Promotional Logistics Limited Terms and Conditions of Purchase

• 1. Interpretation
  • 1.1. In the conditions the following words shall have the following meanings:
    • 1.1.1. Buyer means Promotional Logistics Limited, whose registered office is at Prolog House, Milner Road, Sudbury, Suffolk, CO10 2XG (Company Registration Number 1238548);
    • 1.1.2. Supplier means the person or organisation to whom a purchase Order is sent to by the Buyer;
    • 1.1.3. Order means any purchase Order from the Buyer for the Goods and/or Services;
    • 1.1.4. Contract means the contract between the Buyer and the Supplier for the sale and purchase of the Goods and/or Services;
    • 1.1.5. Goods means the articles that the Buyer agrees to purchase from the Supplier as set out on the purchase Order;
    • 1.1.6. Services means all services and/or performance of works or professional services that the Buyer agrees to purchase from the Supplier as set out in the purchase Order;
• 2. Formation and Incorporation
  • 2.1. These terms and conditions are the only conditions under which the Buyer is prepared to deal with the Supplier and they shall govern the Contract to the entire exclusion of all other terms and conditions subject to any variation under clause 2.3. No terms and/or conditions endorsed upon, delivered with or contained in the Supplier’s quotation, acknowledgement or acceptance of order, specification or similar document will form part of the Contract and the Supplier waives any rights which it otherwise might have to rely on such terms and conditions. Any reference below or overleaf to such documents will not be deemed to imply that any terms and conditions endorsed upon, delivered with or referred to in such documents will have effect to the exclusion or amendment of the Contract terms.
  • 2.2. Each Order for Goods and/or Services from the Buyer to the Supplier shall be deemed to be an offer by the Buyer to purchase the Goods and/or Services subject to these terms and conditions and no Order shall be accepted until the Supplier either expressly by giving notice of acceptance or implied by fulfilling the Order, in whole or in part, accepts the offer.
  • 2.3. Any variation to the Order or these terms and conditions shall have no effect unless expressly agreed in writing and signed by an authorised signatory of the Buyer.
• 3. Specification
  • 3.1. The quantity, quality and description of the Goods and/or Services shall be as specified in the Order and/or in any applicable specification supplied or advised by the Buyer to the Supplier.
  • 3.2. The Supplier shall comply with all applicable standards, regulations and/or other legal requirements concerning the manufacture, packaging, delivery and performance of the Goods and/or Services.
  • 3.3. The Buyer shall have the right to inspect and test the Goods at all times and the Supplier shall not unreasonably refuse any request by the Buyer and the Supplier shall provide the Buyer with facilities reasonably required for inspection and testing.
  • 3.4. If as a result of such inspection or testing the Buyer is not satisfied that the Goods will comply with the Contract, the Buyer shall inform the Supplier within 30 days of inspection or testing to enable the Supplier to take all necessary steps to ensure compliance.
  • 3.5. Notwithstanding any such inspection or testing, the Supplier shall remain fully responsible for the Goods and any such inspection or testing shall not diminish or otherwise affect the Supplier’s obligations under the Contract.
  • 3.6. The Buyer may return/stop any rejected Goods and/or Services at the Suppliers risk and expense. Rejected Goods and/or Services shall not be replaced unless the Buyer so requires in writing.
  • 3.7. The Supplier shall be responsible for repayment to the Buyer for all costs, losses, damages and expenses whatsoever incurred by the Buyer due to the rejection of the Goods and/or Services and/or any additional expenditure reasonably incurred by the Buyer in obtaining other goods to replace the rejected Goods and/or Services.
  • 3.8. The Supplier acknowledges that the precise conformity/delivery of the Goods and/or Services with the Contract is of the essence of the Contract and the Buyer shall be entitled to reject the Goods and/or Services if they are not in conformance with the Contract, however slight the breach may be.
  • 3.9. The Goods and/or Services shall be fit and sufficient for the purpose for which the Goods and/or Services are ordinarily used/provided and for any particular purpose made known to the Supplier by the Buyer and the Buyer relies on the skill and judgement of the Supplier in the supply of the Goods and/or Services and the execution of the Order.
• 4. Delivery of Goods and/or Performance of Service
  • 4.1. Delivery of the Goods and or/Services shall be made to the address specified in the purchase Order and on the date specified in the purchase Order during normal business hours, unless previously arranged otherwise. Time shall be of the essence in this respect and the Buyer is entitled to cancel, without notice, the whole or any part of the purchase Order if this Clause is not complied with by the Supplier.
