responsibility for all insurance claims resulting shall lie with the client. The signature of any employee or agent of the buyer is proof of receipt. In the event that Upper Case cannot or do not obtain a signature the risk in the goods will nonetheless be born by the client. The buyer will be liable for any additional carriage, storage charges, losses or damages arising if the customer refuses to take delivery of the goods ordered. The Company reserves the right to make partial deliveries. Goods in each delivery or part delivery shall be considered sold under separate contract, which may be invoiced separately. Neither any non-delivery, nor shortages in delivery nor any claim by the Buyer in respect of any delivery or part delivery shall entitle the Buyer to reject any other goods.
Liability
Upper Case shall not be liable for any indirect or consequential loss or for any loss to the customer arising from third party claims occasioned by any error, failure or delay in completing the order or by delay in delivery. Time shall not be of the essence unless otherwise agreed in writing. Where work is defective for any reason, Upper Case”s liability (if any) shall be limited to rectifying such defects in so far as Upper Case is reasonably able to do so. Invoices must be settled in full before any consideration to disputes or refunds can be given.
Under or Oversupply
Upper Case reserves the right to supply either under or over the ordered amount by 5%. Under supply shall be subject to a pro-rata discount. Oversupply will not be charged for. When time is at a premium we reserve the right to oversupply to allow for cast-offs.
Quality
Every effort is made to ensure sound material and good workmanship, but all warranties and conditions express or implied as to materials or workmanship, or the satisfactory quality or fitness of goods for any particular purpose, whether such purpose be known to the Seller or not, are excluded. In the event of any goods proving defective however, the Seller is prepared at its sole option either: – a) to replace such materials free of charge, at the place of delivery and in the condition originally specified. b) to refund to the Buyer the Contract price of such goods, if required to do so, within a reasonable time, but not later than 12 months from the date of delivery. Any liability is limited to such replacement or refund and does not extend to any other expenditure incurred or to any consequential damages. For this warranty to apply the goods must:- (i) have been accepted and paid for by the Buyer and (ii) be found upon examination by the Seller to be defective, owing to faulty materials or workmanship. The Seller accepts no responsibility for fair wear and tear, incorrect or defective storage, fitting, installation or use, unauthorised reconditioning or repair, accident, neglect, or cause beyond the Seller’s control. This warranty does not cover any defects caused by third party contractors or mistakes in typesetting or logo placement not pointed out in writing by the Buyer. In the event of any such instance, Upper Case undertakes to pursue the matter to the best of its ability with the third party involved. Time will not be of the essence in such matters. Full settlement in any case should consist of the supply of the original order. No refund or cancellation of order is permitted due to third party errors.
Exclusion
Neither the company nor any of its suppliers, associate companies, officials, employees, shall be liable to the buyer or any third party for any loss or damage of any nature which may be suffered in consequence of any failure on the part of the company to deliver any goods on time or at all or for any defects in goods arising from any other cause whatsoever, and the buyer hereby indemnifies the said parties and holds them harmless against all such claims and undertakes to be solely responsible for the satisfaction of all third party claims.
Errors and Omissions
Price lists, acknowledgements, invoices, quotations and the like are subject to correction for any errors or omissions.
Customer artwork & files
Customer’s artwork and any other property supplied to Upper Case or on behalf of a customer will be held and worked upon at the customer’s own risk. A charge shall be incurred where Upper Case have to adjust artwork not supplied to the guidelines set out by the Company. Any additional work (adding bleeds, relaying artwork, typesetting or downloading fonts, separation etc.) is charged at a rate of 90 euro & vat per hour. Please ensure artwork is print-ready. This will enable us to print your work within the time specified. Upper Case will not be held responsible for errors/delays resulting from incorrect files/drawings/instructions being supplied by the Customer or their agents/suppliers.
Indemnity
a) The customer shall ensure that he has full authority to reproduce any material in which copyright subsists and Upper Case reserves the right to refuse to undertake any work which infringes, or appears to infringe, the copyright of a third party.
b) The customer shall fully indemnify Upper Case against any action, claim, demand, costs, charges and expenses arising from libel, or incurred by reason of any infringement or alleged infringement of any copyright letters patent, registered design trade mark, trade name, industry guidelines or any other intellectual property rights protected in the Republic of Ireland or any laws for the time in force in the Republic of Ireland by the publication or use or sale of the goods and against all costs and damages which Upper Case may incur in any action for such infringement for which Upper Case may become liable.
c) In the event of any claim being made or action brought against the customer arising out of the matters referred to in this clause, Upper Case shall be promptly notified thereof. d) The customer warrants that any design material, SMS content, or instructions furnished or given by him are not libellous or such as will cause Upper Case to infringe any copyright letters patent, registered designs, trademarks or trade name, or any other intellectual property rights or any legislation for the time being in force in the Republic of Ireland in the performance of the contract.
Storage
If for any reason the customer is unable to accept delivery or collect the goods at the time when the goods are ready Upper Case shall be under no obligation to store the same. Upper Case may however, at its discretion and if its storage facilities permit, store the goods but at the customer”s risk and the customer shall be liable to Upper Case for the reasonable cost (including insurance) of it so doing.
Risk & Ownership
Ownership of the goods being the subject of this contract shall not pass to the buyer until they are fully paid for, but the risk in the goods shall be borne by the buyer from the date of uplift to the customer or where stored in accordance with ”storage” above. Rights of ownership of all artwork and multimedia work remain with Upper Case except where a specific fee has been paid for the ownership of these files. Upper Case retain full creative copyright on all artwork and all original artwork remains the intellectual property of the company unless otherwise agreed. The standard design fees charged by the company entitles the customer to use of said artwork for pre agreed purposes but does not include ownership or transfer of such original artwork. Upper Case is not responsible for the storage or archiving of customers design artwork/files unless where a fee has been paid for such a service. It is the responsibility of the customer to request and store all completed artwork in PDF format, which the company will provide. Retrieval of stored artwork will incur a minimum fee of 50 euro & vat.
Miscellaneous
The buyer shall be liable for all legal costs (including attorney and own costs, collection, commission and tracing agents” charges) incurred by the company arising out of any breach of the buyer”s part. In the event of any breach on the buyer”s part, the company shall be entitled to cancel the contract and to retain all amounts paid without prejudice to its rights to recover damages. No indulgence, leniency or extension of time which the company may grant or show to the buyer shall in any way prejudice the company or preclude the company from exercising any of its rights in the future.
Cancellation
Subject to the provisions hereof, no contract shall be capable of cancellation.
Force Majeure
Upper Case will make every effort to carry out the customer”s instruction and the resulting contract but shall be under no liability if unable to carry out any provision of the contract for any reason beyond Upper Case”s control (without limiting the foregoing) including inability to secure labour, materials or supplies, breakdown of machinery or malfunctions, or as a result of any Act of God, war, labour dispute, fire, flood, legislation, failure of power supply or any cause beyond Upper Case”s control. During the continuance of such contingency the customer may by notice in writing to Upper Case elect to terminate the contract and pay for work done up to such notice and for materials used, but subject thereto shall otherwise accept delivery when available.
Jurisdiction
These conditions and all other terms of the contract shall be governed and construed in accordance with the laws of the Republic of Ireland. Acceptance of the terms herein and all other terms of the contract is a necessary condition of any work entered into with Upper Case and is not subject to approval or examination.
Correspondence
All correspondence should be addressed to Upper Case’s office at: Unit 251, Building 1000, City Gate, Mahon, Cork, Ireland.