General terms of purchase and purchase orders for Yandell Publishing Limited and its associated companies and businesses or its media and events.
1.1 In these Conditions:
`BUYER’ means YANDELL PUBLISHING LIMITED (registered in England under number 1975794) or its subsidiary companies or business divisions whose registered office is at Argent House, 5 Goldington Road, Bedford MK40 3JY.
‘CONDITIONS’ means the standard terms and conditions of purchase set out in this document as amended from time to time in accordance with clause 2.4. and (unless the context otherwise requires) includes any special terms and conditions agreed in Writing between the Buyer and the Seller.
‘CONTRACT’ means the contract for the sale and purchase of the Goods and the supply and
acquisition of the Services in accordance with these Conditions.
‘DELIVERY ADDRESS’ means the address stated on the Order.
‘GOODS’ means the goods (including any instalment of the goods or any part of them) described in the Order.
‘ORDER’ means the Buyer’s purchase order to which these Conditions are annexed.
‘PRICE’ means the price of the Goods and/or the charge for the Services.
‘SELLER’ means the person so described in the Order.
‘SERVICES’ means the Services (if any) described in the Order.
‘SPECIFICATION’ includes any plans, drawings, date or other information relating to the Goods or Services.
‘WRITING’ includes e-mail, facsimile transmission, letter and comparable means of communication.
1.2 Any reference in the Conditions to a statute or a provision of a statute shall be construed as a reference to that statute or provision as amended, re-enacted or extended at the relevant time.
1.3 The headings in these Conditions are for convenience only and shall not affect their interpretation.
- BASIS OF PURCHASE
2.1 The Order constitutes an offer by the Buyer to purchase the Goods and/or acquire the Services subject to these Conditions.
2.2 These Conditions shall apply to the Contract to the exclusion of any other terms (that the Seller seeks to impose or incorporate, or which are implied by trade, custom, practice or course of dealing) and conditions on which any quotation has been given to the Buyer or subject to which the Order is accepted or purported to be accepted by the Seller or is printed on any packing/delivery/advice note.
2.3 The Order shall be deemed to be accepted on the earlier of:
2.3.1 the Seller issuing a written acceptance of the Order; and
2.3.2 the Seller doing any act consistent with fulfilling the Order, at which point the Contract shall come into existence.
2.4 No variation to the Order or these Conditions shall be binding unless agreed in Writing between the authorised representatives of the Buyer and the Seller.
2.5 The Seller waives any right it might otherwise have to rely on any term endorsed upon, delivered with or contained in any document of the Seller that is inconsistent with these Conditions.
3.1 The quantity, quality and description of the Goods and the Services shall, subject as provided in these Conditions, be as specified in the Order and/or in any applicable Specification supplied by the Buyer to the Seller or agreed in Writing by the Buyer.
3.2 Any specification supplied by the Buyer to the Seller, or specifically produced by the Seller for the Buyer, in connection with the Contract, together with the copyright, design rights or any other intellectual property rights in the Specification, shall be the exclusive property of the Buyer. The Seller shall not disclose to any third party or use any such Specification except to the extent that it is or becomes public knowledge through no fault of the Seller, or as required for the purpose of the Contract.
3.3 The Seller shall comply with all applicable regulations or other legal requirements concerning the manufacture, packaging, packing and delivery of the Goods and the performance of the Services.
3.4 The Seller shall not unreasonably refuse any request by the Buyer to inspect the Goods during manufacture, processing or storage at the premises of the Seller or any third party prior to dispatch, and the Seller shall provide the Buyer with all facilities reasonably required for inspection.
3.5 If as a result of inspection the Buyer is not satisfied that the Goods will comply in all respects with the Contract, and the Buyer so informs the Seller within 7 days of inspection, the Seller shall take such steps as are necessary to ensure compliance. If in the event of the Seller failing to take such steps then the Buyer may without liability but without prejudice to its other rights terminate the Contract.
3.6 The Goods shall be marked in accordance with the Buyer’s instructions and any applicable regulations or requirements of the carrier, and properly packed and secured so as to reach their destination in an undamaged condition in the ordinary course of business.
- PRICE OF THE GOODS AND SERVICES
4.1 The Price of the Goods and the Services shall be as stated in the Order and, unless otherwise so stated, shall be:
4.1.1 exclusive of any applicable value added tax (which shall be payable by the Buyer subject to receipt of a VAT invoice); and
4.1.2 inclusive of all charges for packaging, packing, shipping, carriage, insurance and delivery of the Goods to the Delivery Address and any duties, imposts or levies other than value added tax.
4.2 No increase in the Price may be made (whether on account of increased material, labour or transport costs, fluctuation in rates of exchange or otherwise) without the prior consent of the Buyer in Writing provided always that this dame shall not apply to Contracts which expressly provide for price variations in which case proper and reasonable price increases will be allowable under the Contract.
