THESE ARE THE TERMS AND CONDITIONS ON WHICH DISC FACTORY LIMITED SUPPLIES ANY OF THE PRODUCTS (“PRODUCTS”) OFFERED FOR SALE ON ITS WEBSITE WWW.DISCFACTORY.CO.UK (“WEBSITE”) OR ELSEWHERE.
PLEASE READ THESE TERMS AND CONDITIONS CAREFULLY BEFORE PLACING YOUR ORDER FOR ANY OF THE PRODUCTS. YOU ACKNOWLEDGE THAT BY PLACING AN ORDER WITH DISC FACTORY, YOU AGREE TO BE BOUND BY THESE TERMS AND CONDITIONS. IF YOU DO NOT ACCEPT THESE TERMS AND CONDITIONS, YOU WILL NOT BE ABLE TO PLACE AN ORDER FOR ANY OF THE PRODUCTS OFFERED FOR SALE BY DISC FACTORY LIMITED.
YOU ARE ADVISED TO PRINT AND RETAIN A COPY OF THESE TERMS AND CONDITIONS FOR YOUR FUTURE REFERENCE.
THESE TERMS AND CONDITIONS MAY BE SUBJECT TO CHANGE FROM TIME TO TIME, AND ACCORDINGLY YOU ARE ADVISED TO REFER BACK TO THESE TERMS AND CONDITIONS BEFORE PLACING AN ORDER.
1. INFORMATION ABOUT DISC FACTORY LIMITED AND THE WEBSITE
1.1. The Website is owned and managed, operated and maintained by Disc Factory Limited (“Disc Factory”), a company registered in England and Wales with company registration number 05350176, and having its registered address at 20-22 Wenlock Road, London, N1 7GU.
1.2. Disc Factory shall be entitled at its own discretion to suspend the Website for any reason whatsoever, including but not limited to repairs, planned maintenance or upgrades and shall not be liable to you for any such suspension or unavailability of the Website.
1.3. Disc Factory reserves the right to make any changes to the Website including any functionalities and content therein or to discontinue any aspect of the Products, services or features of the Website without notice.
1.4. Disc Factory may be contacted at info@discfactory.co.uk.
2. PRELIMINARY INFORMATION
2.1. By placing an order with Disc Factory for the purchase of the Products, you warrant that:
2.1.1. you are legally capable of entering into binding contracts;
2.1.2. you are at least 18 years old; and
2.1.3. you are not in any way prohibited by the applicable law in the jurisdiction in which you are currently located to enter into these Terms and Conditions for the purchase of the Products.
2.2. If you are entering into these Terms and Conditions on behalf of your employer or acting as an employee, you warrant that you are authorised to enter into legally binding contracts on behalf of your employer. You further warrant that your employer agrees to be bound by these Terms and Conditions.
3. PLACING AN ORDER
3.1. In order to purchase any of the Products from Disc Factory, you will need to submit a quote request (“Quote Request”). A Quote Request can be made through Disc Factory’s online instant quote generator (“Instant Quote Generator”) or via the “Quick Quote” or “Online Quote” facilities on the Website, by email or by telephone.
3.2. Once you have submitted a Quote Request, Disc Factory shall provide a quote (“Quote”) for the Products set out in such Quote Request. For the avoidance of doubt, where you use the Instant Quote Generator, your Quote shall be provided instantly on screen, and you shall have the option to print such Quote and/or email the Quote to a designated email address.
3.3. Quotes shall set out the price for the Products, delivery charges and any applicable taxes including but not limited to Value Added Tax.
3.4. A Quote shall constitute an offer from Disc Factory to you, and accordingly Quotes are only valid for fourteen (14) days from the date of issue.
3.5. Confirmation by you that you wish to go ahead with the purchase of the Products set out in the Quote shall constitute an Order (“Order”). Such confirmation may be made orally or in writing. For the avoidance of doubt, where you have obtained a Quote using the Instant Quote Generator, making payment shall constitute an Order.
3.6. By placing an Order you consent to Disc Factory conducting verification and security procedures in respect of the information provided by you online in the Instant Quote Generator or in any Quote Request.