  • 4.2. The Supplier shall off-load the Goods of its own risk as directed by the Buyer, unless otherwise agreed by the Buyer.
  • 4.3. The Services (if applicable) shall be performed in a professional manner to the satisfaction of the Buyer. If any part of the Services is found to be inadequate or in any way differing from the Contract, other than as a result of default or negligence on the part of the Supplier, the Supplier shall at its own expense reschedule and perform the work correctly within such reasonable time as may be specified.
  • 4.4. The Supplier shall ensure that each delivery is accompanied by a delivery note which is prominently displayed and which shows amongst other things, the order number, date of order, number of packages and contents and, in the case of part delivery, the outstanding balance remaining to be delivered.
  • 4.5. The Supplier shall provide the Buyer on delivery of the Goods and/or Services with all operating and safety instructions, warning notices clearly displayed and other information as may be necessary for their proper use, maintenance and repair for the Buyer to accept delivery of the Goods and/or Services.
  • 4.6. Unless expressly agreed in writing with the Buyer, containers and packing must be supplied free but will be returned, if required to the Supplier, at the Suppliers risk and expense.
  • 4.7. If the Goods and/or Services delivered to the Buyer are in excess of the quantities ordered the Buyer shall not be bound to pay for the excess and any excess will be and will remain at the Supplier’s risk and will be returnable at the Supplier’s expense.
  • 4.8. The Supplier will repair or replace Goods damaged or lost in transit or during off loading or stacking free of charge.
  • 4.9. Where the Buyer cancels the whole or part of the Purchase Order in accordance with this Clause;
    • 4.9.1. all sums payable by the Buyer in relation to the whole or part of the Purchase Order cancelled shall cease to become payable;
    • 4.9.2. all sums paid by the Buyer in relation to the whole or in part of the purchase Order cancelled shall be repaid by the Supplier;
    • 4.9.3. The Buyer shall be entitled to claim damages for any additional costs, loss or expenses incurred by the Buyer which are in any way attributable to the Supplier’s failure to deliver the Goods and/or Services on the due date; and
    • 4.9.4. The Buyer shall be entitled to recover from the Supplier any expenditure reasonably incurred by the Buyer in obtaining the Goods and/or Services in substitution from another seller.
• 5. Price and Payment
  • 5.1 The price payable for the Goods and/or Services shall be that stated in the Order and unless otherwise stated shall be:
    • 5.1.1. Inclusive of all charges including, but not limited to, packaging material, packing, shipping, loading, carriage, insurance and delivery of the Goods and/or Services to the delivery address and any duties, levies or taxes other than value added tax; and
    • 5.1.1. fixed for the duration of the Contract;
  • 5.2. No variation in the price nor extra charges can be made, whether on account of increased material, labour or transport costs, fluctuation in rates of exchange or otherwise, without the prior written consent of the Buyer.
  • 5.3. The Supplier shall be entitled to submit a valid VAT invoice after completed delivery/performance of the relevant Goods and/or Services. The invoice shall not be valid unless it states the invoice address, the Order number, the Supplier’s VAT number, the net amount due, the gross amount due and the Supplier’s full banking details.
  • 5.4. Unless special payments terms have been agreed between the Buyer and the Supplier, the Buyer shall pay the price of the Goods and/or Services within 60 days of receipt of invoice.
  • 5.5. Without prejudice to any other right or remedy, the Buyer reserves the right to set off any amount owing at any time from the Supplier or associated company of the Supplier to the Buyer against any sums payable by the Buyer to the Supplier or associated company of the Supplier under the contract where associated company has the same meaning as ascribed to it by section 416 Income and Corporation Taxes Act 1988
• 6. Title and Risk
  • 6.1. The title and risk in the Goods and/or Services shall remain with the Supplier until they are delivered at the point specified by the Buyer in the purchase Order or any other relevant document, and transferred to the Buyer’s possession, at which time title and risk in the Goods and/or Services shall transfer to the Buyer.
  • 6.2. In the cases where commissioning is necessary the title and risk in the Goods shall pass to the Buyer at the date of the commissioning certificate. The Supplier will keep the Goods adequately insured from the time of delivery to the Buyer until the date of the commissioning certificate. This obligation is additional to and not in substitution of the Suppliers liabilities under Clause 7.
• 7. Warranties and Indemnity
  • 7.1. Unless otherwise agreed, the Supplier warrants to the Buyer, and it is a condition of the agreement between the Supplier and the Buyer that the Goods themselves shall and the sale/performance of the Goods and Services shall:
    • 7.1.1. comply with all laws and industry standards applicable to the nature of Goods and Services supplied;
    • 7.1.2. be of satisfactory quality, safe and fit for their purpose and any Services shall be supplied with due care and skill;
    • 7.1.3. be free from defects in design, material and workmanship;
    • 7.1.4. comply with any specifications and any drawings, descriptions or samples provided by the Buyer.
