Business Day: a day other than a Saturday, Sunday or public holiday in England, when banks in London are open for business.
Contract: the contract between GBF and the Customer for the sale and purchase of the Goods in accordance with these Terms.
Controller, Processor, Data Subject, Personal Data, Personal Data Breach, processing and appropriate technical and organisational measures: as defined in the Data Protection Legislation.
Customer: the person or firm who purchases the Goods from GBF.
Data Protection Legislation: the UK Data Protection Legislation and any other European Union legislation relating to personal data and all other legislation and regulatory requirements in force from time to time which apply to a party relating to the use of Personal Data (including, without limitation, the privacy of electronic communications); and the guidance and codes of practice issued by the relevant data protection or supervisory authority and applicable to a party.
Delivery Location: has the meaning given in clause 7 (a) .
Force Majeure Event: an event, circumstance or cause beyond a party’s reasonable control.
GBF: Graphic Business Forms Limited (registered in England and Wales with company number 03038925)
Goods: the goods (or any part of them) set out in the Order.
Order: the Customer’s order for the Goods, as may be set out in the Customer’s purchase order form, in the Customer’s written acceptance of GBF’s quotation or as may be placed by the Customer by telephone or through GBF’s website.
Proof: a draft copy/sample of the Goods submitted by GBF to the Customer for review.
Specification: any specification for the Goods, including any related plans and drawings, that is agreed in writing by the Customer and GBF.
Terms: the terms and conditions set out in this document as amended from time to time in accordance with clause 28.
UK Data Protection Legislation: all applicable data protection and privacy legislation in force from time to time in the UK including the General Data Protection Regulation ((EU) 2016/679); the Data Protection Act 2018; the Privacy and Electronic Communications Directive 2002/58/EC (as updated by Directive 2009/136/EC) and the Privacy and Electronic Communications Regulations 2003 (SI 2003/2426) as amended.
2. BASIS OF CONTRACT
(a) These Terms apply to the Contract to the exclusion of any other terms that the Customer seeks to impose or incorporate, or which are implied by law, trade custom, practice or course of dealing.
(b) Any quotation submitted by GBF is an invitation to treat not an offer. The placing of any Order by the Customer orally or in writing and whether or not a quotation has been submitted shall constitute an offer by the Customer and the Order shall only be deemed to be accepted when GBF issues a written acceptance of the Order, at which point the Contract shall come into existence.
(c) The Customer is responsible for ensuring that the terms of the Order and any applicable Specification submitted by the Customer are complete and accurate.
(d) Quotations shall only be open for the making of an offer within the period stated on the quotation or, where no period is specified, within 30 days from the date thereof. Any Orders placed by the Customer with an employee or representative of GBF are subject to written acceptance by GBF in accordance with this clause.
(a) The Goods are described in the Specification.
(b) To the extent that the Goods are to be manufactured in accordance with a Specification supplied by the Customer, the Customer shall indemnify GBF against all liabilities, costs, expenses, damages and losses (including any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal and other professional costs and expenses) suffered or incurred by GBF in connection with any claim made against GBF for actual or alleged infringement of a third party’s intellectual property rights arising out of or in connection with GBF’s use of the Specification. This clause 3(b) shall survive termination of the Contract.
4. PRELIMINARY WORK
All work carried out by GBF, whether experimentally or otherwise, at the Customer’s request shall be charged.
(a) Proofs shall be submitted by GBF to the Customer for Customer review.
(b) The Customer shall review the Proof and promptly provide GBF with feedback on any Proofs submitted to it.
(c) Any Customer alterations to Proofs and additional Proofs shall be charged to the Customer. When style, type or layout is left to GBF’s judgment, changes therefrom made by the Customer shall be charged extra.
(d) GBF accepts no liability whatsoever for any errors not corrected by the Customer and notified to GBF in Proofs following the Customer’s review and approval.
A charge may be made by GBF to the Customer to cover any additional work involved where copy supplied is not clear and legible.
(a) GBF shall deliver the Goods to the location set out in the Order or such other location as the parties may agree (Delivery Location). GBF shall be entitled to charge the Customer an additional charge to cover any extra costs involved for delivery of the Goods to an address different from the Delivery Location.
(b) GBF shall ensure that each delivery of the Goods is accompanied by a delivery note that shows the date of the Order, the type and quantity of the Goods, special storage instructions (if any) and, if the Goods are being delivered by instalments, the outstanding balance of Goods remaining to be delivered.
