Terms of Business

Terms of Business

 

1 Interpretation
1.1 In these Terms:
“CLIENT” means the person who accepts the Seller’s Written quotation for the sale of the Advertising or whose Written order for the Advertising is accepted by the Seller;
“ADVERTISING” means the advertisement which the Seller is to place in its magazine, Payments Cards and Mobile, in accordance with these Terms;
“SELLER” means Payments Cards and Mobile of The Stable, Hall Yard, Kelling, Holt NR257EW, United Kingdom;
“CONTRACT” means the contract for the sale and purchase of the Advertising;
“TERMS” means the standard terms of sale set out in this document and (unless the context otherwise requires) includes any special terms agreed in Writing between the Client and the Seller;
“WRITING”, and any similar expression, including facsimile transmission, electronic mail and comparable means of communication.
1.2 A reference in these Terms to a provision of a statute shall be construed as a reference to that provision as amended, re?enacted or extended at the relevant time.
1.3 The headings in these Terms are for convenience only and shall not affect their interpretation.
2 Basis of the Sale
2.1 The Seller shall sell and the Client shall purchase the Advertising in accordance with the Seller’s Written Contract (if accepted by the Client), or the Client’s Written order (if accepted by the Seller), subject in either case to these Terms, which shall govern the Contract to the exclusion of any other terms subject to which any such Contract is accepted or purported to be accepted, or any such order is made or purported to be made, by the Client.
2.2 No variation to these Terms shall be binding unless agreed in Writing between the authorised representatives of the Client and the Seller.
2.3 The
Seller’s employees or agents
are not authorised to make
any representations concerning
the Advertising unless
confirmed by the Seller
in Writing. In entering
into the Contract the Client
acknowledges that it does
not rely on any such representations
which are not so confirmed,
but nothing in these Terms
affects the liability of
either party for fraudulent
misrepresentation.
2.4 Any
typographical, clerical
or other error or omission
in any sales literature,
quotation, Contract, price
list, acceptance of offer,
invoice or other document
or information issued by
the Seller shall be subject
to correction without any
liability on the part of
the Seller.
3 Orders
and Cancellations
3.1 No
order submitted by the
Client shall be deemed
to be accepted by the Seller
unless and until confirmed
in Writing by the Seller ’s
authorised representative.
3.2 The
Client shall be responsible
to the Seller for ensuring
the accuracy of the terms
of any order submitted
by the Client, and for
giving the Seller any necessary
information relating to
the Advertising within
a sufficient time to enable
the Seller to perform the
Contract in accordance
with its terms.
3.3 No
order which has been accepted
by the Seller may be cancelled
by the Client unless the
Client gives to the Seller
not less than 30 days Written
notice.  If the Order
is not cancelled in accordance
with these Terms the Client
shall indemnify the Seller
in full against all loss
(including loss of profit),
costs (including the cost
of all labour and materials
used), damages, charges
and expenses incurred by
the Seller as a result
of cancellation.
4 Price
4.1 The
price of the Advertising
shall be the Seller’s Contract
price or, where no price
has been quoted (or a quoted
price is no longer valid),
the price listed in the
Seller’s published price
list current at the date
of acceptance of the order.
All prices quoted are valid
for 30 days only or until
earlier acceptance by the
Client, after which time
they may be altered by
the Seller without giving
notice to the Client.
4.2 The
Seller reserves the right,
by giving Written notice
to the Client at any time
before publication, to
increase the price of the
Advertising to reflect
any increase in the cost
to the Seller which is
due to any factor beyond
the control of the Seller
(such as, without limitation,
any foreign exchange fluctuation,
currency regulation, alteration
of duties, significant
increase in the costs of
labour, materials or other
publication costs), any
change in quantities or
specifications for the
Advertising which is requested
by the Client, or any delay
caused by any instructions
of the Client or failure
of the Client to give the
Seller adequate information
or instructions.
4.3 The
price is exclusive of any
applicable Value Added
Tax which the Client shall
be additionally liable
to pay to the Seller.
5 Terms
of Payment
5.1 The
Client shall pay the price
of the Advertising within
30 days of the date of
the Seller’s invoice.  The
time of payment of the
price shall be the essence
of the Contract. Receipts
for payment will be issued
only on request.
5.2 If
the Client fails to make
any payment on the due
date then, without limiting
any other right or remedy
available to the Seller,
the Seller may:
5.2.1 cancel
the contract;
5.2.2 charge
the Client interest (both
before and after any judgment)
on the amount unpaid, at
the rate of 3 per cent
per annum above the Bank
of England base rate from
time to time, until payment
in full is made (a part
of a month being treated
as a full month for the
purpose of calculating
interest).
6 Warranties
and Liability
6.1 Subject
to the following provisions
and unless otherwise specified
in Writing, the Seller
warrants that the Advertising
will correspond with the
Client ’s specification
6.2 The
above warranty is given
by the Seller subject to
the following conditions:
6.2.1 the
Seller shall be under no
liability in respect of
any error in the Advertising
arising from any drawing,
design or specification
supplied by the Client;
6.2.2 the
Seller shall be under no
liability under the above
warranty (or any other
warranty, condition or
guarantee) if the total