  • 7.2. The Supplier shall indemnify and keep indemnified the Buyer in full from and against all direct, indirect or consequential liability, loss, damages, injury, costs and expenses (including legal expenses) awarded against or incurred or paid by the Buyer as a result of in connection with:
    • 7.2.1. breach of any warranty given by the Supplier in relations to the Goods and/or Services;
    • 7.2.2. any claim that the Goods and/or Services infringe, or their use, resale or importation infringes the British or foreign patent, copyright, registered design, design right, trade mark, trade name or other intellectual property right of any other third party except to the extent that the claim arises from any specification, drawings, samples or descriptions provided by the Buyer;
    • 7.2.3. any claim made against the Buyer in respect of any liability, loss, damage, cost or expense sustained by the Buyer’s employees or agents by any customer or third party to the extent that such liability, loss, damage, cost or expense was caused by, relates to or arises from the Goods and/or Services;
    • 7.2.4. any act or omission of the Supplier or its employees, agents or subcontractors in supplying, delivering, installing, or performing the Goods and/or Services in accordance with the Contract;
    • 7.2.5. any defect in packaging or containers of the Goods or any misleading or inaccurate information or data supplied at any time by the Supplier it servants or agents;
    • 7.2.6. any injury (whether fatal or otherwise) to any person which may result directly or indirectly from any defect in the Goods and/or Services or the negligent or wrongful act or omission of the Supplier.
  • 7.3. The Supplier will at all times insure and keep itself insured with a reputable insurance company covering all matters which are the subject of indemnities under these conditions and shall at the request of the Buyer produce the relevant policy or policies. The Supplier will provide all necessary assistance and advice required by the Buyer or the Buyer’s Insurers for the purpose of contesting or dealing with any action, claim or matter arising out of the Supplier’s performance of the contract.
• 8. Intellectual Property Rights
  • 8.1. Materials, equipment, copyright, design rights or any other forms of intellectual property rights in all drawings, specifications and data supplied by the Buyer to the Supplier shall at all times be and remain the exclusive property of the Buyer and shall be held by the Supplier in safe custody at its own risk and maintained and kept in good condition by the Supplier until returned to the Buyer and shall not be disposed of other than in accordance with the Buyer’s written instructions, nor shall such items be used otherwise than as authorised by the Buyer in writing.
• 9. Termination
  • 9.1. The Buyer shall be entitled to cancel any Order in whole or in part for any reason by giving notice to the Supplier at any time prior to delivery/performance of the Goods and/or Services in which event the Buyer’s sole liability shall not exceed the reasonable costs to the supplier for such parts of the Goods and/or Services that have been constructed/performed which are special to the Buyer’s requirements and which the Supplier is unable to dispose of elsewhere. Such compensation shall not include loss of anticipated profits or any consequential loss.
  • 9.2. The Buyer shall have the right at any time by giving notice in writing to the Supplier to terminate the Contract forthwith if:
    • 9.2.1.the Supplier commits a breach of any of the terms and conditions of the contract;
    • 9.2.2. any distress, execution or other legal process is levied upon any of the assets of the Supplier;
    • 9.2.3. the Supplier enters into any arrangement or composition with its creditors, commits any act of bankruptcy or if an order is made or an effective resolution passed for its winding up, or if a petition is presented to court, or if a receiver and manager, receiver, administrative receiver or administrator is appointed in respect of the whole, or any part of, the Supplier’s undertaking or assets;
    • 9.2.4. the Supplier ceases or threatens to cease to carry on its business;
    • 9.2.5. the financial position of the Supplier deteriorates to such an extent that in the opinion of the Buyer the capability of the Supplier to adequately fulfil its obligations under the Contract has been placed in jeopardy;
    • 9.2.6. the Buyer has reason to believe that any of the events mentioned above is about to occur in relation to the Supplier; or
    • 9.2.7. the Supplier does not pay any money due from it to the Buyer;
  • 9.3.The termination of Contract, however rising, will be without prejudice to the rights and duties of either party accrued prior to termination. The conditions which expressly or impliedly have effect after termination will continue to be enforceable notwithstanding termination.
  • 9.4.No concession or delay on the part of the Buyer shall be construed as a waiver of any rights and remedies.
