“Company” means Source Productions Limited. "Supplier” means the addressee of the Company’s order or the individual or organisationwho is otherwise responsible for delivery of goods or services under an agreement with the Company.
1.1 The terms and conditions below shall be incorporated into all contracts for the supply of goods or services between the Company and the Supplier in accordance with the Company’s order.
1.2 Any waiver of these terms shall be set out in writing by the Company and shall have effect only in relation to the specific transaction and only to the extent necessary to give effect to the waiver.
1.3 These terms shall apply in preference to any terms communicated or relied on by the Supplier whether in negotiations prior to the forming of an agreement or at any other stage in dealings between the Company and the Supplier in relation to the supply of goods or services. By supplying such goods and/or services the Supplier accepts the terms as set out herein.
2 Cancellation and Amendment
2.1 The Company shall have the right to cancel or amend its order without liability at any time prior to the delivery of goods or commencement of the provision of services by the Supplier.
2.2 Such cancellation or amendment shall be communicated to the Supplier in writing. In the case of an amendment to the Company’s order, the Supplier shall provide a revised cost for the goods or services requested and shall await the Company’s acceptance of the revised figure before taking further action towards performance of the contract.
3.1 Where the Supplier provides the Company with a date for delivery, unless otherwise agreed, time shall be of the essence in respect of delivery. Where the Supplier anticipates that the provision of services or delivery of goods may be delayed, or that such performance will be otherwise than in accordance with the Company’s wishes, it shall inform the Company at the earliest opportunity, whereupon the Company shall have the right to rescind the contract.
3.2 Where the Supplier agrees to deliver goods to an address other than the Company’s main business premises, it will ensure that its name is removed from any packaging materials and delivery documents, or comply with any instructions from the Company relating to the marking of packages. Save for delivery notes, any documents relating to orders and invoicing will be delivered to our business premises only. No document containing pricing information shall be delivered to any address not belonging to the Company.
3.3 Without prejudice to its rights under these terms, where the quantity or quality of goods or services is unsatisfactory or otherwise than in accordance with the details specified in the order, the Company reserves the right to do any of the following:
(i) reject the goods or services;
(ii) require the Supplier to correct the defects or deficiencies, or re-perform its obligations at its own expense;
(iii) refuse any further deliver of goods or suspend the provision of services;
(iv) reduce the price payable or be entitled to a refund where payment has already been made, commensurate with the failures of the Supplier;
(v) terminate the Contract and any other Contracts between the Company and the Supplier.
3.4 The Supplier accepts full responsibility for successful delivery of any goods; where delivery is not successful, the Supplier shall redeliver the goods at its own expense.
3.5 Both equitable and legal title in the goods shall pass to the Company at the time of successful delivery to the Company or its agent acting with proper authority, unless otherwise agreed in writing.
3.6 Notwithstanding that such title may have passed to the Company, the Supplier shall bear the risk of transporting, storing, and otherwise maintaining the goods until such time as delivery is accepted by the Company or its agent acting with proper authority. The Supplier shall ensure that goods are properly insured until delivery has been effected successfully.
3.7 Without prejudice to any other rights under the contract, the Company may require that the Supplier, at its own expense, replace or repair any goods damaged in transit and that delivery of the goods shall not be deemed to have taken place until such repairs or replacement have been executed.
4.1 The Supplier will guarantee that the goods and/or services supplied will correspond to any samples or specifications provided in quality, quantity and price.
4.2 The Supplier will ensure that all goods supplied comply with relevant international standards and health and safety law and will indemnify and keep indemnified the Company against any claim made by any third party in respect of any defect in any goods, whether pursuant to the Consumer Protection Act 1987 (and any legislation replacing the said Act) or otherwise.
4.3 The Supplier will ensure that no goods or services provided shall infringe any intellectual property or other rights of third parties, be libellous, obscene, or otherwise unlawful in any way that might result in liability on the Company as a result of its exploitation of the goods or services, and the Supplier shall indemnify the Company against any such liabilities.