4.3 The Buyer shall be entitled to any discount for prompt payment, bulk purchase or volume of purchase customarily granted by the Seller, whether or not shown on its own terms and conditions of sale.
4.4 If the Seller fails to make any payment due to the Buyer under the Contract by the due date for payment, then the Seller shall pay interest on the overdue amount at the rate of 4% per annum above Barclays Bank Plc’s base rate from time to time. Such interest shall accrue on a daily basis from the due date until actual payment of the overdue amount, whether before or after judgment. The Seller shall pay the interest together with the overdue amount.
4.5 The Buyer may at any time, without limiting any of its other rights or remedies, set off any liability of the Seller to the Buyer against any liability of the Buyer to the Seller.
4.6 The Buyer may withhold payment of any outstanding invoice should the Goods or Services supplied be affected by a dispute or query relating to the Goods or Services delivered by the Seller until such time the dispute is reconciled by the Seller to the entire satisfaction of the Buyer.
- TERMS OF PAYMENT
5.1 The Seller shall be entitled to invoice the Buyer on or at any time after delivery of the Goods or performance of the Services, as the case may be, and each invoice shall quote the number of the Order. All invoices must be marked for the attention of the Accounts Department, clearly display the Buyer’s order number and be sent to the trading office address. Failure to comply may result in delays or non-payment of invoices.
5.2 Unless otherwise stated in the Order, the Buyer shall normally pay the Price of the Goods and the Services within 60 days after the end of the month of receipt by the Buyer of a proper invoice or, if later, after acceptance of the Goods or Services in question by the Buyer.
5.3 The Buyer shall be entitled to net off against the Price any sums owed to the Buyer by the Seller.
6.1 The Goods shall be delivered to, and the Services shall be performed at, the Delivery Address on the date or within the period stated in the Order, in either case between 9:00am to 1:00pm and 2:00pm to 5:00pm Monday to Thursday & 9.00am to 1.00pm and 2:00pm to 4:00pm Fridays. Delivery of the Goods shall be completed on the completion of unloading the Goods at the Delivery Address.
6.2 Where the date of delivery of The Goods or of performance of the Services is to be specified after the placing of Order, the Seller shall give the Buyer reasonable notice of the specified date. However it is incumbent on the Seller to confirm in advance that the Buyers premises or delivery address is open at the expected date and time of delivery.
6.3 The time of delivery of the Goods and of performance of the Services is of the essence of the Contract.
6.4 A packing/delivery/advice note quoting the number of the Order must accompany each delivery or consignment of the Goods (in duplicate where a receipt is required) and must be displayed prominently.
6.5 If the Goods are to be delivered, or the Services used to be performed, by instalments, the Contract will be treated as a single contract and not severable.
6.6 The Buyer shall be entitled to reject any Goods or Services delivered which are not in accordance with the Contract, and shall not be deemed to have accepted any Goods or Services until the Buyer has had a reasonable time to inspect them following delivery or, if later, within a reasonable time after any latent defect in the Goods or the Services provided has become apparent. Rejected Goods shall be returned at the Seller’s risk and expense.
6.7 The Seller shall supply the Buyer in good time with any instructions or other information required to enable the Buyer to accept delivery of the Goods and performance of the Services.
6.8 The Buyer shall not be obliged to return to the Seller any packaging or packing materials for the Goods, whether or not any Goods are accepted by the Buyer.
6.9 If the Goods are not delivered or the Services are not performed on the due date then, without prejudice to any other remedy, the Buyer shall be entitled to deduct from the Price or (if the Buyer has paid the Price) to claim from the Seller by way of liquidated damage for delay 5 per cent of the Price for every week’s delay, up to a maximum of 25 per cent of the Price for Goods and 100 per cent for Services.
- RISK AND PROPERTY AND INSURANCE
7.1 Risk of damage to or loss of the Goods shall pass to the Buyer upon delivery to the Buyer in accordance with the Contract.
7.2 The property in the Goods shall pass to the Buyer upon delivery, unless payment for the Goods is made prior to delivery, when it shall pass to the Buyer once payment has been made and the Goods have been appropriated to the Contract.
7.3 During the term of the Contract and for a period of 1 year thereafter, the Seller shall maintain in force, with a reputable insurance company, professional indemnity insurance, product liability insurance and public liability insurance to cover the liabilities that may arise under or in connection with the Contract, and shall, on the Buyer’s request, produce both the insurance certificate giving details of cover and the receipt for the current year’s premium in respect of each insurance.
