1.1 In these Purchase Conditions, the following definitions apply:
Contract: means these Purchase Conditions and the Purchase Order.
Contract Price: means the price as specified in the Purchase Order.
Deliverables: all documents, products and materials developed by the Vendor or its agents, contractors and employees as part of or in relation to the Services in any form or media, including without limitation drawings, maps, plans, diagrams, designs, pictures, computer programs, data, specifications and reports (including drafts).
Goods: any goods (or any part of them) described in the Purchase Order.
Immediate: the Immediate Media Co group company detailed in the Purchase Order.
Intellectual Property Rights: all patents, rights to inventions, utility models, copyright and related rights, trade marks, service marks, trade, business and domain names, rights in trade dress or get-up, rights in goodwill or to sue for passing off, unfair competition rights, rights in designs, rights in computer software, database right, topography rights, rights in confidential information (including know-how and trade secrets) and any other intellectual property rights, in each case whether registered or unregistered and including all applications for and renewals or extensions of such rights, and all similar or equivalent rights or forms of protection in any part of the world.
Purchase Order: Immediate’s order for the supply of Works.
Services: any services described in the Purchase Order.
Vendor: the person or firm from whom Immediate purchases the Works.
Work: all Deliverables, Goods and Services.
2.1 These conditions apply to the Contract to the exclusion of any other terms that the Vendor seeks to impose or incorporate, or which are implied by trade, custom, practice or course of dealing except where Immediate and the Vendor have executed a separate agreement specific to the supply of the Works, in which case the terms of such agreement shall govern the supply of the Works and shall supersede these Conditions.
3.1 The Contract shall be completed in accordance with/by the delivery date(s) specified in the Purchase Order, subject to clause 11.
4. Supply of Works
4.1 The Vendor shall ensure that the Work shall:
(a) correspond with the quantity and description detailed in the Purchase Order;
(b) be of satisfactory quality (within the meaning of the Sale of Goods Act 1979), fit for any purpose held out by the Vendor or made known to the Vendor by Immediate, expressly or by implication, and in this respect Immediate relies on the Vendor’s skill and judgment, and are equal in all respects to any samples previously supplied;
(c) comply with all applicable statutory and regulatory requirements relating to the manufacture, labelling, packaging, storage, handling and delivery of the Works.
4.2 The Vendor shall ensure that at all times it has and maintains all the licences, permissions, authorisations, consents and permits that it needs to carry out its obligations under the Contract.
4.3 Immediate shall have the right to inspect and test the Goods at any time before delivery and if following such inspection or testing Immediate considers that the Goods do not conform or are unlikely to comply with the Vendor’s undertakings at clause 4.1, Immediate shall inform the Vendor and the Vendor shall immediately take such remedial action as is necessary to ensure compliance.
4.4 Notwithstanding any such inspection or testing, the Vendor shall remain fully responsible for the Goods and any such inspection or testing shall not reduce or otherwise affect the Vendor’s obligations under the Contract, and Immediate shall have the right to conduct further inspections and tests after the Vendor has carried out its remedial actions.
5.1 The Vendor shall ensure that:
(a) the Goods are properly packed and secured in such manner as to enable them to reach their destination in good condition;
(b) each delivery of the Goods is accompanied by a delivery note which shows the date of the Purchase Order, the Purchase Order number, the type and quantity of the Goods (including the code number of the Goods (where applicable)), special storage instructions (if any) and, if the Goods are being delivered by instalments, the outstanding balance of Goods remaining to be delivered; and
(c) if the Vendor requires Immediate to return any packaging material for the Goods to the Vendor, that fact is clearly stated on the delivery note. Packaging material shall only be returned to the Vendor at the cost of the Vendor.
5.2 The Vendor shall deliver the Works:
(a) on the date or in accordance with the dates detailed in the Purchase Order;
(b) to the delivery address detailed in the Purchase Order;
(c) during Immediate’s normal hours of business, or as instructed by Immediate.