4.4 The Supplier shall ensure that any goods or services provided are of satisfactory quality and executed with the requisite skill and courtesy. The Supplier, its agents, or employees shall comply with the wishes of the Company where the Supplier provides services on behalf of the Company, where these are delivered directly to the Company’s client or otherwise.
4.5 The Supplier shall ensure that any special requirements to enable it to properly perform its obligations are fully communicated to the Company with adequate notice such that the Company may take any steps required of it to facilitate the provision of services or the supply of goods by the Supplier.
4.6 The Supplier accepts liability for the actions of its employees or agents in the performance of services and indemnifies the Company against any claims arising from the Supplier’s actions or conduct during such performance.
4.7 The Supplier shall have in force and shall ensure that any sub-contractor has in force adequate insurance to cover its liabilities and obligations under this contract and in any event sufficient to cover liabilities of not less than £1,000,000 (one million pounds). Such insurance cover shall be extended to indemnify the Company against any claim for which the Supplier, its agents or employees may be liable.
5 Price and Payment
5.1 The Supplier shall ensure that all prices are expressed inclusive of delivery costs, packaging, adequate insurance, and any applicable taxes, or that such items are clearly itemised in any quote or communication with the Company.
5.2 The Supplier shall bear the risk of any fluctuations in material cost or currency exchange rate after the time the order is placed by the Company.
5.3 The Company shall settle the Supplier’s invoice within 60 days. The Supplier shall not be entitled to raise an invoice until such time as goods are despatched or the provision of services has commenced.
6.1 The Supplier warrants that any confidential information received in the course of dealing with the Company will not be disclosed to third parties or associated companies.
6.2 The Supplier shall not advertise or otherwise make public its association with the Company without the Company’s prior written consent.
6.3 The Supplier shall comply with all its obligations under the Data Protection Act 1998 and any other applicable data protection or privacy legislation or guidance relating to the collection, use, storage, and processing of personal data.
6.4 The Supplier agrees that it will not make contact with any client or former client of the Company during the course of any dealings between the Supplier and the Company, or for a period of 2 years following the supply of any goods or services to the Company pursuant to any such course of dealings.
7 Intellectual Property Rights
7.1 The Supplier recognises that the Company is the sole owner of any Intellectual Property Rights in respect of any materials or designs supplied by the Company to the Supplier.
7.2 The Supplier shall, at its own expense and at the direction of the Company, apply for and do all acts and things necessary to obtain, maintain, protect and assign to the Company all Intellectual Property Rights that may subsist in the materials which by virtue of this contract or any statute affecting Intellectual Property Rights belong to the Company or as the Company may require and so direct.
7.3 If at any time any allegation of infringement of Intellectual Property Rights is made in respect of any of the goods or in respect of the performance of services or the Company reasonably apprehends that such an allegation is likely to be made, the Company may require that the Supplier, at its own expense, modify or replace the goods or re-perform the services to avoid the infringement.
8.1 Any of the following breaches by the Supplier will result in the Company acquiring the right to immediately terminate the contract:
(i) failure to deliver goods or provide services within the time period specified in the order;
(ii) failure to conform in the supply of goods or the provision of services to the specifications laid down in the order;
(iii) failure to rectify any other breach notified to the Supplier within 14 days of such notification.
8.2 In the event that the Company terminates the contract, it shall be entitled to source equivalent goods or services from an alternate supplier and to charge the Supplier for any difference in costs between such goods or services and the contract price.
(i) The Supplier makes any voluntary agreement with its creditors or becomes subject to an administration order, becomes bankrupt or enters liquidation; or
(ii) An encumbrancer takes possession, or a receiver is appointed, of any of the
property of the Supplier; or
(iii) The Supplier ceases or threatens to cease trading; or
(iv) The Company reasonably apprehends that any of the events mentioned above may occur and notifies the Supplier accordingly; The Company shall, without liability and without prejudice to any other right or remedy howsoever accruing, be entitled to cancel the contract immediately.
9 Assignment and sub-contracting
9.1 The Supplier shall not, without the prior written consent of the Company, assign or transfer the whole or any part of the contract, or subcontract the performance of its obligations.
