POCKET LONDON GUIDES LIMITED 1.2
The headings in these Conditions are for
convenience only and shall not affect their interpretation. (a)
sign a Contract incorporating these Conditions; or 3.8
You must suply in good time all material required to produce your advertisment.
If the correct materials are not provided in good time we reserve the right to
reproduce or alter previously supplied artwork to fit the space require or in
the absence of suitable copy we reserve the right to produce a suitable
advertisment for inclusion in in the products. Artwork charges will apply at
rates being charged at the time. 6.1 You shall make all arrangements to take delivery
of the Products whenever they are tendered for 12.7
We reserve the right to alter these terms from time to time to which we will
notify you and become binding upon you
(January 2010 version)
1. DEFINITIONS AND INTERPRETATION
1.1 In these Conditions:
Advertisement: all content, logos, branding and photographs used within
a specified area in a
Product;
Contract means any contract for the sale of products and/or the supply
of services between us and you into which these Conditions are incorporated;
Conditions means the standard terms and conditions of sale set out
herein, including any special terms and conditions agreed in writing by us and attached hereto;
Products means the products and/or services which we shall supply in
accordance with these Conditions, details of which are set out on the order
form; we means either Pocket London Guides Limited or Pocket London TV Limited
or Pocket London Limited, and “us” and “our” shall be construed accordingly;
You means the customer whose details are set out on the order form,
together with any person or agent who is authorised to bind you (and by
submitting the order on your behalf such person or agent warrants that they are
duly authorised by you to do so), and “your” shall be construed accordingly.
1.3 All rights expressly reserved by or granted to us by these
Conditions shall be without prejudice to any other rights which we may have
from time to time.
1.4 Unless expressly stated otherwise, where rights and decisions are to
be exercised or made at our
discretion, then we shall be under no duty or obligation to you to justify or
provide a reason for the
decision.
1.5 Unless expressly stated otherwise, where our prior written consent
is required in these Conditions, then we shall be under no obligation not to
unreasonably withhold or delay in giving that consent.
2. BASIS OF SALE
2.1 These Conditions shall apply to all Contracts for the sale of Products
by us to you to the exclusion of all other terms and conditions including any
terms or conditions which you may purport to apply under any purchase order,
and no variation of these Conditions shall be binding unless agreed in writing
by us and attached hereto. These Conditions set out the entire agreement to the
exclusion of all other terms and conditions, and become binding (subject only
to your receipt of our acceptance of your order) on the earliest of the date
you:
(b) email confirmation; or
(c) confirm to us your acceptance of these Conditions by telephone call (which
we will
subsequently confirm to you in writing or by email);or
(d) supply us with any copy or artwork; or
(e) instruct us to do any work on your behalf; or
(f) sign off or approval of any piece of artwork;
provided always that we have provided you with a copy of these Conditions before
such date, and you have not notified us in writing that you do not accept the
terms set out in these Conditions.
2.2 Where the Products form part of a composite order or are to be delivered by
instalments, each part of the composite order and instalment shall constitute a
separate Contract. Each order for Products shall constitute a separate
Contract. Failure by us to deliver any Product or instalment shall not entitle
you to treat the Contract as repudiated.
2.3 You undertake and warrant that you will where appropriate have sold or
distributed all Products in your possession to customers before the date that
we are due to send you any updated versions of the Products.
3. ORDERS AND SPECIFICATIONS
3.1 No order submitted by you shall be deemed to have been accepted by us
unless and until you receive our order confirmation, and thereafter the order
shall be binding on you.
3.2 You shall be responsible for ensuring the accuracy of the terms of any
order submitted by you, and for giving us any necessary information relating to
the Products within a sufficient time to enable us to perform the Contract in
accordance with these Conditions.