3.7. You hereby warrant that the information provided by you to Disc Factory is true, accurate and correct. You further warrant that you shall promptly notify Disc Factory in the event of any changes to such information.
4. FORMATION OF CONTRACT
4.1. Your contract with Disc Factory will only be formed when you make payment of the charges set out in the Quote (“Contract”).
4.2. The Contract will relate only to those Products for which you have made payment in full. Disc Factory will not be obliged to supply any other Products which may have been part of your Order and for which payment has not been received until, such payment is received by Disc Factory.
4.3. Notwithstanding clause 4.1 above, Disc Factory may, in its sole discretion, offer the Products to you on 30 day credit terms (“Credit”). Where Disc Factory agrees to offer the Products to you on Credit, your Contract shall be formed at the time you place an Order, and accordingly by placing an Order you agree to be contractually bound to complete your obligations under such Contract, including without limitation making payment for the Products in full.
5. PRICES AND PAYMENTS
5.1. The price of the Products, our delivery charges and any taxes applicable within the UK will be as set out in the Quote (“Price”).
5.2. Unless otherwise specified, the delivery charges set out in any Quote shall be for a single shipment to a UK destination. Where your delivery address falls outside the UK and/or delivery of your Order is in more than one shipment, additional delivery charges may apply. For exact delivery costs, please contact Disc Factory using the contact details set out on the Website.
5.3. Due to the nature of the business, you acknowledge and agree that the Price may be subject to change and variation from time to time, subject always that any changes in the Price shall not be applicable to you during the timeframe in which your Quote remains valid, save insofar as such variation in Price is attributable to changes in applicable tax rates from time to time.
5.4. Disc Factory shall use its reasonable endeavours to ensure that the Prices for the Products on the Website are accurate and correct at all times. However, you acknowledge and accept that such Products may at times be incorrectly priced. Where there is a discrepancy between the actual Price and the advertised Price, Disc Factory shall inform you of the actual Price of the Product. Thereafter, you shall have the option of proceeding with your Order in consideration for the actual Price or cancelling your Order with Disc Factory.
5.5. You may pay for your Order using the payment methods set out on the Website and/or in any Quote.
5.6. All Orders shall be subject to Disc Factory tolerances (“Tolerances”) of plus or minus 10% for Orders up to 500 units; plus or minus 5% for Orders in the range 501-5000 units; and plus or minus 3% for Orders over 5000 units. Where delivery of your Order contains less than the number of units ordered within the Tolerances set out in this clause 5.6, Disc Factory shall refund you the unit price for each unit under the quantity ordered. Where delivery of your Order contains more than the number of units ordered within the Tolerances, Disc Factory reserves the right to retain any additional units for use as samples (“Samples”). Where such use is not required by Disc Factory, you shall receive the additional units over and above the quantity ordered free of charge.
5.7. Payment of your Order and any other additional charges, including without limitation any applicable taxes and delivery charges, must be received by Disc Factory before such Order will be processed, save insofar as your Order falls within clause 4.3 above, clause 5.8 or 5.9 below.
5.8. If you request any changes to your Order after Disc Factory has commenced processing such Order:
5.8.1. where such change relates to a reduction in the quantity of the Order, you shall be liable to pay the full Price of your Order;
5.8.2. where such change relates to an increase in the quantity of the Order, such additional volume shall be deemed to be a new Order and accordingly you shall be liable to pay the Price associated with such new Order in accordance with these Terms and Conditions; and
5.8.3. where such change relates to any other element of your Order, Disc Factory shall inform you if there will be any change in the Price as a result of such change.
5.9. Where Disc Factory agrees, in its sole discretion, to commence processing your Order before Payment has been made, such agreement shall affect formation of the Contract and accordingly you shall be liable for payment of the Price in full. In such circumstances, Disc Factory reserves the right to withhold dispatch of your Order until such time as payment of the Price has been received by Disc Factory in full. For the avoidance of doubt, such agreement may be made orally or in writing.
5.10. Where Disc Factory provides the Products to you on Credit, Disc Factory shall send you an invoice (“Invoice”) for the Products, and payment shall be due within thirty days of the Invoice date.
