1.1 Definitions as follows:
means Everyman Media Limited or any subsidiary, associate or parent thereof, details of which are supplied to the Seller;
is that stated in the order;
means the date of delivery of the goods or completion of the services as stated in the Order;
means those specified in the Order
means the Buyer's purchase Order attached hereto;
means the Buyer and the seller;
means the Price to be paid by the Buyer for the goods/Services as applicable. This can only be varied in writing---see 15(1) below
means the person/body described as such in the Order;
means the Services set out in the Order
1.2 Headings are used in these Terms and Conditions for convenience only and do not affect their interpretation.
2.1 The Price for the Goods and Services is as stated in the Order plus VAT where appropriate and includes all delivery and other costs whatsoever and with the benefits of any applicable discount.
3.1 The Description of the Goods and/or Services to be supplied shall be as set out in the Order;
3.2 The Seller shall comply with all relevant regulations and laws regarding the performance of the Services and the manufacture, storage, packaging and delivery of the goods.
4. Basics of Contract
4.1 The Order is an offer by the Buyer to purchase the Goods and/or Services from the Seller subject to these Terms and Conditions; and the Order with the Terms and Conditions are the Contract.
4.2 These Terms and Conditions apply to the Contract to the exclusion of any others, including, but not limited to, those contained in any documentation provided by the Seller and any which are expressed as being conditional to the acceptance of the Order.
5.1 Notwithstanding the Delivery Date contained within the Order the Buyer may postpone delivery of, or performance of the Goods or Services as applicable. The Buyer will give notice in writing of such postponement to the Seller at any time before delivery of the goods or Services and on receipt of such Notice the Seller shall be responsible for effecting the safe storage of any relevant goods at the Sellers risk and notify the Buyer of the arrangements in that respect. The Buyer shall pay any agreed storage costs in this regard;
5.2 The time of delivery of the Goods and of performance of the Services is of the essence of the Contract;
5.3 If the Buyer agrees in writing the delivery of the Goods or performance of the services in instalments the Contract will still be treated as a single Contract and will not be severable in anyway;
5.4 Regardless of any provisions contained in any documentation supplied or statements made by the Seller, the Buyer shall be reimbursed for all expenses incurred for the return of any packaging or materials relating there to requested by the Seller.
6.1 The Seller can invoice the Buyer only after the date of delivery of the goods or completion of the Services, as appropriate. Any invoice must contain the Buyers correct reference details including the correct Order number;
6.2 Payment will take place no more than 30 days from the date of the invoice.
7. Title and Risk
Title and Risk in the Goods shall pass from the Seller to the Buyer on delivery or when any payment is made in respect of the Order which ever shall first occur.
8.1 If, as part of this Contract Goods are to be installed and/or commissioned, the Seller undertakes to do this correctly and indemnifies the Buyer from any liability arising thereafter.
9.1 Goods and Services supplied to the Buyer by the Seller under this Agreement shall:
a) conform to the Description contained in the Order;
b) be of a satisfactory quality within the meaning of the Sale of Goods Act 1979 as amended and fit for any purpose held out by the Seller of made known to the Seller by the Buyer;
c) Be insured by the Seller for the full value of the Goods and/or Services as appropriate until such time as the title in the goods passes to the Buyer or the services are completed to the satisfaction of the Buyer
9.2 The Seller warrants to the Buyer that the Services will be performed to the highest standard of quality and will comply with all regulatory provision including the Bribery Act2002.
9.4 If the Goods are not delivered on the Delivery Date or do not comply with the undertaking set out in clause 9.1 above then, without limiting any of its other rights and remedies, and whether or not it has accepted the Goods, the Buyer may exercise anyone or more remedies available at its discretion.
9.5 The Seller indemnifies the Buyer against all liabilities, costs, expenses, damages and losses (including but not limited to) any direct, indirect or consequential losses, loss of profits, loss of reputation and all interest, penalties and legal costs (calculated on a full indemnity basis) and all other professional costs and expenses suffered or incurred by the Buyer as a result of, or in connection with any third party intellectual property rights, personal injury ,damages to property, negligence or other breaches of the contract.
9.6 Clause 9.1and 9.5 shall survive termination of the Contract.
In addition to any statutory obligations the Sellers guarantee any of the Goods which, within one year of being supplied or repaired, or replaced are found to be defective or not in compliance with the specification.
During the provision of the supply of the goods or Services the Seller shall ensure that its employees, agents and contractors comply with the Buyers reasonable security, safety and work policies and procedures of any reasonable instructions given by the Buyer.
12. Force Majeure
Neither party shall be in breach of the Contract ,nor liable for delay in performing, or failure to perform, any of its obligations under it if such delay or failure results from an event, circumstance or cause beyond its reasonable control. If the period or delay or non performance continues for two weeks, the party not effected may terminate this Contract by giving seven days written notice to the affected party.
13.1 The Seller shall keep in strict confidence all technical or commercial know-how, specifications, inventions, processes or initiatives which are of a confidential nature being disclosed to the Seller by the Buyer.
13.2 Clause13 shall survive termination of the Contract.
14.1 The Buyer may terminate the Contract in whole or in part at anytime before delivery with immediate effect by giving the Seller written notice, whereupon the Seller shall discontinue all work on the Contract. The Buyer shall pay the Seller fair and reasonable compensation for any work in progress on the Services or indeed any goods actually supplied at the time of termination, but such compensation shall not include loss of anticipated profits or any consequential loss.
14.2 The Buyer may also terminate the Contract with immediate effect by written notice if the Seller enters into a composition with its creditors or enters administration, insolvency or liquidation.
15.1 Any variation of the Contract and/or any assignment or subcontract of any right therein must be in writing executed by an authorised representative of each party, and in the case of subcontracting, the Seller shall remain liable for all actions of the subcontractor.
15.2 If any provision or part provision of the Terms and Conditions and the Contract is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible the relevant provision or part provision shall be deemed deleted. Any modification to, or deletion of, a provision of this clause shall not effect the validity and enforceability of the rest of the Contract.
15.3 Any notice given to a party accordance with these Terms and Conditions shall be in writing, and addressed to that party at such address as that party now specified to the other party in writing in accordance with this clause. It shall be delivered personally or sent by pre paid first class post or other next working day deliver service or commercial courier.
15.4 The Contract shall be governed by and construed in accordance with the law of England and Wales.