3.3 If the Advertisement is to be prepared by us in accordance with a
specification submitted by you, you shall indemnify us against all loss,
damages, costs and expenses awarded against or incurred by us in connection
with or paid or agreed to be paid by us in settlement of any claim for
infringement of any patent, copyright, design right, trade mark or other
intellectual property rights of any other person which results from our use of
your specification. We reserve the right to make changes in the specification
or positioning of the Advertisement which are required as a result of your
failure to give us full or timely instructions, or to conform with any
applicable statutory or EU requirements.
3.4 No order which has been accepted by us may be cancelled by you except with
our prior written
consent and on terms that you shall indemnify us in full against all loss
(including loss of profit for the minimum period specified on the order), costs
(including the cost of all labour and material used), damages, charges and
expenses incurred by us as a result of cancellation.
3.5 We may cancel your order at any time at our discretion, and (unless we have
done so as a result of your actions or omission) we shall refund to you 120% of
any monies paid for undelivered Products, but we shall have no further
liability to you. We may also postpone or suspend delivery of any Product or
publication of any Advertisement for no more than 3 months (subject to cl. 5.3
and 11.1).
3.6 Unless otherwise agreed in writing, your order shall be for the minimum
period stated on the order form calculated from the date shown on the order
form, providing that any Contract will automatically be renewed for successive
one year periods until and unless we receive at least three months notice to
terminate any Contract to expire on the anniversary of the original date of
order.
3.7 We cannot guarantee to match exactly corporate and artwork colours as print
tolerances vary with each print run. In addition, up to ten percent of any
print run may have unavoidable blemishes due to paper feed, ink flow and plate
slippage. We shall not liable for such variations or blemishes and you shall
not be entitle d to reject the Products based thereon.
4. PRICE OF THE GOODS
4.1 The price of the Products shall be our quoted price from time to time.
4.2 We reserve the right, by giving notice to you at any time before delivery,
to increase the price of the Products to reflect any increase in the cost to us
which is due to any factor beyond our reasonable control, any change in
delivery dates, quantities or specifications for the Products which are
requested by you, or any delay caused by your instructions or your failure to
give us adequate information or instructions.
4.3 Except as otherwise agreed in writing by us, all prices are given by us on
an ex works basis, and where we agree to deliver the Products otherwise than at
our premises, you will be liable to pay our charges for transport, packaging
and insurance.
4.4 The price is exclusive of any applicable value added tax which you shall
automatically be liable to pay to us.
4.5 If the order is submitted by anyone other than a person authorised you (ie.
the customer named on the order form), then such person agrees to personally
indemnify us in respect of any non-payment by you of any sums due and payable
to us as though such person was the principal debtor.
Where you fail to make any payment on the due date then the signatory of the
Contract under which payment is due agrees to guarantee such payment.
5. TERMS OF PAYMENT
5.1 Unless expressly agreed by us in writing, we shall invoice you for the
price of the Products at any time after receipt of your order.
5.2 You undertake and warrant to pay the price of the Products (without
deduction or set off) within 14 days of the date of the invoice. The time of
payment shall be of the essence of the Contract.
5.3 If you fail to make any payment on the due date then we reserve the right
to:
(a) cancel the Contract or suspend further deliveries to you;
(b) appropriate any payment made by you to such of the Products as we may think
fit; and
(c) charge you interest (as well after as before any judgement) on the amount
unpaid, at the rate of 4% per annum above National Westminster Bank plc base rate from time to time,
until payment is made in full, accruing pro-rata on a daily basis.
5.4 Any discount we may offer for a series of Advertisements is offered on the
basis that no Advertisement within that series shall be cancelled. If one or more
Advertisements are cancelled, you shall be liable to pay us the full rack rate
or rate card amount for each Advertisement not cancelled.
5.5 Where you fail to make any payment on the due date then the signatory of
the Contract under which payment is due agrees to guarantee such payment.
6. DELIVERY
delivery.
6.2 Any dates quoted for delivery of the Products are approximate only and we
shall not be liable for any delay in delivery of the Products howsoever caused.
