STANDARD TERMS & CONDITIONS

1: Definitions

1.1 EDS means the company identified as Electronic Document Storage Limited and “the Customer” means the legal entity accepting EDS’s written or oral quotation or estimate for the supply of products or services or whose order for products or services is accepted by EDS.

2: General

2.1 The Customer has read and agrees to be bound by the current “Standard Terms and Conditions” available on our web site at www.electrodoc.co.uk/terms/EDS/gentc.htm.

2.2 By using any software made available by EDS, the Customer agrees to be bound by all terms and conditions that are displayed immediately after EDS software login and prior to using EDS software. EDS software will not function without acceptance.

3: Proofing and Colour Matching

3.1 Proof checking is always the responsibility of the Customer.

3.2 The Customer is advised to request a proof in all circumstances and EDS accepts no responsibility for any errors in jobs that the customer elects not to proof.

3.3 EDS accepts no responsibility for any differences between any proof and final goods produced by EDS caused by any limitation of the proofing process chosen by the Customer. The Customer is advised that such risk can only be eliminated by proofing on the output device to be used for the production of the final goods by EDS.

3.4 Colour matching during production will be in accordance with industry standards related to the limitations of the production process chosen by the Customer.

4: Quotes and Estimates

4.1 Any quotation or estimate provided by EDS will be:

(a) valid for a 30 day period only.

(b) subject to sight of original material supplied by the Customer

(c) based on the supply of a single print ready PDF file by the Customer.

(d) subject to correction and editing charges at EDS standard hourly rates, if such work is requested by the Customer.

(e) ex works unless otherwise agreed in writing.

5: Software / Support / Development / Services / Consultancy

5.1 Due to the variable nature of Software, Support, Development, Services and Consultancy, EDS make no guarantee as to what is written nor promise any deadline. The extent and nature of Services and Consultancy undertaken will be by negotiation but at the final discretion of EDS. The commencement and provision of such Services and Consultancy will be on a best endeavours basis due to the significant amount of input required from the Customer in these areas.

5.2 EDS Software Support is chargeable and only available to the Customer’s staff who have been trained by EDS. Support lines will be open during Normal Working Hours.

6: Offers, Sales Incentives and Discounts

6.1 There will be no cash, software or hardware alternative should the Customer decline to use or receive any offers, sales incentives or discounts.

6.2 All prices quoted are net values after the application of any offers, sales incentives and discounts, and cannot be claimed in conjunction with any other EDS offers, discounts or sales incentives at any time.

6.3 The values of any offers, sales incentives and discounts may vary and EDS do not guarantee to provide any benefits to these specific values.

6.4 Additional terms and conditions related to specific offers, sales incentives and discounts are available upon request.

7: Service Level

7.1 Service level, deadlines and rush surcharges will be agreed in writing by both parties on a task by task basis, unless a separate Service Level Agreement specifies otherwise.

7.2 EDS will not check quality and quantities of Customer supplied goods unless otherwise agreed in writing by both parties.

7.3 Normal Working Hours are defined as 09:30 to 17:00, Monday to Friday but excluding National Bank Holidays.

7.4 No completion dates are guaranteed, time not being of the essence. In the event of a Customer paying an additional charge for an expedited completion date, and through no fault of the Customer such date is not met EDS’s liability shall only extend to the refund of the additional charge for the expedited service.

8: Non-Solicitation of Employees

8.1 Unless otherwise agreed, until one year has elapsed after the last business transaction between the two parties, neither party shall, either personally or by its agent, directly or indirectly, personally or by letters, and whether for itself or on behalf of any other person, firm or company induce or seek to induce any employee to leave the employment of the other.

9: Suitability of Products

9.1 The suitability of EDS’s products including packaging must be at the Customer's risk unless expressly stated in writing or implied that the goods supplied will be suitable for any particular purpose for use under specific conditions notwithstanding that any purpose or conditions intended by the Customer may be known or be made known to EDS. This includes, but not exclusively, food packaging and machine readable codes.

