WAZP

Terms of Service

Effective from:        25.05.2018

Last Updated on:    23.11.2021

 1.0 Interpretation
 1.1 Definitions
  Business Day: a day other than a Saturday, Sunday or public holiday in Ireland when banks in Dublin are open for business.


Charges: the charges payable by the Customer for the supply of the Services in accordance with clause 7.


Commencement Date: has the meaning set out in clause 2.2.


Conditions: these terms and conditions.


Contract: the contract between the Customer and the Supplier for the supply of Services in accordance with these Conditions.


Control: the beneficial ownership of more than 50% of the issued share capital of a company or the legal power to direct or cause the direction of the general management of the company, and controls, controlled and the expression change of control shall be construed accordingly.


Customer: the person (whether corporate or individual) who orders services from the Supplier.


Customer Materials: has the meaning set out in clause 3.3(d).


Deliverables: the Products together with any associated designs, documentation, instructions, reports or related materials required to accompany the Products excluding the Supplier Materials.


Intellectual Property Rights: patents, rights to inventions, copyright and related rights, trade marks, business names and domain names, rights in get-up, goodwill and the right to sue for passing off, rights in designs, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how), and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world.


Order: the Customer’s order for the supply of Products, as set out in the Customer’s purchase order form, or in the Customer’s written acceptance of the Supplier’s quotation, or appended hereto, as the case may be.


Products: means any products to be produced by the Supplier as set out in the Specification. 


Services: the services to be provided by the Supplier as set out in the Order.


Specification: the description or specification for the Services and/or Products agreed in writing by the Customer and the Supplier.


Supplier: Ocean Print Limited t/a WAZP with registered office c/o Crowleys DFK, 16/17 College Green, DO2 VO78, Dublin, Ireland.


Supplier Materials: has the meaning given to it at clause 7.1

 1.2 Interpretation: 
 
  1.  A reference to a statute or statutory provision is a reference to it as amended or re-enacted. A reference to a statute or statutory provision includes any subordinate legislation made under that statute or statutory provision, as amended or re-enacted.
  2. Any phrase introduced by the terms including, include, in particular or any similar expression shall be construed as illustrative and shall not limit the sense of the words preceding those terms. 
  3. A reference to writing or written includes email. 
 2.0 Interpretation
 2.1The Order constitutes an offer by the Customer to purchase Services in accordance with these Conditions.
2.2 

The Order shall be deemed to be accepted on the earlier of:

  1. the Supplier issuing written acceptance of the Order; or
  2. any act by the Supplier consistent with fulfilling the Order,

at which point and on which date the Contract shall come into existence (Commencement Date). 

 2.3These Conditions apply to the Contract to the exclusion of any other terms that the Supplier seeks to impose or incorporate, or which are implied by trade, custom, practice or course of dealing. 
 2.4

Any samples, drawings, descriptive matter or advertising issued by the Supplier, and any descriptions or illustrations contained in the Supplier’s catalogues or website, are issued or published for the sole purpose of giving an approximate idea of the Services and associated products or deliverables described in them. They shall not form part of the Contract or have any contractual force. 

 2.5Any quotation given by the Supplier shall not constitute an offer and is only valid for a period of [20] Business Days from its date of issue.
 3.0 Supplier Obligations & Supply of Products
 3.1The Supplier shall from the Commencement Date and for the duration of the Contract provide the Services to the Customer in accordance with the terms of the Contract. 
3.2 

The Supplier shall use all reasonable endeavours to meet any performance dates for the Services specified in the Order or requested by the Customer but unless otherwise specifically agreed time shall not be of the essence.

 3.3

 In providing the Services, the Supplier shall:

  1. perform the Services with due care, skill and diligence in accordance with best practice in the Supplier’s industry, profession or trade;
  2. procure that the Products supplied to the Customer by the Supplier under this agreement shall:
    1. conform to the Specification;
    2. be of merchantable quality (within the meaning of the Sale of Goods Act 1893, as amended); and
  3. comply with all applicable laws, statutes, regulations and codes from time to time in force;
  4. hold all materials, drawings, specifications and data supplied by the Customer to the Supplier (Customer Materials) in good condition until returned to the Customer, and not dispose or use the Customer Materials other than in accordance with the Customer’s written instructions or authorisation.
 3.4

The terms implied by the Sale of Goods Act 1893 and the Sale of Goods and Supply of Services Act 1980 are, to the fullest extent permitted by law, excluded from these terms and conditions.