- WARRANTIES AND LIABILITY
8.1 The Seller warrants to the Buyer that the Goods:
8.1.1 will be satisfactory quality (within the meaning of the Sale of Goods Act 1979, as amended) and fit for any purpose held out by the Seller or made known to the Seller (expressly or by implication) in Writing at the time the Order is placed and, in this respect the Buyer relies on the Seller’s skill and judgement;
8.1.2 will be free from defects in design, material and workmanship and remain so for a minimum of 12 months after delivery or installation:
8.1.3 will correspond with any relevant Specification or sample; and
8.1.4 will comply with all statutory requirements and regulations relating to the sale of the Goods
8.2 The Seller warrants to the Buyer that the Services or any Installation of Goods will be performed by appropriately qualified and trained personnel, with due care and diligence and to such high standard of quality as it is reasonable for the Buyer to expect in all the circumstances.
8.3 The Seller warrants that any hardware, software or business equipment will:
8.3.1 comply with the requirements defined by the British Standards Institute “Disc PD 2000-1” (or any similar requirement amended from time to time) or such other replacement thereof that is in effect when the Contract is made;
8.3.2 not to be affected, as to functionality or performance, as a result of any changes to the date format as caused by the advent of a calendar year change or any leap year.
8.4 Without prejudice to any other remedy, if any Goods or Services are not supplied or performed in accordance with the Contract, then the Buyer shall be entitled:
8.4.1 to require the Seller to repair the Goods or to supply replacement Goods or Services in accordance with the Contract within 7 days; or
8.4.2 at the Buyer’s sole option, and whether or not the Buyer has previously required the Seller to repair the Goods or to supply any replacement Goods or Services, to treat the Contract as discharged by the Seller’s breach and require the repayment of any part of the Price which has been paid or cancellation of any outstanding or pending invoice.
8.5 The Seller shall indemnify the Buyer in full against all liability, loss, damages, costs and expenses (including legal expenses) including but not limited to special, indirect or consequential loss and loss of profits awarded against or incurred or paid by the Buyer as a result of or in connection with:
8.5.1 breach of any warranty given by the Seller in relation to the Goods or the Services:
8.5.2 any claim that the Goods infringe, or their importation, use or resale, infringes, the patent, copyright, design right, trade mark or other intellectual property rights of any other person, except to the extent that the claim arises from compliance with any Specification supplied by the Buyer.
8.5.3 any liability under the Consumer Rights Act 2015 (or any applicable consumer law) in respect of the Goods;
8.5.4 any act or omission of the Seller or its employees, agents or sub-contractors in supplying, delivering and installing the Goods; and
8.5.5 any act or omission of any of the Seller’s personnel in connection with the performance of the Services.
8.56 any non-delivery or attendance of speakers, celebrities or other persons contracted to appear at the Buyers events and exhibitions.
8.6 The Buyer shall not be liable or be deemed to be in breach of the Contract by reason of any delay in performing, or any failure to perform, any of its obligations in relation to the Goods or the Services ordered, if the delay or failure is beyond the Buyer’s reasonable control. Without prejudice to the generality of the foregoing, the following shall be regarded as causes beyond the Buyer’s reasonable control:
8.6.1 Act of God, explosion, flood, tempest, fire or accident;
8.6.2 war or threat of war, sabotage, insurrection, civil disturbance or requisition:
8.6.3 acts, restrictions, regulations, bye-laws, prohibitions or measures of any kind on the part of any governmental, parliamentary or local authority:
8.6.4 import or export regulations or embargoes;
8.6.5 power failure or breakdown in machinery.
8.7. These Conditions shall apply to any repaired or replacement Goods supplied by the Seller.
8.8 The Buyer’s rights and remedies under these Conditions are in addition to its rights and remedies implied by statute and common law.
9.1 The Buyer shall be entitled to cancel the Order in respect of all or part only of the Goods and/or the Services by giving notice to the Seller at any time prior to the delivery or performance, in which event the Buyer’s sole liability shall be to pay to the Seller the Price for the Goods or Services in respect of which the Buyer has exercised its right of cancellation, less the Seller’s net saving of cost arising from cancellation.
9.2 The Buyer shall be entitled to terminate the Contract without liability to the Seller by giving notice to the Seller at any time if:
9.2.1 the Seller makes any voluntary arrangement with its creditors (within the meaning of the Insolvency Act 1986) or (being an individual or firm) becomes bankrupt or (being a company) becomes subject to an administration order or goes into liquidation (otherwise than for the purpose of amalgamation or reconstruction); or
9.2.2 an encumbrancer takes possession, or a receiver is appointed, of any of the property or assets of the Seller; or
9.2.3 the Seller ceases, or threatens to cease, to carry on business; or
9.2.4 the Buyer reasonably apprehends that any of the events mentioned above is about to occur in relation to the Seller and notifies the Seller accordingly.