(c) Delivery is completed on the completion of unloading of the Goods at the Delivery Location.
(d) Should the Customer require expedited delivery of Goods , GBF shall be entitled to charge an extra fee to cover any additional costs incurred in meeting the Customer’s required delivery date.
(e) Any dates quoted for delivery are approximate only, and the time of delivery is not of the essence. GBF shall not be liable for any delay in delivery of the Goods that is caused by a Force Majeure Event or the Customer’s failure to provide GBF with adequate delivery instructions or any other instructions that are relevant to the supply of the Goods.
(f) If GBF fails to deliver the Goods, its liability shall be limited to the costs and expenses incurred by the Customer in obtaining replacement goods of similar description and quality in the cheapest market available, less the price of the Goods provided that the Customer notifies GBF in writing of such failure to deliver within 42 days from any indicative delivery date provided by GBF. GBF shall have no liability for any failure to deliver the Goods if the Customer fails to provide the notification as set out above or to the extent that such failure is caused by a Force Majeure Event or the Customer’s failure to provide GBF with adequate delivery instructions or any other instructions that are relevant to the supply of the Goods.
(g) If the Customer fails to accept delivery of the Goods within three Business Days of GBF notifying the Customer that the Goods are ready, then, except where such failure or delay is caused by a Force Majeure Event or GBF’s failure to comply with its obligations under the Contract:
(i) delivery of the Goods shall be deemed to have been completed at 9.00 am on the third Business Day after the day on which GBF notified the Customer that the Goods were ready; and
(ii) GBF shall store or arrange to store the Goods until delivery takes place, and charge the Customer for all related costs and expenses (including insurance).
(h) If ten Business Days after the day on which GBF notified the Customer that the Goods were ready for delivery the Customer has not accepted actual delivery of them, GBF may resell or otherwise dispose of part or all of the Goods and, after deducting reasonable storage and selling costs, account to the Customer for any excess over the price of the Goods or charge the Customer for any shortfall below the price of the Goods.
(i) If GBF delivers up to and including 10% more or less than the quantity of Goods ordered the Customer may not reject them.
(j) GBF may deliver the Goods by instalments, which shall be invoiced and paid for separately. Any delay in delivery or defect in an instalment shall not entitle the Customer to cancel any other instalment.
8. CALL OFF OF GOODS
(a) Where Customer places an Order with GBF for Goods and delivery is to be made by way of instalments over an agreed period of time (not to exceed 6 months) and Customer fails to take delivery of the whole Order within the agreed time period for delivery GBF shall:
(i) be entitled to deliver all remaining Goods relating to that Order to the Customer; and
(ii) invoice the Customer for any remaining balance payable by the Customer in relation to that Order, such invoice to be paid in accordance with clause 10(e) .
(a) GBF warrants that on delivery the Goods shall:
(i) conform in all material respects with the Specification;
(ii) be free from material defects in design, material and workmanship; and
(iii) be of satisfactory quality (within the meaning of the Sale of Goods Act 1979).
(b) Subject to clause 9(a), if:
(i) the Customer gives notice in writing to GBF within 24 hours of delivery that some or all of the Goods do not comply with the warranty set out in clause 9(a);
(ii) GBF is given a reasonable opportunity of examining such Goods;
(iii) the Customer (if asked to do so by GBF) returns such Goods to GBF’s place of business;
GBF shall, at its option, repair or replace the defective Goods, or credit the invoice price of the defective Goods.
(c) GBF shall have no liability if a defect arises as a result of GBF following any drawing, design or Specification supplied by the Customer.
(d) The terms implied by sections 13 to 15 of the Sale of Goods Act 1979 are, to the fullest extent permitted by law, excluded from the Contract.
(e) These Terms shall apply to any repaired or replacement Goods supplied by GBF.
10. PRICE AND PAYMENT
(a) The price of the Goods shall be the price set out in the Order.
(b) Prices are based on GBF’s current costs of production and, unless otherwise agreed, are subject to amendment on or at any time after acceptance of the Order to meet any rise or fall in such costs.
(c) The price of the Goods excludes amounts in respect of value added tax (VAT), which the Customer shall additionally be liable to pay to GBF at the prevailing rate, subject to the receipt of a valid VAT invoice.
