Meesha Graphics Leicester Limited Terms & Conditions
1 Interpretation
1.1
In these Conditions the following terms shall have the following meanings: Buyer
Meesha Graphics Leicester Limited (company number) and/or the relevant group, subsidiary or associated companies (as the same are defined in accordance with the Companies Act 1985, section 736 and Section 736A as substituted by the Companies Act 1989, section 144) of the same;
Conditions
The terms and conditions of purchase set out in this document and (unless the context otherwise requires) includes any special terms and conditions agreed in Writing and any agreed service level agreement between the Buyer and the Seller;
Confidential Information
All information supplied by the Buyer to the Seller in respect of the subject matter of the Contract and including, without limitation, any information about the Buyer and its business processes and customers and their information and business processes;
Contract
The contract for the purchase of the Goods and/or the provision of the Services;
Goods
Intellectual Rights
The goods (including any instalment of the goods or any part of them) described in the Order (for the purposes of these Conditions, the term 'Goods' shall include, without limitation, software); Property
Materials
all copyright, design rights, patents and/or unregistered rights of a similar nature in respect of the Goods and/or Services and/or the Materials; Any and all works of authorship and materials (including copies) developed, written or prepared by the Seller, its employees, agents or sub-‐contractors in relation to the Goods and/or Services;
Order
The Buyer's purchase order;
Seller
the person (whether incorporated or otherwise) so described in the Order;
Services Specification
the services (if any) described in the Order;
Includes any plans, drawings, artwork, data or other information relating to the Goods or Services;
Working Days
Monday to Friday excluding Bank Holidays and other public holidays in England and Wales;
Writing
includes letter, facsimile transmission, email and other comparable means of communication.
1.2
Headings in these Conditions are for convenience and shall not affect its interpretation.
1.3
Any reference in these Conditions to any provision of a statute shall be construed as a reference to that provision as amended, re-‐enacted or extended at the relevant time.
Basis of purchase The Order constitutes acceptance by the Buyer of an offer by the Seller, which is a Contract to purchase the Goods and/or the Services subject to these Conditions. These Conditions shall apply to the Contract to the exclusion of any other terms and conditions. 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. The execution of this Order shall be sufficient to infer acceptance of these Conditions. Only Orders placed on the Buyer’s official Order Forms will be binding. If there is any inconsistency or conflict between any special terms set out in the Order and the main body of these Conditions, the special terms set out in the Order shall prevail.
2
Specifications
2.1
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. The Seller shall ensure that any Specifications supplied by it shall:
2.1.1
Be clear and unambiguous;
2.1.2
only make allowances for wastage if the Buyer has agreed to such allowances in Writing.
2.2
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. If the Seller damages any of the Specification, it shall be responsible for any losses suffered by the Buyer in respect of the costs of reconstituting and/or replacing the same.
2.3
The Seller shall comply with all applicable laws concerning the manufacture, packaging, packing and delivery of the Goods and the performance of the Services.
Meesha Graphics Leicester Limited Terms & Conditions
2.4
The Seller shall ensure that it notifies the Buyer of any issues regarding the Specification within one Working Day of the supply of the Specification and/or materials.
3
Price of the goods and services
3.1
The price of the Goods and the Services shall be in pounds sterling (£) unless otherwise agreed in writing and as stated in the Order and if not so stated, shall be in accordance with the agreed price matrix or relevant documentation. The price shall be exclusive of any applicable value added tax (which shall be clearly shown as a separate item on a VAT invoice) and inclusive of all charges for packaging, packing, shipping, carriage, royalties, insurance, delivery and unloading of the Goods at the delivery address and any duties, taxes or similar compulsory payments or levies other than value added tax.
3.2
No increase in the price may be made without the written consent of the Buyer.
3.3
Subject to condition 4.4, the Buyer may reject any supply of Goods where the quantity supplied by the Seller is above or below the quantity stated in the Order (or, if relevant, any 'over’s' and 'unders' tolerances specified in the Order) for whatever reason (including, without limitation, excess waste and spoilage)("Unders"). In any event (and to the extent that the Buyer does not reject the Goods in accordance with these Conditions) and subject to condition 4.4, the Buyer shall not be obliged to pay for such quantities of the goods over the quantity specified in the Order and the Seller shall reduce its invoice accordingly (on the basis if the numbers of Goods actually delivered) in respect of Goods delivered which are under the quantity specified in the Order.