price for the Advertising
has not been paid by the
due date for payment.
6.3 Subject
as expressly provided in
these Terms, and except
where the Advertising is
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 law.
6.4 Where
the Advertising is sold
under a consumer transaction
(as defined by the Consumer
Transactions (Restrictions
on Statements) Order 1976)
the statutory rights of
the Client are not affected
by these Terms.
6.5 A
claim by the Client which
is based on any defect
in the quality or failure
to correspond with the
Client’s specification
shall be notified to the
Seller within seven days
from the date of publication.
If the Client does not
notify the Seller accordingly,
the Seller shall have no
liability for such defect
or failure, and the Client
shall be bound to pay the
price as if the Advertising
had been provided in accordance
with the Contract.
6.6 Where
a valid claim in respect
of the Advertising is notified
to the Seller in accordance
with these Terms, the Seller
may replace the Advertising
free of charge in the next
publication or, at the
Seller’s sole discretion,
refund to the Client the
price of the Advertising
(or a proportionate part
of the price), in which
case the Seller shall have
no further liability to
the Client.
6.7 The
Seller shall not be liable
to the Client for loss
of profit or for any indirect,
special or consequential
loss or damage, costs,
expenses or other claims
for compensation whatsoever
(whether caused by the
negligence of the Seller,
its employees or agents
or otherwise) which arise
out of or in connection
with the supply of the
Advertising (including
any delay in supplying
or any failure to supply
the Advertising in accordance
with the Contract or at
all) and in any event the
entire liability of the
Seller under or in connection
with the Contract shall
not exceed the price of
the Advertising, except
as expressly provided in
these Terms.
6.8 The
Seller shall not be liable
to the Client or be deemed
to be in breach of the
Contract by reason of any
delay in performing, or
any failure to perform,
any of the Seller’s obligations
in relation to the Advertising,
if the delay or failure
was due to any cause beyond
the Seller’s reasonable
control. Without limiting
the foregoing, the following
shall be regarded as causes
beyond the Seller ’s reasonable
control:
6.8.1 Act
of God, explosion, flood,
tempest, fire or accident;
6.8.2 war
or threat of war, sabotage,
insurrection, civil disturbance
or requisition;
6.8.3 acts,
restrictions, regulations,
bye?laws, prohibitions
or measures of any kind
on the part of any governmental,
parliamentary or local
authority;
6.8.4 import
or export regulations or
embargoes;
6.8.5 strikes,
lock?outs or other
industrial actions or trade
disputes (whether involving
employees of the Seller
or of a third party);
6.8.6 difficulties
in obtaining raw materials,
labour, fuel, parts or
machinery;
6.8.7 power
failure or breakdown in
machinery.
7 Indemnity
If
a claim is made against
the Seller that the Advertising
infringes the patent, copyright,
design, trade mark or other
industrial or intellectual
property rights of any
other person or legal entity
or the Advertising is libellous
or defamatory of any other
person or legal entity,
the Client shall indemnify
the Seller against all
loss, damages, costs and
expenses awarded against
or incurred by the Seller
in connection with any
such claim, or paid or
agreed to be paid by the
Seller in settlement of
any such claim.
8 Insolvency
of Client
8.1 This
clause 8 applies if:
8.1.1 the
Client makes a voluntary
arrangement with its creditors
or (being an individual
or firm) becomes bankrupt
or (being a company) becomes
subject to an administration
order or goes into liquidation
(otherwise than for the
purposes of amalgamation
or reconstruction); or
8.1.2 an
encumbrancer takes possession,
or a receiver is appointed,
of any of the property
or assets of the Client;
or
8.1.3 the
Client ceases, or threatens
to cease, to carry on business;
or
8.1.4 the
Seller reasonably apprehends
that any of the events
mentioned above is about
to occur in relation to
the Client and notifies
the Client accordingly.
8.2 If
this clause applies then,
without limiting any other
right or remedy available
to the Seller, the Seller
may cancel the Contract
or suspend any further
Advertising under the Contract
without any liability to
the Client, and if the
Advertising has been provided
but not paid for, the price
shall become immediately
due and payable not withstanding
any previous agreement
or arrangement to the contrary.
9 General
9.1 A
notice required or permitted
to be given by either party
to the other under these
Terms shall be in Writing
addressed to that other
party at the last known
address 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.
9.2 No
waiver by the Seller of
any breach of the Contract
by the Client shall be
considered as a waiver
of any subsequent breach
of the same or any other
provision.
9.3 If
any provision of the Contract
is held by a court or other
competent authority to
be invalid or unenforceable
in whole or in part the
validity of the other provisions
of the Contract and the
remainder of the provision
in question shall not be
affected.
9.4 Any
dispute arising under or
in connection with the
Contract or the sale of
the Advertising shall be
referred to arbitration
by a single arbitrator
appointed by agreement
or (in default) nominated
on the application of either
party by the President
for the time being of the
Law Society.
9.5 The
Contract shall be governed
by the laws of England,
and the Client agrees to
submit to the non?exclusive
jurisdiction of the English
courts.
9.6 It
is not intended that any
term of this Contract will
be enforceable by virtue
of the Contracts (Rights
of Third Parties) Act 1999
by any person that is not
a party to it but this
does not affect any right
or remedy of a third party
which exists or is available
apart from under that Act.