Terms & Conditions

Breeze Limited Standard Terms And Conditions
1. Introduction
These terms and conditions shall apply to any contract between Breeze Limited of Breeze House, Albert Close, Whitefield, Manchester M45 8EH (hereinafter referred to as “Breeze”) and the Client (which shall mean the person, firm or company placing any order which is accepted by Breeze) for the supply of goods (including any instalment or part of them) and services (including any part of them) which Breeze is to supply or deliver
 
2. Quotation
A quotation is based on information available to Breeze at the date of the quotation and is subject to all data and information supplied being correct, sight of materials, their suitability and any artwork to be supplied to Breeze by the Client and for all work being carried out during normal daytime working hours (excluding weekends and bank holidays)
Quotations are valid for a period of 30 days and are for the whole of the goods or services to which the quotation relates. Breeze may extend the period for consideration of its quotation at its discretion and may refuse to accept any order for goods and services, which constitute only a part of the quotation unless the initial specification requested separate quotations for separate elements of the order
All orders must be in writing. No contract shall exist between Breeze and the Client where Breeze rejects the order
 
3. Order supply and delivery of materials
3.1 Supply of materials
3.1.1 The Client shall be responsible for ensuring that the materials supplied by it or on its behalf:
(a) conform to specifications in the quotation and Royal Mail requirements;
(b) are supplied punctually and within sufficient time to allow Breeze to provide the service. It is acknowledged that any delay in the delivery of the materials may result in the service being rescheduled
(c) are accompanied by a delivery advice note stating the quantity and description of the materials supplied
(d) are delivered on pallets, boxes, packed and supplied in a way acceptable to Breeze
(e) to enable Breeze to deliver the correct quantity of any printing or reproductive work ordered allowing for normal wastage and spoilage the Client will supply 7% more materials than is required for processing
(f) are legible and accurate
(g) are supplied in strict sequence where appropriate
In the event of the Client being in breach of this clause Breeze shall at its sole discretion be entitled either to cancel the order or charge an additional sum to reimburse the additional work and materials involved by reason of the Client’s breach
3.1.2 Breeze may correct any apparent errors or omissions in material supplied by the client without any liability to the client
3.2 Client approval of details
Where approval from the Client is required prior to processing the Client will respond to Breeze in writing within the period specified. In the event that no written response is received by Breeze within the aforesaid period then the approval will be deemed to have been given. Breeze shall not be liable for any errors in processing any matter for which the Client’s approval has been given or is deemed to have been given hereunder
3.3 Checking materials
Breeze shall count the number of pallets containing materials supplied by or on behalf of the Client against any delivery note and shall immediately report any discrepancy to the Client. Breeze shall not however be responsible for any loss arising from any errors or omissions in the materials supplied.
Breeze shall not be required to check the contents of pallets supplied by or on behalf of the Client
3.4 Insurance of materials
All materials supplied by or on behalf of the Client are at the Client’s risk whilst on Breeze’s premises or in transit to such premises and the Client will arrange adequate insurance cover for those materials unless arrangements have been made to the contrary in writing
3.5 Storage of materials
Any of the Client’s materials which remain in Breeze’s possession after 10 days from the completion of any order will be subject to storage charges. Breeze reserves the right to destroy or dispose of all such materials at the Client’s costs not less than 21 days after completion of the order
3.6 Physical delivery of materials
The cost of collection and delivery of the Client’s goods or materials (together with the returning of Client’s goods or materials where requested by the client) is not included within the quotation and where this is carried out by Breeze for the Client it will be charged for as an extra
3.7 Copies of materials
The Client will at its own expense retain copies of all materials and data supplied
3.8 Margin
The Client accepts that a reasonable margin shall be permitted between the number of mailings requested and the number despatched. The client agrees that the charges made by Breeze will be adjusted to reflect mailings despatched
 
4. Delivery of orders
The specified time for processing shall be subject to receipt by Breeze of all information and materials to enable it to proceed with the contract and to comply with any applicable governmental or other consent, guideline or recommendation
 
5. Force Majeure
Breeze shall be under no liability if it shall be unable to carry out any of the provisions of the contract for any reason beyond its control including (without limiting the foregoing) Acts of God; legislation; war; terrorist act; flood; drought; failure of power supply; lock out; strikes, postal delays or other action in contemplation of the furtherance of a dispute; shortage of materials or failure of computer hardware or software
During the continuance of a situation of ‘Force Majeure’ the Client may by written notice to Breeze terminate the contract and pay for work done and materials used, but subject to this shall otherwise accept delivery when available
 
6. Data Protection
6.1 The Processing of personal data
Breeze represents, warrants and undertakes to the Client that it shall process any personal data (as defined in the Data Protection Act 1998) supplied by or on behalf of the Client solely for the purposes of this contract and for no other purpose.
6.2 Destruction of Data
Upon the completion or termination of the contract Breeze shall be entitled to archive or destroy data supplied in digital format by or on behalf of the Client
 
7. Intellectual property
The intellectual property rights in any work created by or for Breeze in relation to this contract shall vest in Breeze unless it is agreed in writing that such intellectual property rights shall pass to the Client
 
