LEADERPROMOS UK LTD
TERMS AND CONDITIONS FOR THE PURCHASE OF GOODS AND SERVICES
1. Definitions
I. “Purchaser” shall mean “Leaderpromos UK Ltd.”
II. “Supplier” shall mean the person to whom the Purchase Order is addressed.
III. “Purchase Order” shall mean the Contract between Purchaser and Supplier consisting of the Purchase Order, these conditions and any other documents (or parts thereof) referred to in the Purchase Order or annexed thereto. Any other conditions to which the Supplier’s Quotation or acceptance of Order is subject are expressly excluded. The Purchaser shall not be liable for any orders or amendments thereto other than those issued or confirmed on the Purchaser’s official printed order or amendment forms, Edi transmission or fax duly issued on its behalf.
IV. “Price” means the consideration mentioned in the Purchase Order payable to the Supplier.
V. “Goods” shall mean all items, works, or services ordered from the Supplier by the Purchaser from time to time.
VI. “Specification” shall mean the specification agreed between the Purchaser and the Supplier in respect of any Purchase Order describing the nature of the services to be provided and/or the appearance and functions of the goods to be supplied and any performance criteria, which such goods or services are, required to fulfil.
VII.”Client” shall mean Clients or associate Companies of the Purchaser in relation to whose promotion or promotions the Product is purchased.
VIII.“Delivery” shall mean CIP (carriage and insurance paid) to the address as directed by the Purchaser.
2. Scope of Agreement and Ruling Conditions
I. The Price includes all services, materials and everything necessary for the satisfactory execution of the Order except insofar of any expressly varied or excluded by the Company in writing and signed by a duly authorised officer of the Company. The Price covers all payments of any kind to be made to any other person or authority. The Purchaser will not pay any additional sums because the Supplier has failed to take into account factors affecting the Price or the time for completion of the Order.
II. By accepting the offer of an Order, the Supplier is deemed to have accepted the Conditions. In particular, any terms and conditions submitted by the Supplier, whether before or after the Supplier has had notice of these conditions, are to be of no affect whatsoever.
3. Suppliers Warranties
I. In all Contracts between the Purchaser and the Supplier for the supply of the Goods each of the implied conditions and warranties in the Sale of Goods Act 1979 (“The 1979 Act”) as to Title, Description, Merchantable Quality and Fitness for Purpose shall be applicable.
II. In all Contracts between the Purchaser and the Supplier for the supply of Services (including artwork or copy for use in our Client’s campaign) each of the implied conditions and warranties in the Sale of Goods and Services Act 1982 as to care and skill, performance and consideration shall be applicable.
III. The Supplier warrants that the goods will conform in all respects to any samples supplied to the Purchaser (if any), that it will be of satisfactory quality, fit for the purpose of which it is supplied, safe in use, properly and adequately packaged without risk of damage in transit. In addition to these conditions, all other statutory conditions and warranties will apply. In this respect, where Supplier provides a sample of the Goods, which has been approved by the Purchaser, the Contract shall be a Contract for Sale by Sample within Section 15 of the 1979 Act.
4. Prices
The Prices shall remain firm for the period of the Order unless stated in the Purchase Order to be subject to escalation. Such escalation shall be calculated in accordance with the formula set out in the Purchase Order.
Prices quoted shall include packaging, delivery within the United Kingdom, insurance, licence or other permit and all customs and other duties or taxes but exclude Value Added Tax which, where appropriate, shall be charged at the rate ruling at the date of supply after taking into account discounts.
5. Terms of Payment and Accountancy
Unless otherwise agreed in writing, payment shall be made within 90 days of the end of the month following the invoice date or completion of services. The Purchaser shall however be entitled to take advantage of any better terms offered by the Supplier in connection with the purchase of the Goods or services whether relating to time for payment of discounts or otherwise. All invoices should be correctly prepared and must clearly state the Purchase Order number, date of despatch of the Goods (if applicable) and the route by which the Goods were forwarded. Only one Purchase Order should be charged on each invoice. Invoices, which relate to part orders, should state “Part Order”. Payment made in accordance with these Terms and Conditions shall be in pounds sterling and no adjustment to the Price shall be made for differences in exchange rates, if any, after the placing of the Order. Invoices should be sent for the attention of the Finance Department at the Purchaser’s address.