10: Charges and Credit Terms

10.1 EDS’s credit terms require full payment to be made by Account Customers 30 days from date of invoice and full payment to be made by non-Account Customers at time of placing order unless expressly stated otherwise by EDS. The Customer agrees to abide by EDS’s credit terms.

10.2 Should work be suspended at the request of, or be delayed through any default of, the Customer for a period extending beyond 30 days EDS shall be entitled to payment for work already carried out, materials specially ordered and any other additional costs involved including storage.

10.3 EDS shall at its discretion be entitled to charge interest at a rate up to 6% above Bank of England base lending rate from time to time per annum on any account that remains unpaid after 30 days from the date of the invoice. EDS shall be entitled to recover from the Customer all costs and disbursements incurred by the EDS in employing a solicitor, debt collector or other third party to enforce or collect payment of any over due account.

10.4 Any claims to EDS must be in writing within 7 days of delivery date or (where the defect or failure was not apparent on reasonable inspection) within a reasonable time after discovery of the defect or failure. Any query regarding non‑delivery must be made within 14 days of the invoice date. In so far as permitted at law, claims outside this limit will not be accepted.

11: Suspension of Services by EDS

11.1 EDS may suspend the provision of service to the Customer and retain Customer property and all outstanding monies become immediately payable if any of the events described in clauses 11.1(a), 11.1(b) or 11.1(c) occur. Suspension of service does not constitute a breach of contract by EDS.

(a) an interim order is made, or voluntary arrangement approved, or if a petition for a bankruptcy order is presented or a bankruptcy order is made against the Customer or if a receiver or trustee is appointed of the Customer’s estate, or a voluntary arrangement is approved or an administration order is made, or a receiver or administrative receiver is appointed of any of the Customer’s assets or undertaking or a resolution or petition to wind up is passed or presented to the Customer (otherwise than for the purpose of reconstruction or amalgamation); or

(b) the Customer fails to make any payment when it is due under any agreement made between EDS and the Customer; or

(c) the Customer defaults in due performance or observance of any material obligation under any agreement and (in the case of a remediable breach) fail to remedy the breach within such reasonable time as EDS specify.

11.2 Any action taken by EDS under 11.1 shall not exclude the right of EDS to subsequently Terminate some or all agreements made between EDS and the Customer.

12: Risk and Title

12.1 Risk for goods manufactured by EDS shall pass to the Customer when the goods leave EDS’s production site for delivery to the Customer or EDS’s storage site. In the event that production and storage are carried out by EDS at the same site risk shall pass to the Customer when the goods are placed in stock.

12.2 Risk for goods supplied by the Customer remains with the Customer at all times.

12.3 The entire liability of EDS and the Customer’s exclusive remedy shall be limited to re-manufacture of “EDS manufactured goods” excluding delivery with no cash alternative.

12.4 Title of the goods will not pass to the Customer until the Customer has paid to EDS all sums due and payable from the Customer to EDS under this or any other agreement between them.

12.5 EDS may recover goods in respect of which title has not been passed to the Customer at any time and the Customer hereby licenses EDS, its servant and agents of recovering any goods in respect of which property has not passed to the Customer.

12.6 If the goods are sold before property in them has been passed to the Customer, the Customer shall be at liberty to pass on goods title to a sub-purchaser but the proceeds of the sale shall belong entirely to EDS.

13: Delivery

13.1 EDS reserve the right to sub-contract the delivery of goods to a specialised Delivery Company. Claims and compensation for goods damaged in transit will be processed in accordance with the standard terms and conditions of the Delivery Company employed to undertake deliveries to the Customer or the Customer’s Clients or Agents (“the Customer’s Clients”). The terms and conditions of the Delivery Company will be made available to the Customer on request.

13.2 Any claims in respect of goods delivered in a damaged condition or in respect of any discrepancy in the quantity delivered to the Customer or the Customer’s Clients, must be made in writing to EDS, within 7 days from the date of delivery.