5.11. Where the Products are provided to you on Credit, Disc Factory reserves the right to charge interest on any sums outstanding for more than thirty (30) days from dispatch of the Products to you. Such interest shall be calculated at 8% above the base rate of Santander UK plc from time to time.
5.12. In the event that delivery of the Products is to an address outside the United Kingdom, Disc Factory shall not be responsible for any additional taxes due including but not limited to importation taxes, sales taxes and any other taxes and charges that may be levied at the delivery destination.
5.13. Disc Factory uses third party payment handlers to process your payment. By placing an Order with Disc Factory you agree that you have given Disc Factory permission to do so.
6. DELIVERY AND PASSING OF RISK
6.1. Disc Factory shall use all reasonable commercial endeavours to deliver your Order to you within the time estimate set out in the Quote (“Estimated Turnaround Time”), subject to the provisions set out herein. Such Estimated Turnaround Time is based on receipt by Disc Factory of all necessary artwork (“Artwork”), masters, copy and any other materials (hereafter collectively referred to as “Client Materials”) and payment in respect of the Order. Such Estimated Turnaround Time shall necessarily be subject to change where any masters or Artwork contain errors or omissions of any kind, are incorrectly formatted or incomplete, or where delivery to Disc Factory of any of these is delayed by you. For the avoidance of doubt, where you fail to provide Artwork to Disc Factory in accordance with the Artwork Guidelines more specifically set out on the Website, the processing of your Order shall be delayed and accordingly your Estimated Turnaround Time shall be subject to change.
6.2. You acknowledge and agree that the Estimated Turnaround Time is an estimate only and accordingly Disc Factory expressly excludes liability for delivery made after the Estimated Turnaround Time, and any resulting consequential loss or damage suffered.
6.3. You further acknowledge and agree that Estimated Turnaround Time shall be dependent on your location and that delivery may not be possible to certain destinations within advertised timeframes.
6.4. Where Disc Factory does not provide you with an Estimated Turnaround Time, you acknowledge and agree that it is your sole responsibility to request such information from Disc Factory.
6.5. Prior to processing your Order, Disc Factory shall provide you with a proof (“Proof”). Such Proof may, at Disc Factory’s sole discretion, be provided to you electronically, in hard copy or on screen at the time that you upload the Client Materials. You shall be required to approve any Proof provided to you. Once approval has been given Disc Factory shall bear no responsibility or liability whatsoever for the look of the Client Materials in the Products, such look including but not limited to image resolution or quality and errors in copy. You are therefore advised to print the Proof prior to approval. For the avoidance of doubt, approval may be given orally or in writing.
6.6. You shall become the owner of the Products on delivery of such Products by Disc Factory to you, provided always that Disc Factory has received payment of the Price and all other related charges in full. If Disc Factory is unable to deliver the Products to you, Disc Factory shall contact you to rearrange delivery.
6.7. All applicable delivery charges are set out in the relevant Quote and accordingly there shall be no additional costs associated with delivery that shall be charged to you, save insofar as your Order falls within clauses 5.2 or 5.12 above.
6.8. If you fail to accept delivery of the Products for any reason, or if Disc Factory is unable to deliver the Products to you on the Estimated Turnaround Time due to any actions attributed to you, Disc Factory may retain and store the Products with a third party until delivery, whereupon you shall be liable for all related costs and expenses including, without limitation, costs for such additional storage and insurance.
6.9. Where Disc Factory agrees to store any Products on your behalf, risk in the Products shall remain with Disc Factory until such time as the Products are delivered to you. Upon delivery of the Products to you, Disc Factory shall no longer bear any liability or responsibility for the Products.
7. CANCELLATION RIGHTS
7.1. Disc Factory shall not be liable to commence processing your Order until such time as it has received payment of the Price and all necessary Client Materials required to enable Disc Factory to process such Order. Accordingly, you may cancel your Order at any time prior to payment of the Price by you, subject to clause 7.2 below.
7.2. Where Disc Factory agrees to process your Order on Credit or in accordance with clause 5.9 above, you shall no longer be entitled to cancel your Order.