6. Delivery
i. All Goods must be delivered, carriage paid and at the risk of the Supplier to the delivery addresses shown in the Order not later than the date specified in the Order or where delivery is to be by instalments, not later than the agreed dates. Delivery charges, which are not specified and agreed in advance of invoice, shall be at Supplier’s expense.
ii. The Order is placed on the condition that the specified delivery dates are maintained and time for delivery of the Goods will be of the essence.
iii. If the Supplier fails to deliver the Goods, in part or in whole, compromised of the order on the due date/s the Purchaser shall be entitled to cancel the Order, in part or in whole, and at their option with-hold payment in respect of all Goods still remaining to be delivered hereunder. Without prejudice to the Purchaser’s right to cancel, Goods not despatched in time to reach the address by normal means of transport by the dates specified in the order shall be delivered at the Supplier’s expense by express service. The Supplier will be liable for any loss suffered by the Purchaser
iv. In re-ordering goods, which the Supplier has failed to supply in accordance with this Order or any loss, suffered in consequence of any delay in obtaining replacement Goods. In the event of loss or damage in transit the Supplier shall make good, free of charge to the Purchaser, any loss of, or damage to the Goods.
Packages are to be clearly marked with the name and address of the Purchaser and the Supplier shall send with each consignment of Goods an advice or packing note each quoting the Order Number. If the Product is a sample or pre-production sample it must say so
IMPORTANT: Please note that for Goods forwarded directly to a Client on behalf of the Purchaser on request, must only include Delivery Note supplied by Leaderpromos UK Ltd. All Goods shall be properly and carefully packed in accordance with the requirements of the Order (where stipulated) and in any event in a manner to provide proper protection against damage in transit.
v. The Purchaser will require a signed Proof of Delivery for all goods despatched, if the purchaser does not receive this the Purchaser will assume goods have not been delivered and payment of goods could be delayed.
The Supplier will undertake to notify the Purchaser in writing without delay of any change in circumstances, which may delay delivery.
7. Title & Risk
The property and risk in any Goods supplied under this Order shall remain with the Supplier until receipt of the Goods at the delivery address shown in the Order. In the event that, in special circumstances, the Supplier is required to store certain Goods at their premises on behalf of the Purchaser, the title but not the risk shall pass to the Purchaser as soon as such items are adequately marked, stored in a separate
area away from the Goods of other customers and those which are the Supplier’s property and properly recorded preferably by way of a “Certificate of Ownership” as being the property of the Purchaser. Any passing of title shall not prejudice either the Purchaser’s rights to reject the Goods for non-conformity with the Specification or any other rights that the Purchaser may have hereunder.
8. Inspection
All Goods shall in all respects be in accordance with this Order and be subject to the approval and satisfaction of the Purchaser. Upon reasonable notice, the Supplier shall provide all reasonable assistance and permit the Purchaser or representative of the Purchaser to inspect any related documents and check the description and/or quality and country of origin of the goods at the premises of the Supplier before despatch, during transit or at the point of delivery.
Any inspection shall not relieve the Supplier from responsibility and liability in respect of any terms and conditions or guarantees, which may have been arranged.
In some circumstances the Purchaser may request from the production run three (3) “first-off” samples to be sent to them for approval prior to the despatch of the bulk quantity (Clause 3 also refers).
9. Rejection
Notwithstanding Clause 3 above, in the event that the Goods or any part of the Goods proves to be defective or otherwise fails to comply with the Warranty set out above, then the Purchaser will be entitled at any time to reject those Goods which are not in its opinion satisfactory. Such rejected Goods shall be at the Supplier’s risk and shall forthwith be removed by him at his own expense and will not be paid for by the Purchaser. All such rejected goods must be replaced and the Goods shall not be deemed to have been delivered until such replacement has been effected. If the Supplier is unable to replace such rejected Goods within a reasonable time after being notified of their rejection the Purchaser shall be entitled to cancel the Order and obtain equivalent Goods elsewhere. Any extra expense paid by the Purchaser in undertaking this exercise shall be paid for by the Supplier. The Purchaser may, however, accept any such Goods and may make in respect thereof a reasonable deduction from the Price. Rejected Goods not removed within a reasonable time shall, at the discretion of the Purchaser, be disposed of and the Supplier charged with reasonable expenses thus incurred.