5.3 Immediate reserves the right to request identification of the Vendor and conduct random security checks of its possessions and vehicle(s) whilst on or entering or leaving any premises owned, occupied or controlled by Immediate.
5.4 Title to Goods and Deliverables shall pass to Immediate on delivery unless the Contract is terminated pursuant to Clause 11 in which case ownership of any part of the Goods and/or Deliverables for which payment has been made under the Contract shall vest absolutely in Immediate at the time of termination.
5.5 Where any Works are found by Immediate, upon delivery or subsequently, not to conform with the Contract, Immediate reserves the right to accept or reject the whole or any part thereof and in the case of rejected Goods and/or Deliverables return them to the Vendor at the Vendor’s own risk and expense and such acceptance or rejection being without prejudice to any other remedy available to Immediate.
6.1 In providing the Works, the Vendor shall:
(a) co-operate with Immediate and comply with all instructions of Immediate;
(b) perform the Services with the best care, skill and diligence in accordance with best practice;
(c) provide all equipment, tools and vehicles and such other items as are required to provide the Works;
(d) use the best quality goods, materials, standards and techniques, and ensure that the Goods and Deliverables, and all materials supplied and used in the Services or transferred to Immediate, will be free from defects in workmanship, installation and design;
(e) observe all health and safety rules and regulations and any other security requirements that apply at Immediate’s premises.
(f) comply with all current relevant legislation, rules, regulations or codes relating to the Works, including but not limited to sale and supply of goods and services legislation and all applicable national and/or international technical standards and procedures, and the provisions of the UK Bribery Act 2010. Immediate has a zero tolerance approach to bribery and corruption and the Vendor shall comply with the Immediate Media Co Anti Fraud and Corruption Code of Conduct (available at www.immediatemedia.co.uk/code-of-conduct) as updated from time to time; and
(g) comply with the standards of good ethical employment and environmental practice set out in the Immediate Ethical Policy Code of Practice (available at http://www.immediate.co.uk/suppliers/) as updated from time to time and shall ensure the Works will be supplied in accordance with the Immediate Ethical Policy utilising acceptable environmental and labour practices and maintaining safe working conditions at all times and, in particular, that no child or prison labour will be utilised in the manufacture and/or provision of the Works.
7. Charges and Payment
7.1 Immediate shall pay to the Vendor the Contract Price plus VAT (if applicable) within thirty (30) days of receipt of a valid invoice(s) from the Vendor. Any invoice relating to more than one Purchase Order number will not be accepted.
7.2 Immediate reserves the right to withhold payment where the Works have not been provided in accordance with the Contract and shall notify the Vendor accordingly.
8. Intellectual Property Rights
8.1 In respect of the Goods and any Deliverables or any part of them, the Vendor warrants that it has full clear and unencumbered title to all such items, and that at the date of delivery of such items to Immediate, it will have full and unrestricted rights to sell and transfer all such items to Immediate.
8.2 The Vendor assigns to Immediate, with full title guarantee and free from all third party rights, all Intellectual Property Rights in the Goods and Deliverables.
8.3 The Vendor shall obtain waivers of all moral rights in the Goods or Deliverables to which any individual is now or may be at any future time entitled under Chapter IV of Part I of the Copyright Designs and Patents Act 1988 or any similar provisions of law in any jurisdiction.
8.4 All Immediate equipment and materials are the exclusive property of Immediate and may only be used by the Vendor with prior consent of Immediate.
9. Indemnity and Insurance
9.1 The Vendor shall keep Immediate indemnified in full against all costs, expenses, damages and losses (whether direct or indirect), including any interest, fines, legal and other professional fees and expenses awarded against or incurred or paid by Immediate as a result of or in connection with:
(a) any defects in Works;
(b) any negligent performance, failure or delay in performance of the Contract by the Vendor, its employees, agents or subcontractors;
(c) any breach by the Vendor of its warranties, representations or obligations under the Contract; and
(d) any claim made against Immediate for actual or alleged infringement of a third party’s Intellectual Property Rights arising out of, or in connection with, the manufacture, supply, receipt or use of the Works.