13.3 Delay in delivery or non-delivery of any shipment or part shipment shall not shall not constitute a breach of contract by EDS or entitle the Customer to treat any such order as cancelled or to reject any other shipment of the same order. EDS shall not accept liability for any loss or damage occasioned by delay in delivery or non-delivery to the Customer or their Clients, however caused.

13.4 Proof of delivery may be provided via a digitally imaged or electronically captured signature by or on behalf of the receiver. The Customer agrees that a clear reproduction of such a signature shall be conclusive proof of the delivery of the goods to the receiver.

13.5 Import duties, Customs clearance and shipping agent/broker charges are the responsibility of the Customer at all times and EDS can accept no responsibility whatsoever for such charges or any delays related to activities of Customs Authorities.

14: Subcontracting

14.1 EDS shall be at liberty to subcontract either in whole or in part to any person, firm or company it shall think fit without notice to the Customer unless otherwise agreed in writing by EDS.

15: Taxes

15.1 All prices, quotations and values are exclusive of Value Added Tax (“VAT”), and any other taxes applicable from time to time, which the Customer is obliged to pay.

16: Insurance

16.1 Insurance cover for Customer goods in stock or transit is not Included in EDS’s insurance policy and EDS do not accept responsibility for any loss or damage incurred to stock on it’s premises or in transit except by specific prior arrangement. The Customer is advised to include such insurance cover within the Customer’s general insurance policy.

17: Consequential Loss

17.1 EDS shall not be liable to the Customer for any loss or damage whatsoever or howsoever caused arising directly or indirectly in connection with any agreement or otherwise other than as imposed by Law.

17.2 Notwithstanding the generality of Clause 17.1, EDS expressly excludes liability for consequential loss or damage howsoever arising, including but not limited to loss or damage to data or to any other equipment or property, whether or not the same may be in EDS’s care, custody or control, or for loss of profit, business, revenue, goodwill or anticipated savings

17.3 EDS does not exclude liability for death or personal injury to the extent that the same arises directly from the negligence of EDS or its employees.

18: Third Party Action

18.1 The Customer shall be responsible for obtaining all necessary authority to reproduce pictures, artwork, photographs etc. The Customer shall indemnify EDS against all liabilities, costs and expenses which EDS may incur as a result of work done in accordance with the Customer’s specifications involving infringement of any patent/copyright or other proprietary right, or libel action by a third party.

19: Force Majeure

19.1 Neither party shall be liable to the other under any agreement, for any loss or damage which may be suffered by the other party due to any cause beyond the first party’s reasonable control including without limitation any act of God, inclement weather, failure or shortage of power supplies, flood, drought, lightning or fire, strike, lock-out, trade dispute or labour disturbance, the act or omission of Government, highways authorities, telecommunications operators or administrations or other competent authority, war, military operations, acts of terrorism or riot, difficulty, delay or failure in manufacture, production or supply by third parties of Equipment.

20: Modification

20.1 Any terms and conditions herein may only be modified if such modification is in writing and signed by a duly authorised representative of EDS and the Customer.

20.2 Any terms and conditions (including dates) on any purchase order or other document whatsoever which the Customer issues in connection with provision of service by EDS shall not be binding on us nor be used to interpret any agreement.

21: Waiver

21.1 Failure or neglect by EDS to enforce at any time any of the provisions hereof shall not be construed nor shall be deemed to be a waiver of EDS’s rights hereunder nor in any way affect the validity of the whole or any part of any agreement nor prejudice EDS’s rights to take subsequent actions.

22: Headings and Law

22.1 The headings contained herein are inserted for convenience of reference only and are not intended to be part of or to affect the meaning or interpretation of any provisions hereof.

22.2 Any agreement between EDS and the Customer shall be governed by and construed and interpreted in accordance with English law, and the parties hereby submit to the non-exclusive jurisdiction of the English courts.

23: Severability

23.1 If any provision hereof shall be found by any court to be invalid or unenforceable, the invalidity or unenforceability of such provision shall not affect any other provisions and all provisions not affected by such invalidity or unenforceability shall remain in full force and effect.