10. Cancellation for Default, Insolvency or Convenience
If the Purchaser shall be of the opinion that the Order for one, several or otherwise of the following reasons: – (I) is not being carried out in a proper and business-like manner (ii) with sufficient expedition (iii) in accordance with these Terms and Conditions (iv) in the event that the Supplier becomes bankrupt or insolvent (v) has a receiving order made against him, (vi) compounds with his creditors, (vii) being a corporation commences to be wound up (other than for the purpose of amalgamation or reconstruction without insolvency) (vii) carries on business under a receiver for the benefit or creditors, the Purchaser may determine the Order at the expiration of 10 days from the date of written notice to the Supplier to that effect. In respect of cancellation of the Order for the Purchaser’s convenience, the Purchaser shall pay to the Supplier fair and reasonable compensation in accordance with the agreed scale of charges, if applicable, Identified in the Purchase Order, for any Goods completed or commitments entered into by the Supplier prior to such cancellation. The Purchaser will not be responsible for any payments by the Supplier to the parties to whom the Supplier has commitments unless such payments were made with the prior written approval of the Purchaser. The Supplier will deliver to the Purchaser any finished Goods, partly completed Goods or material in respect of which payment is claimed.
11. Liability and Indemnities
The Supplier confirms that all employees are fully covered by employer’s liability insurance and hereby indemnifies and hold the Purchaser and Purchaser’s Clients harmless from and against any losses, damages, costs, claims, professional and other expenses, charges or proceedings arising out of or in connection with: –
I. Any and all damage, loss or destruction of any property (including but without limitation, Goods covered hereby) and property of the Supplier and its sub-contractors;
II. Injury to or death of any third party arising directly or indirectly out of or in connection with the performance of the Purchase Order;
III. Any injury or death sustained by any employees, agents or invitees of the Supplier or its sub-contractors, howsoever arising whether or not due to the negligence (either in whole or in part) of Leaderpromos UK Ltd.
IV. Leaderpromos’ purchase, use or resale of the Goods supplied against the Purchase Order concerning the infringement or alleged infringement of any patent, registered design, trademark, service mark, copyright or similar protection.
The Supplier acknowledges and agrees that the Purchaser is not the first importer into the European Union of any goods supplied under the Purchase Order.
12. Force Majeure
The contracting parties shall not be held responsible for damages caused by delay or failure in performance of any respective obligations under this Order when such delay or failure is due to force majeure. Force majeure is to be understood as unforeseeable circumstances that have arisen prior to the conclusion of the Order which are beyond the control of the contracting parties. Such circumstances may for instance be fire, flood, explosion, lightening, windstorm, earthquake, subsidence of soil, discontinuance of the supply of power, court order or governmental interference, civil commotion, riot or war. The party claiming force majeure shall, when giving the particulars of the said force majeure, also notify the other party of the period of time, which said party will require for the remedying of the force majeure circumstances. If it is foreseeable that the circumstances of force majeure and/or the effects thereof exceed a reasonable period of time, the parties shall endeavour to find a solution acceptable to all parties. The existence of force majeure shall not affect the right of recession reserved to the Purchaser under clause 10.
13. Confidentiality
The Supplier hereby warrants and undertakes that it shall keep all information disclosed to it by the Purchaser howsoever obtained, strictly confidential and shall not disclose the same to any third party or use otherwise than for the purpose of this Order and shall ensure that its employees comply with this Condition.
14. Intellectual Property
Any Specifications, plans, drawings, process information, patterns, designs, formulae or other processes whatsoever supplied by the Purchaser to the Supplier, created, calculated drawn up or designed by the Supplier to fulfil the requirements or comply with the instructions of the Purchaser in connection with the Purchase Order shall be returned to the Purchaser on demand and all intellectual property rights appertaining thereto or to the Goods shall at all times remain the property of the Purchaser.
15. Patents, Designs & Copyright
In the case of the Goods comprising works or services (including artwork or copy for use in the execution of the Purchase Order) the Supplier will assign to the Purchaser absolutely as beneficial owner all present and future copyright and all other rights of a like nature conferred under the laws of the United Kingdom (and all other countries of the world) in the Goods for the full term during which such rights and any renewals or extensions subsist. In the cases of copyright only the Supplier warrants that:
I. The Goods are of original work, that they have not been copied wholly or substantially from any other work or material and that the exercise by the Purchaser of the rights assigned to the Purchaser will not infringe the rights of any third party.
II. The Supplier has not granted or assigned any rights of any nature in the Goods to any third party whatsoever in any part of the world.
III. The Goods contain nothing that is libellous, defamatory or indecent or which infringes the statutory or common-law rights of any third party.
IV. The Supplier has or will obtain all necessary intellectual property rights and waivers of moral rights in the Goods from any employee, agent, sub-contractor or other third party to comply with the obligations detailed under clause 14 above.
16. Applicable Law & Precedence
These conditions shall be governed and construed in accordance with the Laws of England and the High Court of Justice in England shall be the sole Court of jurisdiction. These aforementioned conditions shall apply to all Purchases made by the Purchaser and in the case of conflict with Supplier’s conditions of sale, these conditions shall take precedence.