(d) GBF shall be entitled to submit an invoice for the Goods following delivery of the Goods or, if earlier, as may be agreed between the parties.
(e) The Customer shall pay all sums due to GBF, without deduction or set off, within 30 days following the date of the invoice (the final day of which period is “the due date”).
(f) Time for payment shall be of the essence of the Contract.
(g) Without limiting any other remedy that it might have GBF shall be entitled to receive interest on all sums due to it which remain unpaid after the due date at the rate per annum of 4% above the base rate of HSBC Bank plc from time to time from the day following the due date until the actual date on which payment is made, both before and after any judgment.
(h) Should work be suspended at the request of or delayed through any default of the Customer for a period of 30 days or more GBF shall then be entitled to payment for work already carried out in relation to the Goods, materials specially ordered and other additional costs, including storage.
11. TITLE AND RISK
(a) Risk in the Goods will pass from GBF to the Customer upon delivery.
(b) Title to the Goods will pass from GBF to the Customer upon the receipt by GBF of full payment for the Goods or, if earlier, upon the resale by the Customer of the Goods or of any products incorporating the Goods, in which event title shall pass to the Customer immediately prior to such resale or use.
(c) Until title to the Goods has passed to the Customer, the Customer shall:
(i) store the Goods separately from all other goods held by the Customer so that they remain readily identifiable as GBF’s property;
(ii) not remove, deface or obscure any identifying mark or packaging on or relating to the Goods;
(iii) maintain the Goods in satisfactory condition and keep them insured against all risks for their full price from the date of delivery;
(iv) notify GBF immediately if it becomes subject to any of the events listed in clause 21(a)(ii) to clause 21(a)(iv); and
(v) give GBF such information relating to the Goods as GBF may require from time to time.
(d) If before title to the Goods passes to the Customer the Customer becomes subject to any of the events listed in 21(a)(ii) to clause 21(a)(iv), then, without limiting any other right or remedy GBF may have, GBF may at any time:
(i) require the Customer to deliver up all Goods in its possession that have not been resold, or irrevocably incorporated into another product; and
(ii) if the Customer fails to do so promptly, enter any premises of the Customer or of any third party where the Goods are stored in order to recover them or to the extent that such premises are not owned or controlled by the Customer, the Customer shall procure that right for GBF.
12. DATA PROTECTION
(a) Both parties will comply with all applicable requirements of the Data Protection Legislation. This clause 12 is in addition to, and does not relieve, remove or replace, a party’s obligations or rights under the Data Protection Legislation. In this clause 12, Applicable Laws means (for so long as and to the extent that they apply to GBF) the law of the European Union, the law of any member state of the European Union and/or Domestic UK Law; and Domestic UK Law means the UK Data Protection Legislation and any other law that applies in the UK.
(b) The parties acknowledge that for the purposes of the Data Protection Legislation, the Customer is the Controller and GBF is the Processor. The parties shall agree the scope, nature and purpose of processing by GBF, the duration of the processing and the types of Personal Data and categories of Data Subject separately to these Terms
(c) Without prejudice to the generality of clause 12(a), the Customer will ensure that it has all necessary appropriate consents and notices in place to enable lawful transfer of the Personal Data to GBF for the duration and purposes of the Contract.