3.4
Notwithstanding the provisions of condition 4.3, the Buyer may, at its sole option:
3.4.1
Require the Seller to supply, free of charge, the amount of Goods (and/or services) which it failed to supply (Unders);
3.4.2
where the Seller makes a supply of Goods which constitute Unders and the Buyer has nevertheless supplied the correct numbers of part processed goods ("Buyer Goods") from which the Goods (and/or Services) are to be made or supplied, require that the Seller shall: 3.4.2.1
Indemnify the Buyer in respect of all costs related to the Unders including, without limitation, reprocessing costs of Buyer Goods, extra transport and any and all customer claims for late delivery or other consequential losses
3.4.2.2
Re-‐supply the correct number of Goods (and re-‐supply the relevant Services) following receipt of replacement Buyer Goods by the Buyer free of charge;
4
Terms of payment
4.1
Invoices shall be rendered following the delivery of the Goods or performance of the Services. The Buyer’s Order number must be shown clearly on all invoices, together with the name of the contract for which the Goods have been supplied if appropriate and the contact name and job title of the individual placing the Order on behalf of the Buyer. Only one invoice shall be submitted in respect of each Order.
4.2
The Buyer shall 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 and accurate invoice or, if later, after acceptance of the Goods or Services in question by the Buyer and until the Seller has produced any appropriate Inland Revenue registration card or certificate.
4.3
The Buyer may set off against the price any sums owed to the Buyer by the Seller and may deduct from the price any sums required to be deducted by law.
5
Delivery
5.1
The Seller shall follow the Buyer’s time frame for the delivery of the Goods and for commencement and completion of the Services. If the Seller is unable to do so, it must notify the Buyer immediately in writing, although notification shall not prejudice the Buyer’s rights and remedies in respect of such inability.
5.2
The Goods shall be delivered to and the Services shall be performed at the address and on the date or within the period stated in the Order. A detailed delivery note must accompany all Goods.
5.3
Any packing instructions from the Buyer shall be specified in the Order (including, without limitation, if the Buyer requires the Seller to pack the Goods in packaging to be supplied by the Buyer), but in any event, all packaging supplied by the Seller shall be suitable such that all Goods are delivered without damage.
5.4
The time of delivery of the Goods and of performance of the Services is of the essence of the Contract.
5.5
If the Order specifies that delivery is to be made to an address other than the Buyer's address, the following shall apply:
5.5.1
If the Seller is delivering in bulk direct to a customer of the Buyer, all deliveries shall be made in vehicles which do not display any livery of the Seller or, subject to condition 6.5.2, any third party unless otherwise agreed in writing;
5.5.2
if the Seller is delivering to a customer of the Buyer via a sub-‐contractor carrier or courier, all documentation supplied to the customer to whom the Goods are being delivered shall make no reference to the Seller unless otherwise agreed in Writing by the Buyer;
5.5.3
If the Buyer requires it, the Seller shall use the delivery documentation provided by the Buyer and proof of delivery shall be supplied on request within the agreed timescale;
5.5.4
the Seller shall comply with the booking-‐in procedures and all other reasonable requirements of the customer of the Buyer to whom the Seller is delivering the Goods.
Meesha Graphics Leicester Limited Terms & Conditions
5.6
The Buyer may reject any Goods delivered or Services supplied, 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 completion or, if later, within a reasonable time after any latent defect in the Goods or Services has become apparent.
5.7
The Seller shall be responsible for collecting any unwanted pallets and/or packaging and disposing of them in accordance with all relevant laws.
5.8
The Seller shall supply all further documentation (including, without limitation, file copies) required in the Order. Delivery shall not be complete until all such documentation and file copies have been correctly supplied by the Seller. These may be required in advance of the main delivery.
6
Risk and property
6.1
Risk of damage to or loss of the Goods shall not pass to the Buyer until delivery is made to the Buyer in accordance with the Contract.
6.2
The property in the Goods and/or Services 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.
