CPR Terms and Conditions

These terms and conditions form a legal part of every order, contract or agreement for the supply of data, information, materials and services (‘The Products’) By CPR Marketing Solutions Ltd (‘The Company’) to the Customer. Unless specific alterations or deletions are agreed in writing by the Company, these terms and conditions shall apply to all Quotations, estimates and proposals made and all orders accepted on behalf of the Company. No servant of the Company has any authority to vary these terms and conditions or accept other terms and conditions proposed by the Customer, except as provided above.

1) AVAILABILTY.
All orders are accepted by the Company subject to the Products being available.

2) QUOTATION.
a) The Company’s quotation is an invitation to treat and is not an offer of a contract. No contract shall deem to have been effected by the acceptance of the Customer or any quotation made by the Company until the order Constituted by such acceptance has been confirmed in writing by the Company.
b) The specification and prices stated within the Company’s quotation shall be valid for a period of 30 days from the date of quotation; thereafter the Company may amend the specifications and/or price.

3) PRICE.
a) The Company reserves the right to vary any contract at any time to take account of:
i) Any increase in the cost price of the Products.
ii) Any alteration made in the specification upon which the contract is based.
iii) Any variation of the original order made at the request of the Customer.
iv) Any extra cost borne by the Company as a result of any Government legalisation, EC Regulation or fluctuation in currency rates.
b) V. A. T. is payable (whether or not mentioned in any quotation) in addition to the price on all products except the provision of printed directories.

4) PAYMENT.
a) Unless otherwise agreed accounts are due and become payable upon dispatch.
b) The Customer shall not be entitled to withhold payments of an amount payable under the contract to the Company because of any claim by the Customer in respect of any alleged breach of the Contract, or any other Contract.
c) Any postage charges must be paid in full by the customer and must be received by the Company at least seven days prior to dispatch of the mailing to which the charges relate.

5) TIME OF DELIVERY.
Time shall not be of the essence of the Contract unless specifically agreed by the Company in writing. Any time or date named by the Company for delivery of the Products is given as an estimate only and the Company shall not be liable to make good any damage or loss whether arising directly or indirectly out of delay in delivery.

6) RISK AND TITLE.
a) It is a condition of the Contract that the property in all Products to be delivered by the Company to the Customer shall remain vested in the Company until payment due under all contracts between the Company and the Customer has been made in full.
b) Until payment due under all Contracts between the Company and the Customer has been made in full, the Customer shall hold the Products upon trust for the Company, but the risk of damage to or loss of all such Products shall pass to the customer upon delivery.

7) LIMITATION OF LIABILITY.
a) The company does not warrant the Products without error and the Customer will not be entitled to refuse to pay any part of the Contract price by reason of any error or omission in the Products or for any loss or damage of any kind whatsoever which the Customer may suffer as a result thereof, unless the same is due to the negligence of the Company in which event the company’s liability to the Customer for all claims arising shall not exceed the Contract price.
b) The employees of the Company are not authorised to make oral representations as to the description, quality or fitness for any particular purpose of any Products. If a representation is made or an opinion expressed orally which materially effects the Customers decision to place an order for the products, the customer should ensure that such details are confirmed in writing by a duly authorised officer or employee of the company so as to form part of the Contract.
c) The customer acknowledges that he/she has examined the products and is satisfied that the Products are fit for the purpose, in reliance on his/her own skill and judgement and not on the skill of the Company.

8) FORCE MAJEURE.
a) The Company shall not be liable for any failure to fulfil any terms of the Contract if fulfilment has been delayed, or prevented, by circumstances beyond the Company’s control.

9) CANCELLATION.
b) The Company shall be entitled to cancel the Contract:
i) In the event of the Customer failing to make payment to the Company within the terms specified in these Terms and Conditions.
ii) In the event of a receiver being appointed over the whole or part of the assets of the Customer or a winding-up order is made against the Customer or the Customer goes into liquidation or makes any arrangement with his creditors or commits any act of bankruptcy.
iii) In accordance with Terms and Condition 8.
iv) If the Customer is in breech of Terms and Condition 10. In any such case the Company shall be entitled to charge the Customer any costs, charges or expenses incurred by the Company for reason of such cancellation.
b) After acceptance by the Company an order may not be cancelled or varied by the Customer without written agreement between the parties. The Customer shall be liable to indemnify the Company against any loss sustained by the Company resulting from such cancellation or variation and in addition the Company reserves the right to charge the Customer a cancellation fee of 25% of the value of the cancelled order.

10) CUSTOMERS OBLIGATIONS.
a) The Customer warrants that all items to be mailed, supplied or delivered to individuals or companies shall contain nothing which infringes copyright, is defamatory, obscene, indecent or otherwise illegal, or in contravention of the Data Protection Act and shall indemnify and keep the Company fully indemnified against costs, loss, legal fees and expenses arising from or in connection with any claim from said items whether or not such claim is upheld or justified and whether or not the Company has had sight of the items to be mailed.
b) The Customer shall supply two samples of the promotional materials to be used with the products to the Company for approval.
c) Where the Customer acts as a broker or agent for the End-User the Customer shall ensure that the End-User shall comply with all the undertakings of the Customer under this agreement and the End-User shall be deemed to be jointly and severally liable for the undertakings of the Customer under this agreement.
d) All data supplied by the Company to the Customer, unless otherwise agreed in writing by the Company, is supplied on a lease rental for one time use only.
e) The Customer acknowledges that he/she shall not obtain any rights of ownership for any of the data supplied by the Company.
f) The Customer shall provide at no expense to the Company such materials, data or other information as the Company may require to supply the Products in accordance with the terms and conditions of the contract. Although the Company will take reasonable care to ensure the safety and confidentiality of the Customer’s data, materials and information, the Customer should retain copies of such property and the company does not accept any responsibility for loss or damage to it whilst in the Company’s control or possession.

11) ASSIGNMENT AND SUB-CONTRACTING.
a) This agreement shall not be assignable by either party.
b) The Company reserves the right to sub-contract any of its duties or obligations under this agreement. The company will sub-contract telemarketing to preferred suppliers. Where appointments are pre-paid they are charged individually upon supply.

12) ENFORCEABILITY
If at any time any one or more of the provisions of these conditions becomes invalid, illegal or unenforceable under law or is held by a court to be as such, the validity or enforceability of the remaining provisions shall not be affected

13) NOTICES
a) Any notices given under the contract shall be in writing and be sent by recorded delivery service, addressed in the case of a notice to the Company, to the Company’s office and in the case of a notice to the Customer, to the address of the Customer or its representative or agent shown in the Contract. Any notice sent by post shall be deemed to have been served on the day after posting.

14) JURISDICTION
These terms and conditions and each and every Contract pursuant thereto shall be governed by and construed in all respects in accordance with English Law, and the Company and the Customer agree to submit to the jurisdiction of the English Court.