9.2 The Vendor shall maintain in force, with a reputable insurance company, professional indemnity insurance, product liability insurance and public liability insurance, with an adequate indemnity limit which shall be no less than two million pounds sterling (£2,000,000), to cover the liabilities that may arise under or in connection with the Contract.
9.3 The Vendor shall be responsible for insuring any equipment such as motor vehicles or mobile plant provided by the Vendor to perform the Contract, against loss or damage and liabilities to third parties and anyone carried in or on such equipment.
9.4 This clause 9 shall survive termination of the Contract.
10.1 Except where necessary on a “need to know” basis, the Vendor shall keep confidential any information communicated in confidence or relating to the business of Immediate and which is obtained as a result of its relationship with Immediate under the Contract.
11.1 Without limiting its other rights or remedies, Immediate may terminate the Contract with immediate effect by giving written notice to the Vendor if:
(a) the Vendor commits a material or persistent breach of the Contract and (if such a breach is remediable) fails to remedy that breach to the satisfaction of Immediate within the period specified by Immediate;
(b) the Vendor becomes unable to pay its debts, enters into liquidation (except for the purposes of a solvent amalgamation or reconstruction), makes an arrangement with its creditors, becomes subject to an administration order, has a receiver or administrative receiver appointed over all or any of its assets, takes or suffers to be taken any similar action in consequence of a debt, ceases or threatens to cease trading or is dissolved, or undergoes a similar or equivalent process in any jurisdiction;
(c) there is a change of control of the Vendor. For the purposes of this sub-clause “control” means the ability to direct the affairs of the Vendor whether by virtue of contract, ownership of shares or otherwise howsoever; or
(d) the continued performance of the Contract is prevented by reason of any event beyond the reasonable control of Immediate or the Vendor (any such occurrence being deemed an event of force majeure).
11.2 On termination of the Contract or any part of it for any reason:
(a) the Vendor shall immediately deliver to Immediate all Goods and/or Deliverables, whether or not then complete, and return all materials and/or equipment provided by Immediate. If the Vendor fails to do so, then Immediate may without limiting its other rights or remedies enter the Vendor’s premises and take possession of them. Until they have been returned or delivered, the Vendor shall be solely responsible for their safe keeping and will not use them for any purpose not connected with this Contract; and
(b) the accrued rights and remedies of the parties as at termination shall not be affected, including the right to claim damages in respect of any breach of the Contract which existed at or before the date of termination.
11.3 Termination of the Contract howsoever arising shall not in itself give rise to a claim by the Vendor for damages or otherwise beyond a claim for payment due under the Contract up to and including the date of termination.
12.1 Any notice required to be given pursuant to the Contract shall be in writing and sent by prepaid recorded delivery, registered post or fax transmission to Immediate or the Vendor at the address as specified in the Purchase Order and any such notice shall be deemed to have been received by the addressee at the time of delivery.
12.2 The failure of either party to exercise or enforce any right conferred upon it by the Contract shall not be deemed to be a waiver of any such right or operate so as to bar the exercise or enforcement thereof at any time or times thereafter. No waiver of any term or condition of the Contract shall operate as a waiver of another or constitute a continuing waiver.
12.3 The Vendor shall not assign, sub-licence, sub-contract, transfer or otherwise dispose of any of its rights or obligations under the Contract to any third party.
12.4 Nothing in the Contract shall be deemed to constitute either party as the agent of the other or create a partnership or joint venture between the parties.
12.5 Any amendment or variation to the Contract shall be made by prior written agreement between the parties.
12.6 The unenforceability of any single provision of the Contract shall not affect any other provision thereof.
12.7 The Contract and any appendices and any documents referred to therein constitutes the entire understanding between the parties with respect to the subject matter thereof and supersedes all prior agreements, negotiations and discussions between the parties relating thereto.
12.8 The Contract shall be construed in accordance with the laws of England and shall be subject to the exclusive jurisdiction of the English courts.