(d) Without prejudice to the generality of clause 12(a), GBF shall, in relation to any Personal Data processed in connection with the performance by GBF of its obligations under these Terms:
(i) process that Personal Data only on the documented written instructions of the Customer as agreed between the parties unless GBF is required by Applicable Laws to otherwise process that Personal Data. Where GBF is relying on Applicable Laws as the basis for processing Personal Data, GBF shall promptly notify the Customer of this before performing the processing required by the Applicable Laws unless those Applicable Laws prohibit GBF from so notifying the Customer;
(ii) ensure that it has in place appropriate technical and organisational measures, reviewed and approved by the Customer, to protect against unauthorised or unlawful processing of Personal Data and against accidental loss or destruction of, or damage to, Personal Data, appropriate to the harm that might result from the unauthorised or unlawful processing or accidental loss, destruction or damage and the nature of the data to be protected, having regard to the state of technological development and the cost of implementing any measures (those measures may include, where appropriate, pseudonymising and encrypting Personal Data, ensuring confidentiality, integrity, availability and resilience of its systems and services, ensuring that availability of and access to Personal Data can be restored in a timely manner after an incident, and regularly assessing and evaluating the effectiveness of the technical and organisational measures adopted by it);
(iii) ensure that all personnel who have access to and/or process Personal Data are obliged to keep the Personal Data confidential; and
(iv) not transfer any Personal Data outside of the European Economic Area unless the prior written consent of the Customer has been obtained and the following conditions are fulfilled:
- the Customer or GBF has provided appropriate safeguards in relation to the transfer;
- the data subject has enforceable rights and effective legal remedies;
- GBF complies with its obligations under the Data Protection Legislation by providing an adequate level of protection to any Personal Data that is transferred; and
- GBF complies with reasonable instructions notified to it in advance by the Customer with respect to the processing of the Personal Data;
(v) assist the Customer, at the Customer’s cost, in responding to any request from a Data Subject and in ensuring compliance with its obligations under the Data Protection Legislation with respect to security, breach notifications, impact assessments and consultations with supervisory authorities or regulators;
(vi) notify the Customer without undue delay on becoming aware of a Personal Data Breach;
(vii) at the written direction of the Customer, delete or return Personal Data and copies thereof to the Customer on termination of the agreement unless required by Applicable Law to store the Personal Data; and
(viii) maintain complete and accurate records and information to demonstrate its compliance with this clause 12.
(e) The Customer consents to GBF appointing a third-party processor of Personal Data under the Contract (a list of third party processors shall be provided by GBF on request). GBF confirms that it has entered or (as the case may be) will enter with the third-party processor into a written agreement incorporating terms which are substantially similar to those set out in this clause 12 and in either case which GBF confirms reflect and will continue to reflect the requirements of the Data Protection Legislation. As between the Customer and GBF, GBF shall remain fully liable for all acts or omissions of any third-party processor appointed by it pursuant to this clause 12(e).
(f) Either party may, at any time on not less than 30 days’ notice, revise this clause 12 by replacing it with any applicable controller to processor standard clauses or similar terms forming part of an applicable certification scheme (which shall apply when replaced by attachment to this agreement).
13. MACHINE READABLE CODES
(a) In the case of machine readable codes or symbols GBF shall print the same as specified or approved by the Customer in accordance with generally accepted standards and procedures.
(b) The Customer shall be responsible for satisfying himself that the code or symbol will read correctly on the equipment likely to be used by those for whom the code or symbol is intended.
(c) The Customer shall indemnify GBF against any claim by any party resulting from the code or symbol not reading or not reading correctly for any reason, except to the extent that such claim arises from any failure of GBF to comply with paragraph (a) above which is not attributable to error falling within the tolerances generally accepted in the trade in relation to printing of this sort.
14. ORDERS OF LABELS OR ANY OTHER GOODS
(a) The Customer shall be responsible for ensuring that all information entered on the website, or given in any other format to GBF, by the Customer when completing an order online or in any other manner (including but not limited to the SKU number, purchase order number and the number of labels required) is correct, and must be checked by the Customer before proceeding with the order. GBF shall print the labels in accordance with the information provided.
(b) GBF shall be under no liability (in accordance with clause 17(d) of these terms) if the labels are printed in accordance with the information provided by the customer, whether that information is correct or not.
(c) If there is a fault with the labels to the extent that they do not scan properly, written notice must be given to GBF in accordance with clause 9(b) and GBF’s liability will be limited to that in clause 17.
15. CANCELLATION OF ORDERS
(a) If the Customer wishes to cancel its Order, the Customer must notify GBF either in writing or by telephone within one hour of placing their Order.
(b) The Customer must clearly state their purchase order number and SKU number when cancelling their Order.
(c) GBF will not be able to cancel the Customer’s Order if it has already been issued for printing and the Customer has been made aware that once processed the automated printing system cannot be reversed.
(d) GBF will not be liable to the Customer for any loss or damage the Customer suffers as a result of GBF’s inability to cancel the Order due to the circumstances set out in section 15(c) above.
16. RETURNS AND REFUNDS
Due to the personalised nature of the Goods printed for the Customer, returns and refunds are not permitted, except in accordance with section 9(b).
17. LIMITATION OF LIABILITY
(a) GBF shall not be liable for late delivery caused by the act or omission on the part of the Customer.
