Unless expressly agreed otherwise by the Seller and Buyer (as defined below) in writing, these Conditions shall apply to all contracts for the supply of goods or services entered into by the Buyer and Seller.
The Buyer hereby orders and the Seller, by accepting the Order, agrees that it will supply the Goods specified and subject to these Conditions which shall govern the Contract to the exclusion of any other terms and conditions, unless expressly agreed in writing otherwise. Any reference to the Seller’s quotation, specification, price list or like document shall be solely for the purpose of describing the Goods to be supplied and no terms and conditions endorsed upon, delivered with or referred to in such apply to the Contract.
1.1 In these Conditions:-
"Business Day" means any day other than a Saturday, Sunday or bank holiday;
“the Buyer” means CJA Group Ltd, a company registered in England under number 4468103 whose registered office is at 2 London Wall Buildings, London EC2M 5UX;
“these Conditions” means the standard terms and conditions of purchase set out in this document and (unless the context otherwise requires) includes any special terms and conditions expressly agreed in writing between the Buyer and the Seller;
“the Contract” means the contract for the sale and purchase of the Goods constituted by the Seller’s acceptance of the Order in accordance with these Conditions;
“the Goods” means the goods (including any instalment of the goods or any part of them) described in the Order;
“the Order” means the Buyer’s purchase order to which these Conditions apply;
“the Price” means the price of the Goods;
“the Seller” means the organisation accepting “the Order”;
“Specification” includes any data or other information relating to the Goods;
and “Writing” includes facsimile, transmission, electronic mail and comparable means of communication.
1.2 Any reference in these Conditions to a statute or a provision of a statute shall be construed as a reference to that statute or provision as amended, re-enacted or extended at the relevant time.
1.3 The headings in these Conditions are for convenience only and shall not affect their interpretation.
- Basis of Purchase
2.1 The Order constitutes an offer by the Buyer to purchase the Goods subject to these Conditions.
2.2 No variation to the Contract shall be binding unless agreed in writing between the authorised representatives of the Buyer and the Seller.
3.1 The quantity, quality and description of the Goods 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.
3.2 Any design, copywriting or similar 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.
4.1 The Price of the Goods shall be as stated in accordance with ‘the Order’ exclusive of any applicable value added tax (which shall be payable by the Buyer subject to receipt of a VAT invoices);
4.2 The Buyer shall be entitled to any discount for prompt payment, bulk purchase or volume of purchase customarily granted by the Seller, whether or not shown on its own terms and conditions of sale.
5.1 The Seller shall be entitled to invoice the Buyer on or at any time after delivery of the Order, as the case may be, and each invoice shall quote the number of the Order.
5.2 Unless otherwise stated in the Order, the Buyer shall pay the Price of the Goods within the standard terms prescribed by The News Media Association (end of month following invoice) of receipt by the Buyer of a proper invoice.
5.3 The Buyer shall be entitled to set off against the Price any sums owed to the Buyer by the Seller.
- Nonsolicitation of customers and clients
The Seller acknowledges that the Buyer’s Order constitutes Buyer’s valuable trade secrets and assets and Seller agrees to maintain complete confidentiality relating to the existence or contents of the Order for a period of two (2) years after the date of the Order.
6.1 For a period of one (1) year after date of the Order, the Seller (the “Covenanting Party”) agrees not, without the express written consent of the Buyer, in any manner nor for any reason, to circumvent, or attempt to circumvent, the Buyer in any transaction related to the business of the Buyer.
6.2 For a period of one (1) year after the date of the Order the Covenanting Party shall not directly or indirectly solicit or accept any business from, nor enter into negotiations for such business with, sources, contacts or customers of the Buyer or to which the Covenanting Party was originally introduced by the Buyer.
6.3 Notwithstanding the preceding paragraph, the Covenanting Party may accept business from and enter into transactions with third parties who may also be or have been customers of the Buyer if the Covenanting Party did not specifically solicit the particular customer’s business, but rather responded to a general inquiry by that customer based upon the Covenanting Party’s other advertising and marketing campaigns or other meetings or introductions unrelated to the activities of the Buyer.
6.4 For a period of one (1) year after the date of the Order the Covenanting Party shall not:
- directly or indirectly request or advise any customer or client of the Buyer to withdraw, curtail, or cancel such customer's or client's business with the Buyer;
- directly or indirectly disclose to any other person, partnership, corporation or association, the names or addresses of any of the customers or clients of the Buyer;
- make any statement disparaging the Buyer, any member, principal, officer, director, shareholder, employee or agent thereof, to any person, firm, corporation or other business organisation whatsoever.
The Covenanting Party acknowledges and agrees that the Buyer may suffer irreparable harm if the Covenanting Party breaches or threatens to breach its obligations in this Clause 6, and this Clause 6 shall therefore be legally and specifically enforceable (without prejudice to the enforceability of the other terms pursuant to these Conditions). In view of the foregoing, the Buyer and Covenanting Party agree that the Buyer shall be entitled to seek injunctive relief.
Without prejudice to the Buyer’s rights to claim for damages and/or seek injunctive relief, if the Covenanting Party contravenes any of the covenants contained in this Clause 6, the Covenanting Party will immediately and automatically be liable to the Buyer for a sum equal to 33% of the total turnover transacted between the Buyer and Seller for that client or customer and its affiliates and subsidiaries during the previous three years.
- Force Majeure
7.1 In the event that either party is prevented from fulfilling its obligations under this Agreement by reason of any supervening event beyond its control (“FM event”) including but not limited to war, national emergency, flood, earthquake, strike or lockout the party shall not be deemed to be in breach of its obligations under this Agreement. The party shall immediately give notice of this to the other party and must take all reasonable steps to resume performance of its obligations.
7.2 Clause 7.1 shall not apply with respect to strikes and lockouts where such action has been induced by the party so incapacitated.
7.3 If and when the period of such incapacity casued by the FM event exceeds 12 consecutive months then this Agreement shall automatically terminate unless the parties first agree otherwise in writing.
8.1 All communications between the parties about the Contract shall be in writing and delivered by hand or sent by pre-paid first class post or sent by fax or sent by electronic mail:
8.1.1 (in case of communications to the Seller) to its registered office or such changed address as shall be notified to the Buyer by the Seller; or
8.1.2 (in the case of the communications to the Buyer) to the registered office of the addressee (if it is a company) or (in any other case) to any address of the Seller set out in any document which forms part of the Contract or such other address as shall be notified to the Seller by the Buyer.
8.2 Communications shall be deemed to have been received:
8.2.1 if sent by pre-paid first class post, two Business Days after posting (exclusive of the day of posting); or
8.2.2 if delivered by hand, on the day of delivery; or
8.2.3 if sent by fax or electronic mail on a Business Day prior to 4.00 pm, at the time of transmission and otherwise on the next Business Day.
8.3 Communications addressed to the Buyer shall be marked for the attention of the Finance Department
8.4 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.
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.
If any provisions of these Conditions are 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 provisions in question shall not be affected thereby.
- Third Party Rights
A person who is not a party to the Contract shall have no rights under this Contract pursuant to the Contracts (Rights of Third Parties) Act 1999.
- Governing Law and Jurisdiction
The Contract shall be governed by the laws of England and Wales and the parties hereby irrevocably submit to the exclusive jurisdiction of the English and Welsh courts.