Terms and Conditions of Purchase

DEFINITIONS
1. ‘STB Design’ means or refers to Stocks Taylor Benson Limited, 1 Grove Court, Grove Park, Leicester LE19 1SA.
2. ‘The Supplier’ means or refers to the supplier of Goods and or Services to STB Design.
3. ‘Order’ means both STB Design’s official order and orders placed by any other means together with any or all documents/samples/references attached hereto.
4. ‘Authorised Order’ means any Order signed or sanctioned by any person having the actual authority of STB Design to sign or sanction it and it is the Supplier’s responsibility to ensure that such actual authority has been given.
5. ‘The Goods’ means the goods described in the Order to be supplied by the Supplier in accordance with these terms and conditions.
6. ‘The Services’ means the services described in the Order to be supplied by the Supplier in accordance with these terms and conditions.
7. ‘The Specification’ means the description of the Goods and/ or the Services and any other specifications which shall be stated or referred to in the Order.
8. ‘The Agreement’ means the agreement for the purchase of the Goods and/or provision of the Services referred to in an Authorised Order.
INTRODUCTION
1. These are the terms and conditions upon which STB Design engages the Supplier to provide goods and/ or services which will often then form part of goods and/or services to be provided to its own clients pursuant to contractual relations entered into by STB Design and in respect of which the goodwill and business reputation of STB Design is dependent.
THE AUTHORISED ORDER
1. Save where STB Design have expressed otherwise no Order or any Agreement shall be valid and binding upon STB Design unless it is an Authorised Order.
2. The Authorised Order shall be deemed to record all of the terms of the Agreement and no extension or variation thereof shall be valid and binding upon STB Design unless such extension or variation is recorded in writing and signed in accordance with Clause 1 (iv) hereof. These terms and conditions shall apply in place of and prevail over any terms and conditions expressed in correspondence or elsewhere or implied by trade custom or course of dealing unless specifically agreed in writing.
THE GOODS
1. It is a condition of the Agreement that the Goods provided by the Supplier to STB Design shall conform in every particular with the Specification and all other details in the Authorised Order.
2. The Goods shall comply with all of the terms of the Agreement and any other terms and conditions implied by law.
THE SERVICE
1. It is a condition of the Agreement that the Services provided by the Supplier to STB Design shall conform in every particular to the Specification and all other details in the Authorised Order.
2. The Services shall comply with all of the terms of the Agreement and any other terms and conditions imposed by law.
QUALITY CONTROL
1. The Supplier holds itself out as being an expert in its field and STB Design relies upon such expertise in all matters relating to the quality of the Services and the Goods and the time scale of delivery.
2. The Supplier will abide by reasonable instructions of STB Design.
3. STB Design may lay down from time to time detailed standard criteria expected of the suppliers of certain types of goods and services and, if applicable, will pass such criteria to the Supplier and the Supplier will comply with such criteria.
4. Goods supplied will be of satisfactory quality and fit for purpose and will comply with description and conform to any sample previously supplied.
5. Services will be supplied using reasonable skill and care.
6. The nature of the business of STB Design is such that accuracy and consistency of the supply (including but not limited to colour quality and texture) is of particular importance and acceptable tolerance levels in relation thereto are very limited and may even be totally unacceptable where so stated as part of an order.
RIGHT OF REJECTION OF THE GOODS
1. No act on the part of STB Design including payment for the Goods or any part thereof shall constitute acceptance of the Goods until a reasonable time has elapsed after the delivery of the Goods or any instalment thereof and STB Design has had the opportunity to examine the same. If, on such examination, it is found that the Goods or any instalment thereof, do not comply with the Agreement then STB Design shall be entitled (without prejudice to any other right or remedy STB Design may have):
  - To reject the Goods or any part or instalment thereof.
  - In the event of the Goods being delivered by instalment to cancel all/or any subsequent instalment in addition to the instalment which constitutes a breach of these terms and conditions.
  - To require the Supplier in writing to remove at his expense the Goods or any of them from STB Design’s possession within 14 days of STB Design’s instructions to that effect and in the event that they are not so removed within such period then STB Design shall be at liberty to destroy or otherwise dispose of the Goods and charge the Supplier for the cost of doing so.