 4.0 Customer Obligations
 4.1

The Customer shall:

  1. ensure that the terms of the Order [and any information it provides in the Specification] are complete and accurate;
  2. co-operate with the Supplier in all matters relating to the Services;
  3. provide the Supplier with such information and materials as the Supplier may reasonably require in order to supply the Services, and ensure that such information is complete and accurate in all material respects; 
  4. obtain and maintain all necessary licences, permissions and consents which may be required for the Services before the date on which the Services are to start;
  5. ensure that the Specification complies with all applicable laws, statutes, regulations and codes from time to time in force relating to the Products.
4.2 

If the Supplier’s performance of any of its obligations under the Contract is prevented or delayed by any act or omission by the Customer or failure by the Customer to perform any relevant obligation (Customer Default):

  1. without limiting or affecting any other right or remedy available to it, the Supplier shall have the right to suspend performance of the Services until the Customer remedies the Customer Default, and to rely on the Customer Default to relieve it from the performance of any of its obligations in each case to the extent the Customer Default prevents or delays the Supplier’s performance of any of its obligations;
  2. the Supplier shall not be liable for any costs or losses sustained or incurred by the Customer arising directly or indirectly from the Supplier’s failure or delay to perform any of its obligations as set out in this clause 4.2; and 
  3. the Customer shall reimburse the Supplier on written demand for any costs or losses sustained or incurred by the Supplier arising directly or indirectly from the Customer Default.
 5.0Customer Remedies
 5.1

If the Supplier fails to perform the Services by the applicable dates, the Customer shall, without limiting its other rights or remedies, have one or more of the following rights: 

  1. to terminate the Contract with immediate effect by giving written notice to the Supplier;
  2. to refuse to accept any subsequent performance of the Services which the Supplier attempts to make;
  3. to recover from the Supplier any costs incurred by the Customer in obtaining substitute services from a third party;
  4. where the Customer has paid in advance for Services that have not been provided by the Supplier, to have such sums refunded by the Supplier; or
  5. to claim damages for any additional costs, loss or expenses incurred by the Customer which are in any way attributable to the Supplier’s failure to meet such dates.
5.2

These Conditions shall extend to any substituted or remedial services provided by the Supplier. 

 5.3 The Customer’s sole remedies are as set out in this Contract and all rights and remedies implied by statute and common law are hereby excluded to the fullest extent legally permitted.
 6.0Charges and Payment
 6.1

The Charges for the Services shall be set out in the Order.

6.2

The Supplier shall invoice the Customer on completion of the Services. Each invoice shall include such supporting information required by the Customer to verify the accuracy of the invoice, including but not limited to the relevant purchase order number.

 6.3 In consideration of the supply of the Services by the Supplier, unless otherwise provided on the Order, the Customer shall pay the invoiced amounts within 30 days of the date of a correctly rendered invoice to a bank account nominated in writing by the Supplier. 
 6.4All amounts payable by the Customer under the Contract are exclusive of amounts in respect of value added tax chargeable for the time being (VAT). Where any taxable supply for VAT purposes is made under the Contract by the Supplier to the Customer, the Customer shall, on receipt of a valid VAT invoice from the Supplier, pay to the Supplier such additional amounts in respect of VAT as are chargeable on the supply of the Services at the same time as payment is due for the supply of the Services.
 6.5 If the Customer fails to make a payment due to the Supplier under the Contract by the due date, then, without limiting the Supplier’s remedies under clause 9, the Customer shall pay interest on the overdue sum from the due date until payment of the overdue sum, whether before or after judgment. Interest under this clause 5.6 will accrue each day at 4% a year above the Bank of Ireland’s base rate from time to time, but at 4% a year for any period when that base rate is below 0%.
 6.6 All amounts due under the Contract shall be paid in full without any set-off, counterclaim, deduction or withholding (other than any deduction or withholding of tax as required by law).
 7.0Intellectual Property Rights
 7.1

The Customer acknowledges that all Intellectual Property Rights used for the provision of the Services and production of the Deliverables that originate from the Supplier excluding any Product design commissioned by the Customer (‘Supplier Materials’) shall remain the exclusive property of the Supplier (or, where applicable, the third party licensor from whom the Supplier derives the right to use them).