6.3
Where the Seller holds stocks of Goods which have been paid for by the Buyer:
6.3.1
the Seller shall be responsible for the risk of damage to or loss of the Goods whilst held by it notwithstanding that title in those Goods belongs to the Buyer;
6.3.2
The Seller shall hold the Goods as the Buyer’s fiduciary agent and bailee, and shall keep the Goods separate from those of the Seller and third parties and properly stored, protected and insured and identified as the Buyer’s property;
6.3.3
the Buyer may at any time require the Seller to deliver up the Goods to the Buyer and, if the Seller fails to do so forthwith, enter on any premises of the Seller or any third party where the Goods are stored and repossess the Goods.
6.3.4
the Seller shall not be entitled to pledge or in any way charge by way of security for any indebtedness any of the Goods which remain the property of the Buyer; and
6.3.5
the Seller shall not be entitled to store the Goods off the site notified to the Buyer without the Buyer's prior written approval.
6.4
The Buyer shall be entitled to such Intellectual Property Rights as may exist in the Goods, Services and/or Materials. The Seller assigns to the Buyer all such Intellectual Property with the intention that it shall vest in the Buyer upon the delivery of the Goods, the supply of the Services or, if earlier, the creation of each of the Materials.
6.5
The Seller shall do all such things and execute all such documents as may reasonably be required by the Buyer to ensure the vesting in the Buyer of the Intellectual Property rights referred to at condition 7.5 above.
6.6
Upon request by the Buyer the Seller shall promptly deliver to the Buyer all copies of the Materials then in the Seller’s custody, control or possession.
7
warranties and liability
7.1
Without prejudice to any conditions implied by law, the Seller warrants to the Buyer that the Goods:
7.1.1
will be of satisfactory quality and fit for any purpose held out by the Seller or made known to the Seller at the time the Order is placed;
7.1.2
will be free from defects in design, material and workmanship [unless otherwise agreed in writing];
7.1.3
will correspond with any relevant Specification, prototypes, proofs or samples (whether supplied by the Buyer or the Seller); and
7.1.4
will comply with all statutory requirements and regulations relating to the sale of the Goods (including, without limitation, all environmental laws relating to the manufacture and supply of the Goods and peripherals such as packaging).
7.2
The Seller warrants to the Buyer that the Services will be performed by appropriately qualified and trained personnel, with due care and diligence, in accordance with all relevant laws and to such high standard of quality as it is reasonable for the Buyer to expect in all the circumstances.
7.3
Without prejudice to any other remedy (including, without limitation, the remedies available at condition 4), if any Goods or Services are not supplied or performed in accordance with the Contract, then the Buyer may:
7.3.1
require the Seller to repair the Goods or to supply replacement Goods or re-‐perform the Services in accordance with the Contract within 7 days; or
7.3.2
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 re-‐perform the 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.
7.4
The Seller shall indemnify the Buyer in full against all liability, loss (including loss of profit), damages, costs and expenses (including legal expenses) awarded against or incurred or paid by the Buyer as a result of or in connection with:
7.4.1
breach of any term of the Contract or any warranty given by the Seller in relation to the Goods or the Services;
Meesha Graphics Leicester Limited Terms & Conditions
7.4.2
any claims, demands, proceedings or actions 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;
7.4.3
any act or omission of the Seller or its employees, agents or sub-‐contractors in supplying, delivering and installing the Goods or carrying out the Services, including death and injury to person and damage to property caused directly or indirectly by negligence or breach of statutory duty of the Seller or subcontractor; and
7.4.4
any act or omission of any of the Seller’s personnel in connection with the performance of the Services.
7.5
The Seller shall effect and maintain the following insurances:
7.5.1
employers liability Insurance, covering liability at law for damages claims costs and expenses in respect of death injury or disease to a minimum cover of £5,000,000 in respect of each claim;
7.5.2
public liability Insurance with an indemnity of at least £5,000,000 in respect of any one claim or number of claims arising out of one cause, the total of claims to be unlimited in any one period of insurance; and
7.5.3
product liability insurance with an indemnity of at least £5,000,000 in respect of any one claim or number of claims arising out of one cause, the total of claims to be unlimited in any one period of insurance;
7.5.4
such other insurances, including, without limitation, professional indemnity insurance, which ensure that all of the Seller's liabilities (whether to the Buyer or otherwise)under these Conditions are properly insured;
7.5.5
the policies shall be endorsed to indemnify the Buyer as principal, and the Seller shall forward the policies for these insurances for examination to the Insurance Department of the Buyer within one week of the Buyer’s request.