Time for delivery shall not be of the essence of the Contract unless previously
agreed in writing by us. We may deliver the Products in advance of the quoted
delivery date upon giving you reasonable notice.
6.3 If we fail to deliver the Products (or any instalment) for any reason other
than any cause beyond our reasonable control or your fault, and we are
accordingly liable to you, our liability shall be limited to the excess (if
any) of the cost to you (in the cheapest available market) of similar products
to replace those not delivered over the price of the Products.
6.4 If you fail to take delivery of the Products or fail to give us adequate
delivery instructions at the time stated
for delivery then we reserve the right to:
(a) store the Products until actual delivery and charge you for the reasonable
costs (including
insurance) of storage; or
(b) sell the Products at the best price readily obtainable and (after deducting
all reasonable storage
and selling expenses) account to you for the excess over the price under the
Contract or charge
you for any shortfall below the price under the Contract.
7. RISK AND PROPERTY
7.1 All artwork, photographs and specifications sent by you to us shall be
at your risk.
7.2 Risk of damage to or loss of the Products shall pass to you:
(a) in the case of Products to be delivered at our premises, at the time when
we notify you that the
Products are available for collection; or
(b) in the case of Products to be delivered otherwise than at our premises, at
the time of delivery or,
if you fail to take delivery of the Products, the time when we have tendered
delivery of the Products.
7.2 Notwithstanding delivery and the passing of risk in the Products or any
other provision of these Conditions, the legal and equitable property in the Products shall not pass to
you until we have received in cleared funds payment in full of the price of the Products.
7.3 Until such time as the property in the Products passes to you, you shall
hold the Products as our fiduciary agent and bailee, and shall keep the Products separate and properly
stored, protected and insured and identified as our property, but you shall be entitled to resell or
use the Products in the ordinary course of your business.
7.4 Until such time as the property in the Products passes to you (and provided
the Products are still inexistence and have not been resold) we shall be
entitled at any time to require you to deliver up the Products to us and, if
you fail to do so forthwith, to enter upon any premises where the Products are
stored and repossess the Products.
8. WARRANTIES AND LIABILITY
8.1 SUBJECT AS EXPRESSLY PROVIDED IN THESE CONDITIONS, AND EXCEPT WHERE THE
PRODUCTS ARE SOLD TO A PERSON DEALING AS A CONSUMER (WITHIN THE MEANING OF THE UNFAIR CONTRACT TERMS ACT 1977), ALL WARRANTIES, CONDITIONS OR OTHER TERMS IMPLIED BY STATUTE OR COMMON LAW ARE EXCLUDED TO THE FULLEST EXTENT PERMITTED BY THE APPLICABLE LAW.
8.2 Where the Products are sold under a consumer transaction (as defined by the
Consumer Transactions Restrictions on Statements) Order 1976, as amended) your
statutory rights are not affected hereby.
8.3 Any claim by you which is based on any defect in the quality of condition
of the Products or Advertisement or their failure to correspond with specification shall be
notified to us within ten days of receipt of a voucher copy of the Product or
(where the defect or failure was not apparent on reasonable inspection) within
a reasonable time after discover of the defect or failure. If delivery is not
refused, and you do not notify us accordingly, you shall not be entitled to
reject the Products and we shall have no liability for such defect or failure,
and you shall be bound to pay the price as if the Products had been delivered
in accordance with the Contract.
8.4 Where any valid claim in respect of any of the Products/Advertisement which
is based on any defect in the quantity or condition of the
Products/Advertisement or their failure to meet specification is notified to us
in accordance with these Conditions, we shall be entitled to repair or replace
the Products (or the part in question) free of charge, but we shall have no
further liability to you.