7.2

All Intellectual Property in the Customer Materials and all Deliverables shall vest in the Customer.

 7.3 To the extent not automatically vested in the Customer, the Supplier assigns to the Customer, all Intellectual Property Rights in the products of the Services, including the Deliverables. 
 7.4 The Supplier shall, promptly at the Customer’s request, do (or procure to be done) all such further acts and things and the execution of all such other documents as the Customer may from time to time require for the purpose of securing for the Customer the full benefit of the Contract, including all right, title and interest in and to the Intellectual Property Rights assigned to the Customer in accordance with clause 7.2.
 7.5 All Customer Materials are the exclusive property of the Customer.
 8.0Indemnity
 8.1

The Customer shall indemnify the Supplier against all liabilities, costs, expenses, damages and losses (including but not limited to any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal costs (calculated on a full indemnity basis) and all and other reasonable professional costs and expenses) suffered or incurred by the Supplier arising out of or in connection with any claim made against the Supplier for actual or alleged infringement of a third party’s Intellectual Property Rights or moral rights arising out of or in connection with the use of the Customer Materials or the production of the Deliverables. This clause 8 shall survive termination of the Contract.

 9.0Delivery
 9.1

Unless otherwise specified in the Order, the Deliverables shall be provided ex works from the Delivery Location and the Customer shall arrange collection within [3] Business Days of the Supplier notifying the Customer in writing that the Deliverables are ready for collections.

 9.2 Delivery is completed when the Supplier places the Deliverables at the Customer’s disposal at the Delivery Location.
 9.3 The Supplier may deliver Orders by instalments (which may include any agreed call- off basis specified in the Order), which may be invoiced and paid for separately. References in this agreement to Orders shall, where applicable, be read as references to instalments.
 9.4 Delays in the delivery of an Order shall not entitle the Customer to:
  1. refuse to take delivery of the Order; or
  2. claim damages.
 9.5 The Supplier shall have no liability for any failure or delay in delivering an Order to the extent that any failure or delay is caused by the Customer’s failure to comply with its obligations under this agreement.
9.6

If the Customer fails to take delivery of an Order within three Business Days of the Supplier notifying the Customer that the Order is ready for collection, then, except where that failure or delay is caused by the Supplier’s failure to comply with its obligations under this agreement:

  1. delivery of the Order shall be deemed to have been completed at 9.00 am on the third Business Day following the day on which the Supplier notified the Customer that the Order was ready for collection; and
  2. the Supplier shall store the Order until delivery takes place, and may charge the Customer for all related costs and expenses (including insurance).
 9.7 Each Order shall be accompanied by a delivery note from the Supplier showing the Order Number, the date of the Order, the type and quantity of Products included in the Order and, in the case of an Order being delivered by instalments, the outstanding balance of Products remaining to be delivered or called off.
10.0Acceptance & Defective Products
 10.1

The Customer may reject any Products delivered to it that do not comply with the Specification, provided that:

  1. notice of rejection is given to the Supplier:
    1. in the case of a defect that is apparent on normal visual inspection, within [five] Business Days of Delivery; 
    2. in the case of a latent defect, within a reasonable time of the latent defect having become apparent; and

none of the events listed in clause 12.3 apply.

 10.2If the Customer fails to give notice of rejection in accordance with clause 12.1, it shall be deemed to have accepted these Products.
 10.3 The Supplier shall not be liable for the Products’ failure to comply with the Specification if:
  1. the Customer makes any further use of those Products after giving notice in accordance with clause 10; 
  2. the defect arises because the Customer failed to follow the Supplier’s oral or written instructions for the storage, commissioning, installation, use and maintenance of the Products or (if there are none) good trade practice regarding the same;
  3. the defect arises as a result of the Supplier following any drawing, design or Specification supplied by the Customer;
  4. the Customer alters or repairs those Products without the written consent of the Supplier;
  5. the defect arises as a result of fair wear and tear, wilful damage, negligence, or abnormal storage or working conditions; or
  6. the Products differ from the Specification as a result of changes made to ensure they comply with applicable statutory or regulatory requirements.
10.4

If the Customer rejects Products under clause 10 then the Customer shall be entitled to:

  1. require the Supplier to repair or replace the rejected Products; or 
  2. require the Supplier to repay the price of the rejected Products in full.