2. In the event of STB Design cancelling further deliveries in accordance with sub-clause (i) (b) above STB Design shall not be liable to pay to the Supplier for any loss or damage incurred by the Supplier arising out of such cancellation and furthermore STB Design shall not be liable to pay to Supplier any sum whatsoever save for the price of those of the goods delivered and accepted by STB Design (less any deduction to reflect any breach by the Supplier of the terms of the Agreement).
3. STB Design shall be entitled to claim from the Supplier warehouse storage and administrative charges in respect of rejected Goods.
RIGHT OF REJECTION OF THE SERVICE
- In the event that any part of the Services fail fully to comply with any of the terms of the Agreement then STB Design may without prejudice to any other right or remedy which it may have, refuse to allow any subsequent part of the Services to be provided by the Supplier and Stocks Taylor Benson Limited shall not be liable to the Supplier for any loss or damage whether direct or consequential incurred by the Supplier and arising out of such cancellation and furthermore STB Design shall not be liable to pay the Supplier any sum whatsoever save the price for those Services performed and accepted by STB Design (less any deduction to reflect any breach by the Supplier of the terms of the Agreement).
TITLE AND RISK
- Subject as aforesaid ownership of the Goods shall pass to STB Design upon delivery of the Goods (or when instalments are agreed upon delivery of each instalment) or when STB Design has paid 50% of the purchase price to the Supplier whichever is the earlier. The risk in the Goods or any agreed instalment thereof shall pass to STB Design when the Goods have been accepted by STB Design but such risk (and the ownership of the Goods) shall return to the Supplier if and in respect of such of the Goods as may be rejected by STB Design.
DELIVERY OF THE GOODS AND/OR PROVISION OF THE SERVICE
1. Delivery of the Goods shall be made to the offices of Stocks Taylor Benson Limited or as notified in writing by STB Design to the Supplier.
2. The Goods shall be delivered and the Services shall be provided by the specified delivery date. Time shall be of the essence of the Agreement. STB Design shall be entitled to reject the Goods or any of them not delivered by the delivery date and to terminate the Agreement. STB Design may also reject and return such of the goods as were satisfactorily previously supplied as an instalment if, in STB Design’s sole opinion, the failure duly to deliver any further instalment renders it commercially appropriate to reject and return such earlier instalment and STB Design shall be entitled to an immediate and full refund in respect thereof and of all costs expended in connection with such reject of and return of the Goods comprised in said earlier delivered instalment.
3. In the respect of printed material that is being delivered directly to an address other than STB Design then a sample must be delivered to STB Design for approval before the main delivery takes place.
4. Carriage and packing charges will only be accepted if it is so stated in the Authorised Order.
PAYMENT
1. STB Design shall pay to the Supplier the purchase price for the Goods and/or Services stated on the Authorised Order.
2. The purchase price is fully comprehensive and shall include all costs incurred by the Supplier in performing its obligations under the Agreement and no extra charges of any sort whatsoever shall be paid by Stocks Taylor Benson Limited.
3. All Invoices/Credit Notes and statements must be forwarded to: Stocks Taylor Benson Limited, 1 Grove Court, Grove Park, Leicester LE19 1SA (or to such other address as STB Design notifies to the Supplier in writing).
4. Save as provided in these terms or where a payment schedule has been agreed STB Design will settle the purchase price (or if appropriate each agreed instalment) 60 days following the month in which it receives an invoice in respect of the supply.
5. STB Design reserves the right to withhold payment in respect of any disputed or unsatisfactory supply.
COPYRIGHT
1. In the event that Goods are based on or developed from Designs supplied by STB Design (or which STB Design and the Supplier jointly develop or which STB Design commissions the Supplier to Design) then all the copyright and/or all and any other connected intellectual property rights shall be vested in STB Design.
2. The Supplier shall ensure that the Goods do not infringe the intellectual property rights of any other party save where such are supplied from Designs supplied by STB Design and the Supplier indemnifies STB Design and its clients against all costs, claims and liabilities if this shall not be the case.