8.5 EXCEPT IN RESPECT OF DEATH OR PERSONAL INJURY CAUSED BY OUR NEGLIGENCE, WE
SHALL NOT BE LIABLE TO YOU BY REASON OF ANY REPRESENTATION (UNLESS FRAUDULENT),
OR ANY IMPLIED WARRANTY, CONDITION OR OTHER TERM, OR ANY DUTY AT COMMON LAW OR
UNDER THE EXPRESS TERMS OF THE CONTRACT, FOR ANY INDIRECT, SPECIAL OR CONSEQUENTIAL
LOSS OR DAMAGE (WHETHER FOR LOSS OF PROFIT OR OTHERWISE), COSTS, EXPENSES OR
OTHER CLAIMS FOR COMPENSATION WHATSOEVER (WHETHER CAUSED BY OUR NEGLIGENCE OR
OUR EMPLOYEES, AGENTS OR OTHERWISE) WHICH ARISE OUT OF OR IN CONNECTION WITH
THE SUPPLY OF THE PRODUCTS OR THEIR USE OR RESALE BY YOU, AND OUR ENTIRE
LIABILITY IN CONNECTION WITH THE CONTRACT SHALL NOT EXCEED 120% OF THE PRICE OF
THE PRODUCTS, EXCEPT AS EXPRESSLY PROVIDED IN THESE CONDITIONS.
8.6 You will indemnify us in full against any and all claims, losses or damage
suffered or incurred by us (including but not limited to loss of profit)
arising from your breach of the Conditions.
9. ADVERTISING REGULATIONS
9.1 You undertake and warrant to comply with the Trade Descriptions Act
1968, the British Codes of Advertising and Sales Promotion (as amended) and any
additional regulations or guidelines published from time to time to the extent
that they apply to the Products and the Advertisement, and you shall indemnify
us in respect of any and all claims arising from your failure to comply
therewith.
10. RETURN OF THE GOODS
10.1 We shall only accept the return of any defective Products within 10
days of the date of delivery or within a reasonable time after discovery of the
defect and such Products shall be returned with written notification which must
state the nature of the fault of each item and the invoice number in relation
to the purchase of each item.
10.2 All transportation charges relating to the return of Products will be
borne by y ou unless otherwise agreed in writing, and the risk in the Products
shall remain with you until the Products are received by us and any Products so
returned are despatched by you at your own risk.
10.3 You shall not be entitled to reject part only of the Products delivered in
accordance with these Conditions.
10.4 Any claims against us for Products not credited or replaced will only be
considered where you can provide proof of delivery to us. We will not provide
cash refunds.
10.5 We will at our discretion replace whenever possible Products found to be
defective after examination provided that the Products have been returned in
accordance with these Conditions. We will return products after examination if
they are found not to be defective.
11. YOUR INSOLVENCY
If you make any voluntary arrangement, become bankrupt, insolvent or commit
any other act of bankruptcy, we reserve the right to cancel the Contract or
suspend any further deliveries under the Contract without any liability to you,
and if the Products have been delivered but not paid for the price shall become
immediately due and payable notwithstanding any previous agreement or
arrangement to the contrary. Where you fail to make any payment then the
signatory of the Contract under which payment is due agrees to guarantee such
payment.
12. GENERAL
12.1 We will not liable to you or deemed to be in breach of contract by
reason of delay or failure to perform any of the Company’s obligations if the
delay or failure to due to act cause beyond our reasonable control.
12.2 These Conditions do not purport to confer a benefit on any third party.
12.3 Any notice required or permitted to be given by either party to the other
under these Conditions shall be in writing addressed to the other’s principal
place of business.
12.4 No waiver by us of any breach of the contract by you shall be considered
as a waiver of any
subsequent breach of the same or any other provision.
12.5 If any provision of these Conditions are held by any competent authority
to be invalid or unenforceable in whole or in part, the validity of the
remainder shall not be affected.
12.6 The Contract and these Conditions shall be governed by the laws of
England, and you agree to submit to the exclusive jurisdiction of the English
courts.
If you cannot read these terms for any reason please call 020 7720 1166 or e-mail Rupert Saunders at rupert@pocketlondon.com and we will immediately forward a copy of our terms to you.