8. DEFECTIVE OR DAMAGED PRODUCTS
8.1. In the event that the Products delivered to you are inherently defective or damaged, through no fault of your own, Disc Factory shall provide you either with a refund in respect of the specific units that are damaged or defective, or at its sole discretion replacement of all or part of your Order or, if such Products are unavailable, then an alternative which is of the same or similar quality or value. Disc Factory shall bear the delivery costs incurred by you in returning the defective or damaged Products to Disc Factory, subject always that you provide Disc Factory with documentary evidence supporting such delivery costs and provided always that Disc Factory has requested return of such Products. Disc Factory reserves the right to request photographic evidence of any damage to the Products claimed by you.
8.2. Notwithstanding Clause 8.1, you understand that the life of the Products is dependent on your use of the same and is therefore subject to wear and tear. Disc Factory shall not be liable to refund and/or compensate you where the Products are damaged by you through normal wear and tear.
9. ORDERS FOR DELIVERY OUTSIDE THE UNITED KINGDOM
9.1. If you opt to access the Website and/or make purchases of the Products from a location outside the United Kingdom, you shall be responsible for complying with all applicable local laws.
9.2. You acknowledge and agree that due to the various systems of delivery services outside the United Kingdom, Disc Factory will only in some cases be able to confirm that your Order has been delivered to the designated country of the delivery address(es) provided by you. Disc Factory shall have no control whatsoever in respect of your local delivery services and therefore does not represent or warrant that your Order shall be delivered within a particular timescale, in the form in which it was originally packaged and delivered by Disc Factory or at all.
9.3. Disc Factory does not represent or warrant that the Website or the Products made available for purchase are appropriate or lawful in locations outside the United Kingdom, or that the Products and/or the delivery thereof comply with any legal or regulatory requirements of any applicable local law of the location in which you are currently situated.
9.4. If you order Products for delivery outside the United Kingdom, you may be subject to import duties and taxes which are levied upon the delivery of such Products to the specified address. You shall be solely responsible for payment of any such import duties and taxes. Disc Factory has no control whatsoever in respect of such additional import duties, taxes and charges and Disc Factory cannot advise you what these may be. Consequently, Disc Factory recommends that you contact your local customs office for further information prior to placing any Order with Disc Factory.
9.5. For all deliveries to locations outside the United Kingdom, you shall be deemed the importer of the Products and it shall be your sole responsibility to comply with all applicable local laws and regulations of the country to which the Products are delivered. Disc Factory shall in no way be liable to you or any third parties for any breach by you of any such laws arising from or in connection with the purchase of the Products and/or Disc Factory’s delivery of the Products to you.
10. ADDITIONAL OBLIGATIONS
10.1. You agree that you are solely responsible and liable for all activities carried out by your use of the Website.
10.2. You further agree that at all times, you shall not:
10.2.1. use the information presented on the Website or provided to you by Disc Factory for any commercial purposes; or
10.2.2. infringe any rights of any third parties.
10.3. You warrant that:
10.3.1. you own, or have obtained a valid licence and/or all necessary consents, including but not limited to MCPS licences where required, to use the intellectual property rights (“Intellectual Property Rights”) in the Client Materials; and
10.3.2. the Client Materials are free from any defamatory, actionable, illegal or criminal content.
10.4. You further warrant that, where any third party provides instruction to Disc Factory in relation to your Order, such third party has authority to provide such instruction and accordingly Disc Factory shall bear no responsibility for instruction from third parties save insofar as you expressly state to Disc Factory that any third party does not have authority to act on your behalf.
11. EXCLUSION OF WARRANTIES AND LIMITATION OF LIABILITY
11.1. Subject to Clause 11.3, if Disc Factory fails to comply with these Terms and Conditions, Disc Factory shall be entitled to be given a reasonable opportunity to rectify any errors and to re-perform its obligations hereunder. If Disc Factory’s failure to comply with its obligations is not remedied as in this clause 11.1, then Disc Factory’s total liability for all losses, damages, costs, claims and expenses howsoever arising shall be limited to the Price paid by you for the Products.