FORCE MAJEURE
- STB Design reserves the right to require the Supplier to suspend or cancel delivery of the Goods or provisions of the Services or any part thereof in the event that that Buyer is prevented or hindered from accepting delivery of or using the same for reasons beyond STB Design’s control. In this event STB Design shall not be liable to the Supplier for any costs expenses loss or damages (direct or consequential) which the Supplier may incur as a result of such suspension or cancellation beyond the cost of the Goods and/or Services that have previously been supplied [and the cost of the Goods that are in production].
INDEMNITY
- The Supplier shall indemnify STB Design and any client of STB Design for whom the Goods and Services in question were ordered against all costs expenses costs or damage (direct or consequential) incurred by STB Design and its client and arising out of or caused by the failure of the Goods or of the services to comply with any of the provisions of the Agreement or late or non-delivery or non-performance thereof.
SECRECY
- All information provided to the Supplier by STB Design relating to the Agreement or incidental to it shall be regarded as confidential [including the identity of the client of STB Design who will ultimately receive the benefit of the Goods or Services] and shall not be disclosed to any third party without the prior written consent of STB Design save that this Clause shall not apply to any information required to be disclosed by any statutory duty or obligation imposed on the Supplier.
TERMINATION & CANCELLATION
1. STB Design reserve the right upon notice to cancel the Agreement at any time in which case the Supplier shall only be entitled to receive payment for work (supplied or in production) up to the time of the notice.
2. If the Supplier enters into a deed of arrangement or commits an act of bankruptcy or compounds with its creditors or if (being a company) an order is made or a resolution is passed for the winding-up of the Supplier (otherwise than for the purposes of the amalgamation or reconstruction) or if a receiver or administrator is appointed over any of the Supplier’s assets and/or undertaking or if circumstances arise which entitle the Court or any creditor to appoint a receiver or administrator or to make or obtain a winding‑up order or if the Supplier takes or suffers any similar or analogous action in consequence of debt or commits any breach of the Agreement or any other agreement between the Supplier and STB Design, STB Design may without prejudice to any of its other rights and remedies terminate the Agreement forthwith by written notice to that effect.
NON SOLICITATION
- Whilst the Supplier is providing Goods and/or Services in respect of a client of STB Design (and for a period of 12 months thereafter) it will not directly or indirectly approach or solicit work from that client which is of the nature of the work that STB Design are able to supply or procure provided however that this shall not restrict the Supplier from continuing to have business relations with clients of STB Design to whom the Supplier had provided goods and services direct prior to the introduction by STB Design.
SUB-CONTRACTING & ASSIGNMENT
- The Supplier shall not sub-contract or assign any of its rights or obligations under the Agreement without the prior written consent of STB Design.
RIGHT TO SET-OFF
- STB Design shall be entitled to deduct from the purchase price of the Goods or the Services all monies due and owing to STB Design by the Supplier under the Agreement or under any other agreement between the parties.
GOVERNING LAW
- The Agreement shall be construed in all respects in accordance with and be governed by English Law and the Supplier hereby agrees to submit to the jurisdiction of the English Courts.
BREXIT TRIGGER, RENEGOTIATION AND TERMINATION
1. Right to renegotiate or terminate. If a Brexit Trigger Event occurs, STB Design may:
  - require the Supplier to negotiate in good faith an amendment to the relevant Agreement to alleviate the Brexit Trigger Event; and
  - if no such amendment is made to the Agreement within 30 days, terminate the Agreement by giving the Supplier not less than 10 days and not more than 30 days written notice. On termination under this clause, clauses that expressly or impliedly are intended to apply on or following termination shall continue to apply.
2. Brexit Trigger Event means any of the following events occurring at any time after the UK ceases to be a Member State of the European Union:
  - any change in STB Design’s requirements to receive and/or purchase the relevant Goods and/or Services pursuant to the relevant Agreement due to:
    - any termination of any contract between STB Design and any of its customers; or
    - any reduction in fees to be payable to STB Design pursuant to such a customer contract; and/or
  - any [material] reduction in revenue and/or profit of STB Design.
3. Overlap with other rights and obligations. Save as expressly provided in clause 21.2, a Brexit Trigger Event shall not terminate or alter (or give any party a right to terminate or alter) the relevant Agreement, or invalidate any of its terms or discharge or excuse performance under it. If there is an inconsistency between the provisions of this clause and any other provision of the relevant Agreement, the provisions of this clause shall prevail.