7.6
Where the Seller processes personal data (as 'personal data' is defined in the Data Protection Act 1998) on behalf of the Buyer, it shall comply with all of its obligations under the Data Protection Act 1998 (the "DPA") as the Buyer's data processor (as 'data processor' is defined in the DPA) including, without limitation, in respect of the seventh data protection principle contained in Schedule 1 of the DPA.
7.7
Where the Seller supplies personal data to the Buyer, the Seller warrants that it has, in relation to that personal data, complied with all of its obligations under the DPA as a data controller (as 'data controller' is defined in the DPA) including, without limitation, in respect of the data protection principles contained in Schedule 1 of the DPA.
7.8
The Buyer shall not be liable to the Seller for any loss of profits or for any indirect or consequential losses (including, without limitation, loss of business, loss of data and loss of goodwill) resulting from any cancellation of any Order or any breach by the Buyer of any term of this Agreement or from any act or omission.
7.9
The total liability in respect of any contractual breach or representation, statement or tortuous act or omission arising under or in connection with the Contract (a "Default") shall not exceed the total sums paid or payable by the Buyer to the Seller in respect of the quantities of Goods and/or Services the subject of the Order to which the Default relates.
8
termination
8.1
The Buyer may 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 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 (to the extent performed) in respect of which the Buyer has exercised its right of cancellation, less the Seller’s net saving of cost arising from cancellation.
8.2
Notwithstanding and additional to the provisions of condition 9.1, the Buyer may terminate the Contract without liability to the Seller by giving notice to the Seller at any time if:
8.2.1
the Seller makes any voluntary arrangement with its creditors (within the meaning of the Insolvency Act 1986) or becomes bankrupt or becomes subject to an administration order or goes into liquidation (otherwise than for the purpose of amalgamation or reconstruction); or
8.2.2
an encumbrancer takes possession, or a receiver is appointed, of any of the property or assets of the Seller; or
8.2.3
the Seller ceases, or threatens to cease, to carry on business;
8.2.4
the Seller suffers any similar or analogous action in any jurisdiction; or
8.2.5
the Buyer reasonably apprehends that any of the foregoing events is about to occur in relation to the Seller and notifies the Seller accordingly.
8.3
Following termination, the Seller shall co-‐operate with the Buyer to affect any alternative requirements of the Buyer in respect of the supply of the Goods and/or Services by a third party supplier, including, without limitation, the transfer, in good condition, of any Materials, Specification or other documentation to the Buyer or, at the Buyer's request, the third party supplier.
9
confidentiality
Meesha Graphics Leicester Limited Terms & Conditions
9.1
The Seller shall maintain secret and confidential the Confidential Information and all other information obtained from the Buyer either pursuant to these Conditions or prior to and in contemplation of it, shall use the same exclusively for the purposes of these Conditions, and shall disclose the same only to those of its directors and employees to whom and to the extent that such disclosure is reasonably necessary for the purpose of these Conditions.
9.2
The obligations of condition 10.1 shall not apply to Confidential Information or other information which:
9.2.1
the Seller can prove by documentary evidence produced to the Buyer within 14 days of disclosure was already in the possession of the Seller and at its free disposal before such disclosure; or
9.2.2
is subsequently disclosed to the Seller without any obligation of confidence by a third party who has not derived it directly or indirectly from the Buyer; or
9.2.3
enters the public domain through no act or default of the Seller or its agents or employees.
9.3
The Seller shall procure that all its directors and employees who have access to any Information of the Buyer to which the obligations of condition 10.1 apply (“Information”) shall be made aware of and subject to those obligations.
9.4
The Seller shall give all such assistance as may reasonably be required by the Buyer in enforcing obligations of confidentiality in respect of Information against such of its directors and employees who have been allowed access to the same under these Conditions including, without limitation, by taking court proceedings.