10.1 Any notices to be given under these terms shall be in writing addressed to the relevant party’s registered office or principal place of business or other address that may at the relevant time have been notified to the other party.
11 Law and Jurisdiction
11.1 The contract for any order will be governed by English law, and the parties agree to submit to the exclusive jurisdiction of the courts of England and Wales.
“Company” means Source Productions Limited. “Buyer” means the party requesting the Company to provide the goods or services identified in the order.
1 Orders & Pricing
1.1 By placing an order for goods and/or services with the Company the Buyer agrees to be bound by these terms and conditions in their entirety.
1.2 Pricing and specification of goods and services are indicative only until such time as any order is confirmed.
1.3 The Buyer is responsible for the accuracy of any specifications and other order requirements and for communicating these in full to the Company. Such specifications shall be subject to reasonable variation in accordance with the standard trade practice.
1.4 Where the Buyer provides specifications for goods, it shall indemnify the Company against any losses or expenses incurred in relation to claims for the infringement by such goods of any patents, registered trademarks, or other rights belonging to third parties.
1.5 Where the goods or services to be supplied include material supplied by the Buyer, the Company shall not be liable for damage to such materials howsoever caused.
1.6 Any quotes supplied by the Company will be valid for a period of 7 days. All orders and pricing are subject to confirmation following consideration of final specifications and receipt of any materials or information from the Buyer.
1.7 The Company reserves the right to vary the price of goods at any time before delivery where there is a variation in the cost of the goods to the Company.
1.8 All prices are exclusive of delivery charges and VAT at the prevailing rate unless otherwise indicated in writing.
2.1 Payment for goods or services is due within 30 days of the date of invoice, notwithstanding that the goods or services may not have been delivered by this date. Time shall be of the essence in respect of payment by the Buyer.
2.2 Failure to make payment by the due date will result in the Company acquiring the right to:
(i) Cancel the contract with the Buyer;
(ii) Suspend any outstanding deliveries or services to the Buyer;
(iii) Appropriate any payment made by the Buyer to the Company for any other purpose toward settlement of the account on which payment has not been made.
2.3 Interest may be charged on any amount not received by the due date at a rate of 8% per annum calculated on a daily basis from the due date for payment.
2.4 The Buyer must notify the Company in writing within 7 days of receipt of the Company’s invoice of any errors or queries in respect of that invoice. Failure to do so will result in the Buyer being deemed to have accepted the accuracy of that invoice.
3.1 Any dates for delivery shall be approximate and while the Company will use its best endeavours to deliver goods in accordance with the estimated dates provided, the Company does not guarantee to do so. The Company will not be liable for any delay in delivery or any losses consequential to such delay.
3.2 The quantity of goods delivered may vary by up to 10% above or below the quantity ordered. Any such variance shall be deemed not material for the purposes of section 30 of the Sale and Supply of Goods Act 1979 as amended. Where the quantity of goods delivered is greater than ordered, the additional items will be charged at the contract price. No discount will be given where goods supplied are less than ordered but within the 10% tolerance threshold.
3.3 Any complaints regarding the quality, quantity, suitability or other characteristic of the goods or services must be notified within 7 days of receipt. Failure to do so will result in the Buyer being deemed to have accepted the goods or services.
3.4 The Company will not be responsible for damage caused to goods during delivery. Once goods have left the Company’s premises, or those of the Company’s agent, any risk of loss or damage to goods shall pass to the Buyer.
3.5 Notwithstanding that the Buyer shall bear the risk of damage to goods in transit, neither legal nor equitable title in the goods shall pass to the Buyer until such time as full payment has been received. Until such time the Company shall be entitled to require that the Buyer delivery up the goods to the Company and, if the Buyer fails to do so forthwith, shall be entitled to enter the Buyer’s premises to repossess the goods.