9.3 In performing it obligations under the Contract, the Seller shall comply with all applicable laws, statutes, regulations and codes from time to time in force.
- CORRUPT GIFTS AND PAYMENT OF COMMISSION
10.1 Any employee, contractor or agent of the Buyer are not allowed to receive any gratuity, gift or benefit of any kind as a result or in connection with the placing the order with the Seller. In the event of any such payment etc., being made by the Seller then the Buyer may terminate the Contract, without liability but without prejudice to its other rights and exclude the Seller from its list of approved sellers.
11.1 If any claim is made against the Buyer that the Goods or Services infringe or that their use or resale infringes the patent, copyright, design, trademark or other industrial or intellectual property rights of any other person, then unless the claim arises from the use of any drawing, design or specification supplied by the Buyer, the Seller shall indemnify the Buyer against all losses, damages, costs and expenses awarded against or incurred by the Buyer in connection with the claim, or paid or agreed to be paid by the Buyer in settlement of the claim including but not limited to special, indirect or consequential loss of profits.
- EVENTS, AWARD CEREMONIES AND EXHIBITIONS
12.1 Artists / Performers: In any resultant circumstances that arise should a physical or online Event, Award Ceremony or Exhibition be cancelled by the Buyer due to force majeure, or other circumstances and if the Buyer needs to re-arrange the Event, Award Ceremony or Exhibition to take place on a new date, at a different venue, or to cancel, the Seller will use all reasonable endeavours to try to move any artist, speaker, performer or celebrity to the new event date, time or venue if requested by the Buyer, subject to availability, and at no cost or additional cost to the Buyer. In such circumstances any advance payments made in good faith by the Buyer for a cancelled or deferred Event, Award Ceremony or Exhibition, should be refunded by the Seller to the Buyer within 21 days of notice of cancelation or deferral being given to the Seller by the Buyer.
12.2 Venue hire / Support Services: In any resultant circumstances that arise should a physical or online Event, Award Ceremony or Exhibition be cancelled by the Buyer due to force majeure, or other circumstances and if the Buyer needs to re-arrange the Event, Award Ceremony or Exhibition to take place on a new date, or at a different venue or to cancel, the Seller will use all reasonable endeavours to accommodate the new event date as requested by the Buyer, without penalty charges to the Buyer, subject to availability, and at no cost or additional cost to the Buyer. In such circumstances any advance payments made in good faith by the Buyer should be refunded by the Seller to the Buyer within 21 days of notice of cancelation or deferral being given to the Seller by the Buyer and all further liability cancelled.
12.3 If any Artist, Speaker, Performer breaches any terms of his / her contract to appear at an Event staged by the Buyer then the Booking Agent / Seller will at the Buyers request and expense (a) enforce any rights it has against the Artist and / or (b) use all reasonable endeavours to provide an alternative presenter or (c) if required by the Buyer offer a full refund of any monies paid by the Buyer.
12.4 If any Artist, Speaker, Performer engaged on a direct basis by the Buyer breaches any terms of his / her contract to appear at an Event staged by the Buyer then at the Buyers request and if required by the Buyer the Artist, Speaker or Performer will make a full refund of any monies paid by the Buyer within 21 days of notice of cancellation confirmed by the Buyer.
13.1 The Order is personal to the Seller and the Seller shall not hold this order on trust for any third party nor assign or transfer or purport to assign or transfer to any other person any of its rights or sub-contract any of its obligations under the Contract.
1.3.2 Any notice required or permitted to be given by either party to the other under these Conditions shall be in Writing addressed to that other party at its registered office or principal place of business or such other address as may at the relevant time have been notified pursuant to this provision to the party giving the notice. Without prejudice to the generality of the foregoing any correspondence, excluding invoices, shall be marked for the attention of the Management Accountant and shall prominently display the Buyer’s order number and the date of the order.
13.3 No waiver by the Buyer of any breach of the Contract by the Seller shall be considered as a waiver of any subsequent breach of the same or any other provision.
13.4 If any provision of these Conditions is held by any competent authority to be invalid or unenforceable in whole or in part the validity of the other provisions of these Conditions and the remainder of the provision in question shall not be affected thereby.
13.5 These Terms and Conditions supersede any other agreement previously made by Yandell Publishing or any of its associated company’s or trading divisions, and may not be varied other than by express written agreement issued from the Buyer.
13.6 The Contract shall be governed by the laws of England, and the Seller agrees to submit to the exclusive jurisdiction of the English courts.
Yandell Publishing Ltd., PO Box 5116, Milton Keynes MK15 8ZQ.
© Copyright: These terms and conditions are the copyright of Yandell Publishing Ltd., PO Box 5122, Milton Keynes MK15 8ZP. They may not be reproduced or copied in any form without the written permission of the copyright holder.