Once the Supplier has complied with the Customer’s request, it shall have no further liability to the Customer for the rejected Products’ failure to comply with the Specification.

 10.5 The terms of this agreement shall apply to any repaired or replacement Products supplied by the Supplier.
11.0Title & Risk
 11.1

Risk in Products shall pass to the Customer on Delivery.

11.2

Title to Products shall not pass to the Customer until the Supplier receives payment in full (in cash or cleared funds) for the Products.

 11.3 Until title to Products has passed to the Customer, the Customer shall:
  1. store those Products separately from all other goods held by the Customer so that they remain readily identifiable as the Supplier’s property;
  2. not remove, deface or obscure any identifying mark or packaging on or relating to those Products; and
  3. maintain those Products in satisfactory condition and keep them insured on the Supplier’s behalf for their full price against all risks with an insurer that is reasonably acceptable to the Supplier. On request the Customer shall allow the Supplier to inspect those Products and the insurance policy.
 11.4 If before title to the Products passes to the Customer the Customer becomes subject to any of the events insolvency event inclusive, then, without limiting any other right or remedy the Supplier may have:
  1. the Customer’s right to resell Products or use them in the ordinary course of its business ceases immediately; and
  2. the Supplier may at any time:
    1. require the Customer to deliver up all Products in its possession that have not been resold, or irrevocably incorporated into another product; and
    2. if the Customer fails to do so promptly, enter any premises of the Customer or of any third party where the relevant Products are stored to recover them.
12.0Limitation of Liability
 12.1

This clause 12 sets out the entire financial liability of the parties (including any liability for the acts or omissions of their respective employees agents and subcontractors) to each other for:

  1. any breach of this agreement however arising;
  2. any use made or resale of the Products by the Customer, or of any product incorporating any of the Products; and
  3. any representation, statement or tortious act or omission (including negligence) arising under or in connection with this agreement.
 12.2 Nothing in this agreement shall limit or exclude the liability of either party for:
  1. death or personal injury resulting from negligence;
  2. fraud or fraudulent misrepresentation;
  3. the indemnity contained in clause 9.
12.3

Without prejudice to clause 12.2, neither party shall under any circumstances whatsoever be liable to the other, whether in contract, tort (including negligence) or restitution, or for breach of statutory duty or misrepresentation, or otherwise, for any:

  1. loss of profit; or
  2. loss of goodwill; or
  3. loss of business; or
  4. loss of business opportunity; or
  5. loss of anticipated saving; or
  6. loss or corruption of data or information; or
  7. special, indirect or consequential damage

suffered by the other party that arises under or in connection with this agreement.

 12.4 Without prejudice to clause 12.2 , the Supplier’s total liability arising under or in connection with this agreement, whether arising in contract, tort (including negligence) or restitution, or for breach of statutory duty or misrepresentation, or otherwise, shall in all circumstances be limited to three times the price paid by the Customer in respect of the relevant Order.
13.0Termination
 

Once production has commenced in respect of an Order the Customer shall not be entitled to withdraw, cancel or amend the order.

13.1

Without affecting any other right or remedy available to it, either party may terminate the Contract with immediate effect by giving written notice to the other party if:

  1. the other party commits a material breach of any term of the Contract which breach is irremediable or (if such breach is remediable) fails to remedy that breach within a period of 14 days after being notified in writing to do so; 
  2. the other party takes any step or action in connection with its entering administration, provisional liquidation or any composition or arrangement with its creditors (other than in relation to a solvent restructuring), being wound up (whether voluntarily or by order of the court, unless for the purpose of a solvent restructuring), having a receiver appointed to any of its assets or ceasing to carry on business or, if the step or action is taken in another jurisdiction, in connection with any analogous procedure in the relevant jurisdiction; or
  3. the other party suspends, or threatens to suspend, or ceases or threatens to cease to carry on all or a substantial part of its business.
 13.2 Termination of the Contract shall not affect any of the parties’ rights and remedies that have accrued as at termination, including the right to claim damages in respect of any breach of the Contract which existed at or before the date of termination. 
13.3 Any provision of the Contract that expressly or by implication is intended to come into or continue in force on or after termination shall remain in full force and effect.
14.0Consequences of Termination
 14.1

On termination of the Contract for any reason, the Supplier shall immediately deliver to the Customer all Deliverables whether or not then complete, and return all Customer Materials. If the Supplier fails to do so, then the Customer may enter the Supplier’s premises and take possession of them. Until they have been returned or delivered, the Supplier shall be solely responsible for their safe keeping and will not use them for any purpose not connected with the Contract.