(b) Nothing in the Contract limits any liability which cannot legally be limited, including liability for:
(i) death or personal injury caused by negligence;
(ii) fraud or fraudulent misrepresentation;
(iii) breach of the terms implied by section 12 of the Sale of Goods Act 1979; or
(iv) defective products under the Consumer Protection Act 1987.
(c) Subject to clause 17(b), GBF’s total liability to the Customer shall not exceed the invoice price of any Goods or any part thereof in respect of which a claim is made.
(d) Subject to clause 17(b), the following types of loss are wholly excluded:
(i) loss of profits;
(ii) loss of sales or business;
(iii) loss of agreements or contracts;
(iv) loss of anticipated savings;
(v) loss of use or corruption of software, data or information;
(vi) loss of or damage to goodwill; and
(vi) indirect or consequential loss.
(e) This clause17 shall survive termination of the Contract.
18. STANDING MATERIAL
(a) Metal, film, glass and other materials owned by GBF and used by it in the production of type, plates, moulds, stereotypes, electrotypes, film-setting, negatives, positives and the like shall remain its exclusive property. Such items when supplied by the Customer shall remain the Customer’s property.
(b) Type may be distributed and lithographic, photogravure or other work effaced immediately after the order is executed unless written arrangements are made to the contrary. In the latter event, rent may be charged.
19. CUSTOMER’S PROPERTY
(a) Except in the case of a Customer who is not contracting in the course of a business nor holding himself out as doing so, Customer’s property and all property supplied to GBF by or on behalf of the Customer shall while it is in the possession of GBF or in transit to or from the Customer be deemed to be at the Customer’s risk unless otherwise agreed and the Customer should insure accordingly
(b) GBF shall be entitled to make a reasonable charge for the storage of any Customer’s property left with GBF before receipt of the order or after notification to the Customer of completion of the Goods.
20. MATERIALS SUPPLIED BY THE CUSTOMER
(a) GBF may reject any paper, plates or other materials supplied or specified by the Customer which appear to it to be unsuitable. Additional cost incurred if materials are found to be unsuitable during production may be charged except that if the whole or any part of such additional cost could have been avoided but for unreasonable delay by GBF in ascertaining the unsuitability of the materials then that amount shall not be charged to the Customer.
(b) Where materials are so supplied or specified, GBF will take every care to secure the best results, but responsibility will not be accepted for imperfect work caused by defects in or unsuitability of materials so supplied or specified.
(c) The Customer shall supply adequate quantities of materials to cover normal spoilage.
(a) Without limiting its other rights or remedies, GBF may terminate this Contract with immediate effect by giving written notice to the Customer if:
(i) the Customer commits a material breach of any term of the Contract and (if such a breach is remediable) fails to remedy that breach within 14 days of that party being notified in writing to do so;
(ii) the Customer 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;
(iii) the Customer suspends, threatens to suspend, ceases or threatens to cease to carry on all or a substantial part of its business; or
(iv) the Customer’s financial position deteriorates to such an extent that in GBF’s opinion the Customer’s capability to adequately fulfil its obligations under the Contract has been placed in jeopardy.
(b) Without limiting its other rights or remedies, GBF may suspend provision of the Goods under the Contract or any other contract between the Customer and GBF if the Customer becomes subject to any of the events listed in clause 21(b)(ii) to 21(b)(iv), or GBF reasonably believes that the Customer is about to become subject to any of them, or if the Customer fails to pay any amount due under this Contract on the due date for payment.
(c) Without limiting its other rights or remedies, GBF may terminate the Contract with immediate effect by giving written notice to the Customer if the Customer fails to pay any amount due under the Contract on the due date for payment.
(d) On termination of the Contract for any reason the Customer shall immediately pay to GBF all of GBF’s outstanding unpaid invoices and interest and, in respect of Goods supplied and manufactured but for which no invoice has been submitted, GBF shall submit an invoice, which shall be payable by the Customer immediately on receipt and GBF shall have a general lien on all Goods and property in its possession (whether worked on or not) and shall be entitled on the expiration of 14 days’ notice to dispose of such Goods or property in such manner and at such price as it thinks fit and to apply the proceeds towards such debts.
(e) Termination of the Contract, however arising, 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.