• 10. Remedies
  • 10.1. Without prejudice to any other right or remedy which the Buyer may have, if the Supplier shall have failed to comply with the terms of the Contract the Buyer shall be entitled (whether or not the Goods and/or Services have been accepted by the Buyer) to avail itself of any one or more of the following remedies at the Buyer’s discretion:
    • 10.1.1. Rescind the Contract;
    • 10.1.2. To reject the Goods (in whole or in part) and return them to the Supplier at the risk and cost of the Supplier on the basis that a full refund for the Goods so returned shall be paid forthwith by the Supplier;
    • 10.1.3. Give the Supplier the opportunity to replace, repair or reinstate at the Supplier’s expense the Goods and/or Services so that they comply with the terms of the Contract;
    • 10.1.4. Refuse to accept any further deliveries or instalment of the Goods and/or Services and any part thereof without liabilities to the Supplier;
    • 10.1.5. Carry out at the Supplier expense such works as may be necessary to make the Goods and/or Services of any part thereof comply with the Contract; and
    • 10.1.6. To claim such damages as may have been sustained in consequence of the Supplier’s breaches of the Contract.
• 11. Health and Safety
  • 11.1. The Supplier agrees before the delivery of Goods and/or Services to furnish the Buyer in writing a list by name and description of any harmful properties or ingredients in the Goods and/or Services supplied whether in use or otherwise and thereafter information concerning any changes in such properties or ingredients. The Buyer will rely on such information from the Supplier in order to satisfy its own obligations under the Health and Safety at Work Act 1974 and other relevant legislation.
  • 11.2. In respect of all Goods and/or Services provided, the Supplier will maintain quality control and quality assurance standards in accordance with the requirements of the Buyer, relevant British Standards and other relevant legislation
  • 11.3. The Supplier shall indemnify the Buyer against all actions, suits, claims, demands, losses, charges, costs and expenses which the Buyer may suffer or incur as a result of or in connection with any breach of this condition.
• 12. Force Majeure
  • 12.1. The Buyer reserves the right to defer the date of delivery or payment or to cancel the Contract or reduce the volume of the Goods ordered if it is prevented from or delayed in the carrying on of its business through circumstances beyond its reasonable control
  • 12.2. Without prejudice to the generality of condition 12.1 the following shall be included as causes beyond the Buyers reasonable control.
    • 12.2.1. governmental actions, war or threat of war, national emergency, riot, civil disturbance;
    • 12.2.2. Act of God, fire, explosion, flood, epidemic or accident;
    • 12.2.3. import or export regulations or embargoes;
    • 12.2.4. labour disputes not including the work-force of the Seller;
    • 12.2.5. inability to obtain or delay in obtaining supplies of adequate or suitable material, fuel, parts, machinery or labour; or
    • 12.2.6. a power failure or breakdown of machinery.
• 13. Confidentiality
  • 13.1. Neither the Contract nor the Buyer’s name shall be used by the Supplier for advertisement or publicity purposes without the Buyer’s prior written consent.
  • 13.2. The Supplier shall keep all work and services carried out hereunder for the Buyer entirely confidential. The Supplier further agrees to place under a confidentiality obligation, any subcontracts and/or consults the Supplier enters into agreements with for the performance of work under these terms and conditions.
• 14. Notices
  • 14.1. Unless otherwise agreed, notices to the Buyer shall be addressed to the Company Secretary, Promotional Logistics Limited, Prolog House, Milner Road, Sudbury, Suffolk, CO10 2XG, and to the Supplier at its address as given on invoices, the purchase Order or other official document. Notice shall be deemed effective on the day when in the ordinary course of means of transmission it would be received by the addressee in normal business hours.
• 15. Assignment
  • 15.1. The Contract is personal to the Supplier and the Supplier shall not assign or transfer or purport to assign or transfer to any other person any of its rights or subcontract any of its obligations under the Contract without prior written consent from the Buyer.
  • 15.2. The Buyer may assign the Contract or any part thereof to any person, firm or company.
• 16. General
  • 16.1. If any term or provision of these terms and conditions is held void, voidable, invalid, illegal, unreasonable or unenforceable for any reason by any Court of competent jurisdiction such provision shall be severed and the remainder of the provisions hereof shall not be affected.
  • 16.2. The parties to this Contract do not intend that any of its terms will be enforceable by virtue of the Contracts (Rights of Third Parties) Act 1999 by any person not a party to it.
  • 16.3. The headings in these terms and conditions are for convenience only and shall not affect their interpretation.
• 17. Governing Law and Jurisdiction
  • 17.1. These Terms and Conditions shall be governed by and construed in accordance with the Law of England and the parties submit to the exclusive jurisdiction of the English Courts.

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