14.2

The Customer shall be entitled to invoice for all Products and Deliverables delivered but not invoiced whether in connection with Termination of otherwise.

 14.3 The Customer shall immediately pay all sums due to the Supplier.
15.0General
 15.1

Conflict: in the event of any conflict between these terms and conditions and the Order, the terms of the Order shall take precedence.

 15.2Force majeure. Neither party shall be in breach of the Contract nor liable for delay in performing, or failure to perform, any of its obligations under the Contract if such delay or failure result from events, circumstances or causes beyond its reasonable control. If the period of delay or non-performance continues for 4 weeks, the party not affected may terminate the Contract by giving 14 days’ written notice to the affected party.
 15.3 Assignment and other dealings.
  1. The Customer may not at any time assign, transfer, mortgage, charge, subcontract or deal in any other manner with all or any of its rights or obligations under the Contract without the prior consent of the Supplier.
  2. The Supplier may assign, transfer, mortgage, charge, subcontract, declare a trust over or deal in any other manner with any or all of its rights or obligations under the Contract without the prior written consent of the Customer.
 15.4 Confidentiality.
  1. Each party undertakes that it shall not at any time disclose to any person any confidential information concerning the business, affairs, customers, clients or suppliers of the other party, except as permitted by clause 15.3(b).
  2. Each party may disclose the other party’s confidential information:
    1. to its employees, officers, representatives, subcontractors or advisers who need to know such information for the purposes of carrying out the party’s obligations under the Contract. Each party shall ensure that its employees, officers, representatives, subcontractors or advisers to whom it discloses the other party’s confidential information comply with this clause 15.3; and
    2. as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.
  3. Neither party shall use the other party’s confidential information for any purpose other than to perform its obligations under the Contract.
 15.5 Variation. No variation of the Contract shall be effective unless it is in writing and signed by the parties (or their authorised representatives).
 15.6 Waiver. A waiver of any right or remedy is only effective if given in writing and shall not be deemed a waiver of any subsequent breach or default. A delay or failure to exercise, or the single or partial exercise of, any right or remedy shall not:
  1. waive that or any other right or remedy; or
  2. prevent or restrict the further exercise of that or any other right or remedy.
 15.7 Severance. If any provision or part-provision of the Contract is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this clause shall not affect the validity and enforceability of the rest of the Contract.
 15.8 Notices.
  1. Any notice or other communication given to a party under or in connection with the Contract shall be in writing, addressed to that party at its registered office or such other address as that party may have specified to the other party in writing in accordance with this clause, and shall be delivered personally, or sent by pre-paid first class post or other next working day delivery service, commercial courier, or email.
  2. A notice or other communication shall be deemed to have been received: if delivered personally, when left at the address referred to in clause 15.7(a); if sent by pre-paid post or other next working day delivery service, at 9.00 am on the second Business Day after posting; if delivered by commercial courier, on the date and at the time that the courier’s delivery receipt is signed; or, if sent by email, one Business Day after transmission.
  3. The provisions of this clause shall not apply to the service of any proceedings or other documents in any legal action.
 15.9 Dispute resolution: If a dispute arises out of or in connection with this agreement or the performance or enforceability of it (Dispute) then the parties shall follow the procedure set out in this Clause:


  1. either party shall give to the other written notice of the Dispute, setting out its nature and full particulars (Dispute Notice), together with relevant supporting documents. On service of the Dispute Notice, the project manager responsible for the particular project the subject of the Dispute or each party shall attempt in good faith to resolve the Dispute.
  2. if the respective project managers are for any reason unable to resolve the Dispute within 14 days of service of the Dispute Notice, the Dispute shall be referred to the Managing Directors of each party who shall attempt in good faith to resolve it;
15.10

Governing law. The Contract, and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation shall be governed by, and construed in accordance with the law of Ireland.

 15.11 Jurisdiction. Subject to compliance with clause 15.8, each party irrevocably agrees that the courts of Ireland shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with the Contract or its subject matter or formation.

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