22. ILLEGAL MATTER
(a) GBF shall not be required to print any matter which in its opinion is or may be of an illegal or offensive nature or an infringement of the proprietary or other rights of any third party
(b) GBF shall be indemnified by the Customer in respect of any claims, costs and expenses arising out of any libellous matter or any infringement of copyright, patent, design or of any other proprietary or personal rights contained in any material printed for the Customer. The indemnity shall extend to any amounts paid on a lawyer’s advice in settlement of any claim.
23. FORCE MAJEURE
GBF shall be under no liability if it shall be unable to carry out any provision of the Contract as a result of a Force Majeure Event. During the continuance of a Force Majeure Event the Customer may by written notice to GBF elect to terminate the Contract and pay for work done and materials used, but subject thereto shall otherwise accept delivery when available.
(a) “COVID-19 Trigger Event” means either of the following events occurring directly or indirectly as a result of the outbreak of the COVID-19 virus:
(i) an adverse impact on GBF’s ability to perform the Contract in accordance with its terms and the law;
(iii) an increase in the costs incurred by GBF in performing the Contract of at least 5% since the price for the Goods was last agreed with the Customer.
(b) If a COVID-19 Trigger Event occurs, GBF may:
(i) require the Customer to negotiate in good faith an amendment to the Contract to mitigate the COVID-19 Trigger Event, which may include (without limitation) an increase to the price of the Goods; and
(ii) if no such amendment is made to the Contract within 30 days, terminate the Contract immediately by giving written notice to the Customer, in which case: and
(iii) GBF shall be entitled to invoice the Customer for all costs incurred by GBF under the Contract up to the point of termination;
(c) any invoice raised under this 24 shall be payable by the Customer within 30 days; and
(d) in the event that such invoice remains unpaid after 30 days, interest shall also be payable in accordance with clause 10(g).
25. DISPUTES AND SET-OFF
Any liability upon GBF is subject to the terms of payment and all other obligations upon the Customer being strictly observed. The Customer shall not be entitled to withhold payment of any amount payable to GBF under any contract because of any disputed claim against GBF.
No failure or delay on the part of GBF to exercise its rights under the Contract shall operate as a waiver thereof nor shall any single nor partial exercise of any such right exclude any other or further exercise thereof. Any waiver of a breach of any provision of the Contract shall not affect GBF’s rights in the event of any further or additional breach or breaches.
27. ASSIGNMENT AND OTHER DEALINGS
(a) GBF may at any time assign, transfer, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with all or any of its rights or obligations under the Contract.
(b) The Customer may not assign, transfer, mortgage, charge, subcontract, delegate, 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 GBF.
No variation of this Contract shall be effective unless it is in writing and signed by the parties (or their authorised representatives).
Severance. If any provision or part-provision of the Contract is or becomes invalid, illegal or unenforceable, it shall be deemed deleted, but that shall not affect the validity and enforceability of the rest of this agreement. If any provision of the Contract is deemed deleted under this clause 29 the parties shall negotiate in good faith to agree a replacement provision that, to the greatest extent possible, achieves the intended commercial result of the original provision.
(a) Any notice given to a party under or in connection with the Contract shall be in writing and shall be:
(i) delivered by hand or by pre-paid first-class post or other next working day delivery service at its registered office (if a company) or its principal place of business (in any other case); or
(ii) sent by email to the address specified in the Order.
(b) Any notice shall be deemed to have been received:
(i) if delivered by hand, on signature of a delivery receipt or at the time the notice is left at the proper address or the next Business Day if received after 16.00; and
(ii) if sent by pre-paid first-class post or other next working day delivery service, at 9.00 am on the second Business Day after posting or at the time recorded by the delivery service; and
(iii) if sent by email, at the time of transmission, or, if this time falls outside business hours in the place of receipt, when business hours resume. In this clause 30 (b)(iii), business hours means 9.00am to 5.00pm Monday to Friday on a day that is not a public holiday in the place of receipt.
(c) This clause does not apply to the service of any proceedings or other documents in any legal action or, where applicable, any arbitration or other method of dispute resolution.
31. THIRD PARTY RIGHTS
Unless it expressly states otherwise, the Contract does not give rise to any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of the Contract.
32. LAW AND JURISDICTION
(a) These Terms and all other express terms of the Contract shall be governed and construed in accordance with the laws of England.
(b) Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with this Contract or its subject matter or formation.
(c) GBF reserves the right, under the Printers and Reading Rooms Repeal Act, and Printers Imprint Act 1961 to apply their imprint to all work produced at GBF’s premises.