Terms of Service
Effective from: 25.05.2018
Last Updated on: 23.11.2021
| 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
|2.1||The Order constitutes an offer by the Customer to purchase Services in accordance with these Conditions.|
The Order shall be deemed to be accepted on the earlier of:
at which point and on which date the Contract shall come into existence (Commencement Date).
|2.3||These 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. |
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.
|2.5||Any quotation given by the Supplier shall not constitute an offer and is only valid for a period of  Business Days from its date of issue.|
|3.0||Supplier Obligations & Supply of Products|
|3.1||The 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. |
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.
In providing the Services, the Supplier shall:
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.
The Customer shall:
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):
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:
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.|
|6.0||Charges and Payment|
The Charges for the Services shall be set out in the Order.
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.|
|6.4||All 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).|
|7.0||Intellectual Property Rights|
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).
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.|
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.
Unless otherwise specified in the Order, the Deliverables shall be provided ex works from the Delivery Location and the Customer shall arrange collection within  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:|
|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.|
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:
|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.|
|10.0||Acceptance & Defective Products|
The Customer may reject any Products delivered to it that do not comply with the Specification, provided that:
none of the events listed in clause 12.3 apply.
|10.2||If 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:|
If the Customer rejects Products under clause 10 then the Customer shall be entitled to:
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.|
|11.0||Title & Risk|
Risk in Products shall pass to the Customer on Delivery.
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:|
|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:|
|12.0||Limitation of Liability|
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:
|12.2|| Nothing in this agreement shall limit or exclude the liability of either party for:|
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:
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.|
Once production has commenced in respect of an Order the Customer shall not be entitled to withdraw, cancel or amend the order.
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:
|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.|
|14.0||Consequences of Termination|
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.
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.|
Conflict: in the event of any conflict between these terms and conditions and the Order, the terms of the Order shall take precedence.
|15.2||Force 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.|
|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:|
|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.|
|15.9|| 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:|
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.|