11.2. Subject to Clause 11.3, Disc Factory shall not be liable for losses that result from our failure to comply with these Terms and Conditions that fall into the following categories:
11.2.1. consequential, indirect or special losses;
11.2.2. loss of profits, income or revenue;
11.2.3. loss of savings or anticipated savings, interest or production;
11.2.4. loss of business or business benefits;
11.2.5. loss of contracts;
11.2.6. loss of opportunity or expectations;
11.2.7. loss of goodwill and/or reputation;
11.2.8. loss of marketing and/or public relations time and/or opportunities;
11.2.9. loss of data; or
11.2.10. loss of management or office time
or any other losses howsoever arising and whether caused by tort (including negligence), breach of contract or otherwise, even if foreseeable.
11.3. Nothing in these Terms and Conditions excludes or limits Disc Factory’s liability for:
11.3.1. death or personal injury caused by its negligence;
11.3.2. fraud or fraudulent misrepresentation; or
11.3.3. any other matter for which it would be illegal for Disc Factory to exclude or attempt to exclude its liability.
11.4. Commentary and other materials posted on the Website or provided by Disc Factory are not intended to amount to advice on which reliance should be placed. Disc Factory therefore disclaims all liability and responsibility arising from any reliance placed on such materials by any visitor to our site, or by anyone who may be informed of any of its contents. Further, responsibility for decisions taken on the basis of information, suggestions and advice given to you by Disc Factory shall remain solely with you.
11.5. For the express avoidance of doubt, Disc Factory disclaims all liability for any errors in Client Materials, including without limitation spelling and grammar, formatting, order of files on masters, and file resolution, and will use the Client Materials you have provided “as-is”, and accordingly it is your sole responsibility to ensure that all Client Materials are accurate.
12. INTELLECTUAL PROPERTY RIGHTS
12.1. Disc Factory and its licensors own all the Intellectual Property Rights relating to the Website.
12.2. You are expressly prohibited from:
12.2.1. reproducing, copying, editing, transmitting, uploading or incorporating into any other materials, any of the Website; and
12.2.2. removing, modifying, altering or using any registered or unregistered marks/logos/designs owned by Disc Factory or its licensors, and doing anything which may be seen to take unfair advantage of the reputation and goodwill of Disc Factory or could be considered an infringement of any of the rights in the Intellectual Property Rights owned by and/or licensed to Disc Factory.
12.3. Provided that Disc Factory is unaware of any infringement of any third party intellectual property rights at the time you provide the Client Materials to Disc Factory, and that the Products are created in good faith, Disc Factory shall not be liable in any way to you or any third party for any breach of such rights subsequently notified to you or Disc Factory.
12.4. Notwithstanding the ownership of Intellectual Property Rights in the Products, Website and Client Materials, you acknowledge and agree that:
12.4.1. Disc Factory may use video images or photographs of the Products containing the Client Materials within the Website or any other marketing materials; and
12.4.2. Disc Factory may use the Products incorporating or containing the Client Materials as Samples to be sent out to prospective clients or to be used for other marketing purposes;
and accordingly you grant Disc Factory a non-exclusive, perpetual, worldwide, transferable licence to use the Products and the Client Materials for such purposes.
12.5. Save for the rights expressly set out in these Terms and Conditions, nothing in these Terms and Conditions shall serve to transfer from you to Disc Factory any rights in the Client Materials and all rights, title and interest in and to the Client Materials shall remain with you.
13. PRIVACY POLICY
13.1. Disc Factory complies with the Data Protection Act 1998 and all other successor legislation and regulations in the performance of its obligations under these Terms and Conditions. Please click to view Disc Factory’s Privacy Policy. The terms of the Privacy Policy form part of these Terms and Conditions and you agree to be bound by them.
14. FORCE MAJEURE
14.1. Disc Factory shall not be liable or responsible for any failure to perform, or delay in performance of, any of its obligations under these Terms that is caused by events outside its reasonable control (“Force Majeure Event”).