8. Charges and payments
8.1 Payment of invoices
Invoices will be paid on completion of the contract or on account monthly in arrears at the option of Breeze
The Client shall also be charged for any work produced by Breeze at the Client’s request whether experimentally or otherwise and any corrections made after the first proof and any other changes requested by the Client on or after the first proof
8.2 Payment for postage
Where the mailing is to be undertaken through Breeze’s own postal account, the cost of postage shall be paid by telegraphic transfer not later than 48 hours before the mailing begins. If the costs of the postage is not paid within the specified time limit Breeze shall have the right to withhold the mailing.
8.3 Postal charge refunds
Where the cost of postage is less than the amount paid by telegraphic transfer Breeze shall either refund any sums remaining to the Client or shall provide a credit for the Client for the next mailing it puts through Breeze’s account.
8.4 Interest on overdue bills
Breeze reserves the right to charge interest at the rate of 2% per month or part thereof on any overdue sums from the date on which payment was due to the date on which payment is received
8.5 VAT
All charges quoted to the Client are exclusive of value added tax which will be added to the invoice at the appropriate rate
8.6 Proof of mailing
Production by Breeze of a post office delivery note or receipt in respect of a particular mailing shall be deemed conclusively as proof that such mailing was posted
 
9. Codes of practice and indemnities
The Client shall:
(a) provide Breeze with a true copy of all advertising material or other material intended to be enclosed with any material prepared by Mailing House;
(b) ensure that all information or materials provided by it complies with all applicable statutory requirements and with the codes of practice of the appropriate supervisory bodies including, but not limited to, the British Codes of Advertising and Sales Promotion (BCASP); and the Direct Marketing Association’s Code of Practice;
The Client shall indemnify Breeze against all costs, claims, liabilities, penalties and expenses which Breeze may incur by reason of its works being illegal, unlawful, infringing any copyright, trademark or other intellectual or other proprietary rights of any third party or is defamatory, obscene or the distribution of which may infringe postal or other regulations or which is in breach of any trade description or other legislation or which infringes a code of practice or where the Client is in breach of its obligations under these Terms and Conditions
Breeze shall have the right upon request from the body administering the Quality Standard in Mail Production (QMP) or any successor accreditation scheme, to supply that body with samples of any mailings relating to the contract
 
10. Provision of data
The Client shall ensure that any data supplied to Breeze is clean, unadulterated, capable of being read and processed and does not contain any computer viruses. In the event of the computer data supplied being corrupt, Breeze shall either require the Client to supply clean unadulterated data which does not contain any computer viruses or decontaminate the data itself but at the Client’s expense
The Client shall ensure that all data supplied to Breeze is accurate and in a format acceptable to Breeze. A specification of the formats of the data supplied and instructions for interpretation must be provided in writing
Breeze shall have no liability to the client for any loss damage costs or expense arising from any data supplied or instructions given which are inaccurate illegible incomplete, out of sequence, in the wrong format or for any other fault of the client.
 
11. Liability
11.1 Limitation of Breeze’s Liability 
Breeze’s entire liability (including liability for acts and omissions of its employees, agents and sub contractors) in respect of any breach of its contractual obligations and of any representations, statement or tortious act or omission including negligence shall be limited to the contract price (excluding VAT postage and telecommunications costs) 
11.2 Consequential or indirect loss
Breeze shall not be liable for any indirect or consequential loss or damage, loss of profit or goodwill or loss of any kind, other than the direct loss suffered by the Client and subject to limitation under sub clause 11.1
11.3 Liability for death or personal injury
Notwithstanding the sub clauses 11.1 and 11.2 above, Breeze’s liability to the Client for death or injury resulting from its own or that of its employees, agents or sub contractors negligence shall be unlimited
 
12. Termination and cancellation
Termination in the event of breach of contract by either party or upon the bankruptcy, liquidation etc of the Client
Either party shall be entitled to terminate this contract by notice in writing to the other in the event of any material breach by the other party of any of its obligations under this contract. The termination will take effect 7 days after receipt of written notice unless the defaulting party has remedied the default within this time
Breeze shall be entitled to terminate this contract by notice in writing in the event of the Client’s failure to pay in accordance with the terms of the contract or in the event of the Client committing any act of bankruptcy or taking any steps leading to liquidation, making any agreement with its creditors or having a receiver or administrative receiver appointed over any of its assets.
Breeze shall be entitled in its absolute discretion to refuse to process any materials supplied by the Client which in the absolute discretion of Breeze is offensive misleading immoral or pornographic or infringes the Client’s obligations under these Terms and Conditions
In the event of termination by Breeze under this clause, the Client shall immediately pay any outstanding sums due from it to Breeze
 
13. Agency, partnership and joint ventures
Nothing in this contract shall be construed as to constitute either Breeze or the Client to be the agent of the other and its shall not operate so as to create a partnership or joint venture of any kind between them
 
14. Enforceability
No failure or delay by either Breeze or the Client in exercising any of their rights under this contract shall be deemed to be a waiver of those rights. No waiver by either of them of any breach of the contract by the other, shall be considered as a waiver of any subsequent breach of the same or any other provision
 
15. Severability
Notwithstanding that any provisions of this contract may prove to be illegal or unenforceable the remaining provisions of this contract may prove to be illegal or unenforceable the remaining provisions shall continue in full force and effect
 
16. Entire agreement
These terms and conditions constitute the entire contract between Breeze and the Client with respect to the matters dealt with herein. No variation to this contract shall be valid or effective unless made in writing and signed by both of them. Where a written quotation is given to the Client then where any terms and conditions contained in such quotation conflicts with these Terms and Conditions then and in such case the terms and conditions in the quotation shall prevail
 
17. Jurisdiction
This contract is subject to English Law and Breeze and the Client agree to submit to the jurisdiction of the English courts in respect of any dispute or difference arising under it