3.6 Until such time as title in the goods passes to the Buyer, it shall act as the Company’s judiciary agent and bailee, and shall keep the goods separate from those belonging to the Buyer and third parties, properly stored, identified and adequately insured as the Company’s property. The Buyer shall be entitled to make use of the goods in the ordinary course of its business, but shall account to the Company for the proceeds of any sale or other use of the goods, including insurance proceeds, whether tangible or intangible, and shall maintain these separately from its own funds or property.
3.7 The Buyer 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 Company. If it does so, any amounts due to the Company shall become immediately payable, without prejudice to any other right or remedy available to the Company.
3.8 Where the Buyer provides inaccurate or insufficient information such that successful delivery of goods is frustrated or the Buyer otherwise refuses delivery, the Company shall acquire the right to:
(i) Store the goods at the Buyer’s expense;
(ii) Make further attempts at delivery at the Buyer’s expense;
(iii) Sell the goods at the best available price and account to the Buyer for any excess gains or charge the Buyer for any shortfall in relation to the contract price.
3.9 Where an order is delivered in multiple consignments, each delivery shall be considered a separate transaction and failure of any one delivery shall not affect the performance of the remainder of the contract.
4 Limitation of liability
4.1 The Company shall not be liable, save in case of fraudulent misrepresentation, or death or personal injury caused by the Company’s negligence, for any losses arising out of, or consequential to, the supply of goods or services whether by reason of alleged breach of any implied warranty, condition, express term, representation or any other claim howsoever arising.
4.2 Subject to any express provision in these terms or otherwise communicated to the Buyer all warranties, conditions, or other terms implied by statute or common law are excluded to the fullest extent permitted by law.
4.3 To the extent that the Company may be liable for any losses suffered by the Buyer, such liability will be limited to the value of the contract price.
4.4 No agreement between the Company and the Buyer shall create any rights enforceable, by virtue of the Contracts (Rights of Third Parties) Act 1999 or otherwise, by any person not identified as the Buyer.
4.5 The Company shall have no liability to the Buyer for any delay or other failure in performance where such delay or failure is due to any cause beyond the Company’s control.
5 Distance Selling Regulations
5.1 In accordance with Regulation 13(1)(c) of the Distance Selling Regulations 2000, the Buyer will not have any right to cancel an order for items which are personalised, have had their standard specification altered, or are otherwise specially ordered.
5.2 In respect of any order, the Buyer agrees that the performance of the contract will commence immediately on the Company’s confirmation of the order, and that accordingly any right to cancel which would otherwise accrue under the terms of the Distance Selling Regulation 2000 is waived in accordance with Regulation 13(1)(a), except where otherwise agreed in writing and on the condition that the Buyer indemnify the Company in respect of any losses, charges, or other expenses incurred as a result of accepting the order.
6 Insolvency of Buyer
(i) The Buyer makes any voluntary agreement with its creditors or becomes subject to an administration order, becomes bankrupt or enters liquidation; or
(ii) An encumbrancer takes possession, or a receiver is appointed, of any of the property of the Buyer; or
(iii) The Buyer ceases or threatens to cease trading; or
(iv) The Company reasonably apprehends that any of the events mentioned above may occur and notifies the Buyer accordingly; The Company shall, without prejudice to any other right or remedy howsoever accruing, be entitled to cancel the contract or suspend deliveries to the Buyer without liability, and to require the immediate payment of any outstanding monies notwithstanding any previous agreement to the contrary.
7.1 Any notices to be given under these terms shall be in writing addressed to the relevant party’s registered office or principal place of business or other address that may at the relevant time have been notified to the other party.
7.2 No waiver, express or implied, by the Company of any breach of contract by the Buyer shall be considered as a waiver of any subsequent breach of the same or any other provision.
7.3 In the event that any of these terms should, in whole or in part, be held to be unenforceable or otherwise invalid by a competent authority, the remainder of the provisions herein shall not be so affected.
7.4 The Company does not recognise exclusive or sole agencies or territorial or other restrictions on its activities.
8 Law and Jurisdiction
8.1 The contract for any order will be governed by English law, and the parties agree to submit to the exclusive jurisdiction of the courts of England and Wales.