14.2. A Force Majeure Event includes any act, event, non-happening, omission or accident beyond Disc Factory’s reasonable control and includes in particular (without limitation) the following:
14.2.1. strikes, lock-outs or other industrial action
14.2.2. civil commotion, riot, invasion, terrorist attack or threat of terrorist attack, war (whether declared or not) or threat or preparation for war;
14.2.3. fire, explosion, storm, flood, earthquake, subsidence, epidemic, pandemic or other natural disaster;
14.2.4. impossibility of the use of railways, shipping, aircraft, motor transport or other means of public or private transport;
14.2.5. impossibility of the use of public or private telecommunications networks; and
14.2.6. the acts, decrees, legislation, regulations or restrictions of any government.
14.3. Disc Factory’s performance under these Terms is deemed to be suspended for the period that the Force Majeure Event continues, and Disc Factory shall have an extension of time for performance for the duration of that period. Disc Factory will use its reasonable endeavours to bring the Force Majeure Event to a close or to find a solution by which its obligations under these Terms may be performed despite the Force Majeure Event.
15. CONFIDENTIALITY
15.1. Neither party shall during the term of these Terms and Conditions (except insofar as required in the proper provision of such party’s obligations) or after it has ended (except as required by law) disclose to any person any confidential information (“Confidential Information”) or trade secrets relating to the other party’s business.
15.2. Confidential Information shall include (but will not be limited to) information and/or secrets relating to corporate and marketing strategy; business development and plans; sales reports and research results; design sketches, Artwork and/or prototypes; masters, samples or other media files; business methods and processes; technical information and know-how relating to the other party’s business which is not in the public domain including inventions, designs, techniques, database systems and ideas; business contacts, lists of customers; and any documents marked “confidential”.
15.3. Both parties shall use all reasonable commercial endeavours to prevent the publication or disclosure of any such Confidential Information.
15.4. This clause 15 shall apply after the termination of these Terms and Conditions save insofar as it relates to information which has become available to the public generally otherwise than through unauthorised disclosure.
16. COMPLAINTS
16.1. If you have reason to believe that any of the terms herein have been breached or you have a complaint to make, please e-mail Disc Factory at: info@discfactory.co.uk . All notification and communication to Disc Factory should be sent to the contact details provided herein.
17. GENERAL
17.1. If Disc Factory fails at any time to insist upon strict performance of its obligations under these Terms and Conditions, or if it fails to exercise any of the rights or remedies to which it is entitled under these Terms and Conditions, this will not constitute a waiver of any such rights or remedies and shall not relieve you from compliance with such obligations.
17.2. A waiver by Disc Factory of any default shall not constitute a waiver of any subsequent default.
17.3. No waiver by Disc Factory of any of these Terms and Conditions shall be effective unless it is expressly stated to be a waiver and is communicated to you in writing.
17.4. For the avoidance of doubt, references to ‘writing’ shall be deemed to include email.
17.5. Disc Factory reserves the right to use third party suppliers or sub-contractors at any time and in any way in respect of the performance of its obligations under these Terms and Conditions.
17.6. If Disc Factory is at full capacity or is unable for any other reason to accept new Orders, Disc Factory reserves the right not to respond to Quote Requests, and shall not be liable to you in any way where such Quote Request is not acknowledged or responded to.
17.7. If any of these Terms and Conditions is determined by any competent authority to be invalid, unlawful or unenforceable to any extent, such term, condition or provision will to that extent be severed from the remaining terms, conditions and provisions which shall continue to be valid to the fullest extent permitted by law.
17.8. These Terms and Conditions and any document expressly referred to in them represent the entire agreement between you and Disc Factory in respect of your use of the Website and your use of the Product, and shall supersede any prior agreement, understanding or arrangement between you and Disc Factory, whether oral or in writing.
17.9. You acknowledge that in entering into these Terms and Conditions, you have not relied on any representations, undertaking or promise given by or implied from anything said or written whether on the Website, the internet or in negotiation between you and Disc Factory except as expressly set out in these Terms and Conditions.
17.10. Disc Factory reserves the right to amend these Terms and Conditions without notice to you, subject always that such amendments shall not be applicable to any Orders already placed.
17.11. These Terms and Conditions are governed by and construed in accordance with English law. The Courts of England and Wales shall have exclusive jurisdiction over any disputes arising out of these Terms and Conditions.
March 2020