9.5
The Seller shall not disclose and/or publicise the Contract, these conditions or that it is working with the Buyer (including, without limitation, displaying Goods and/or Materials produced on the Buyer's behalf, entering the same into awards or the mentioning the Buyer, the Goods and/or Services supplied to the Buyer in any marketing materials or websites) without the Buyer's written consent.
10
environmental, social accountability and ethical trading
10.1
Without prejudice to any other of the conditions in these Conditions: -‐
10.1.1
in the supply of the Goods and/or Services, the Seller shall conform to all relevant environmental laws, standards, guidelines and codes of practice and shall take all practical steps in carrying out the work to minimise any risk to the environment;
10.1.2
the Seller shall comply with all applicable national and local legal requirements, customs, and published industry standards pertaining to employment and manufacturing. Failure to do so may result in the immediate termination of approved supplier status;
10.1.3
the Seller undertakes that it and its employees, agents and subcontractors will at all times comply with all health & safety requirements relating to the supply of the Goods and/or Services to the Buyer;
10.1.4
to the extent that the Seller is required to be on any site other than its own in respect of the supply of the Goods and/or Services, the Seller shall comply with all instructions and practices notified to it (including, without limitation, health and safety policies);
10.1.5
the Seller shall ensure that it complies with all relevant legislation in respect of its employees, sub-‐contractors, agents and temporary staff (including, without limitation, in respect of minimum wage, paying taxes, terms & conditions of employment, minimum age, non-‐discrimination and working hours);
10.1.6
the Seller shall ensure that it has in place suitable disaster recovery plans / contingency plans such that the supply of the Goods and/or Services is not disrupted, these to be available on request.
11
general
11.1
The Seller shall keep detailed records of all Goods and/or Services supplied to the Buyer including, without limitation, details of records of receipt, stock and deliveries and shall make all such records available for inspection by the Buyer for a period of three (3) years from the date of the relevant supply of Goods and/or Services
11.2
The Buyer may, upon giving not less than 2 Working Days written notice, audit the Seller at its premises in respect of all records, accounts and Goods and Services to be supplied or held on behalf of the Buyer including, without limitation, inspection of the production process).
11.3
The Buyer may perform any of its obligations or exercise any of its rights hereunder by itself or through any other member of its group.
11.4
The Contract is personal to the Seller and the Seller shall not 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 unless otherwise agreed in Writing with the Buyer. The Seller shall remain liable for all acts and/or omissions of any sub-‐contractor.
11.5
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. All notices must be given in the English language or, if given in a language other than English, an English translation must be provided. If there is any conflict between the translation of the notice and the original notice, the translation of the notice shall prevail.
11.6
The Seller shall follow the contact protocol and other reporting requirements as set out in the Order and shall not contact the customer of the Buyer in respect of any Order of the Goods and/or Services unless the Buyer has expressly agreed to such contact in Writing.
Meesha Graphics Leicester Limited Terms & Conditions
11.7
The Seller shall not solicit (including, without limitation, the employment in any capacity, whether as fulltime employee, freelancer or consultant) any of the Buyer's staff during the course of its on-‐going relationship with the Buyer and, in any event, for a period of twelve (12) months from the date of completion of the last Order for the Buyer.
11.8
The Seller shall comply with any agreed escalation procedures. If there are no such procedures, the parties shall escalate issues to senior managers and then directors.
11.9
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.
11.10
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.
11.11
A person who is not a party to the Contract has no rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of the Contract.
11.12
The Contract shall be governed by the laws of England, and the Seller agrees to submit to the non-‐exclusive jurisdiction of the English courts.
Continued From 12.2 __________________________________________________ Signed Please Print The Following Terms & Conditions Contract, Sign & Fax Or Email To FAX +44(0) 116 2426301 info@meeshagraphics.com *Please note when you send an email or fax, please gain confirmation of your correspondence, Meesha Graphics Leicester Limited will not take any responsibility for loss of this contract via Email, Post, Fax or any other form of electronic message.
Signed for and on behalf of:
Signature: Name: Position Held: Thank You.
Date: