Terms & Conditions
Access to the website and to all the content and features available within it may be modified, suspended, withdrawn or discontinued at any time and without any prior notice or explanation.
Use of this website is subject to the following terms:
The content and design of this website is subject to copyright and other intellectual property rights owned by Springfield Business Papers or used under licence from third parties. All such rights must be respected.
Reproduction of this website, or any part of it, in any form is prohibited except that you may: 1. print or download to a local hard disk extracts for your personal use; and 2. copy the content to individual third parties for their personal information, provided that you acknowledge the website as the source of the material and you inform the third party or parties that these terms apply and they agree to comply with them.
For the avoidance of doubt, you may not incorporate any content or material from the website into any other work or publication in any form whatsoever without the express written consent of one of the directors of Springfield Business Papers. Furthermore, no copying for any business or commercial use is allowed.
Information & Content
The information contained on this website (including any guides, surveys, articles or reports) is compiled and/or made available in good faith and reasonable efforts have been made to ensure that it is accurate and up to date. However, Springfield Business Papers gives no representation or warranty in respect of such information and all such representations and warranties, express or implied, are excluded.
We believe, but do not warrant, that the content of this website and any downloads are virus free. We recommend that you carry out your own virus checks.
Where information published on the website is supplied by third parties, this does not signify that Springfield Business Papers controls or endorses such content, or accepts responsibility for the accuracy or otherwise of the information.
Where links to other external websites are published on this website, this is not intended to signify that Springfield Business Papers has reviewed or endorses such websites and/or their content and Springfield Business Papers accepts no responsibility for the content of any linked website. The use of any links to these websites is entirely at your own risk and it is your responsibility to check and comply with the terms and conditions of any linked websites visited.
We are happy to consider requests for external links to be created to this website, but no such links may be created without the prior written consent of a director of Springfield Business Papers.
Your use of this website
You agree to use this website responsibly. You will not use this website for any unlawful purpose and will not supply, post or publish any information that is discriminatory, defamatory, obscene or offensive, or in any other way illegal or unlawful. All information you provide will be true, accurate, complete and up to date and will not mislead or be likely to mislead Springfield Business Papers or any third party for which the information is intended.
You will take reasonable steps to ensure that all information and data files you supply, post or publish to the website are free of viruses, engines, routines or any form of malicious coding and you will not attempt in any way to damage, disrupt, modify or otherwise interfere with the proper and intended operation of this website.
Liability & Disclaimer
Springfield Business Papers excludes liability to the fullest extent permitted by law for any loss or damage howsoever arising out of the use of this website or the reliance upon any content published, posted or supplied on this website.
However, nothing in the above shall exclude Springfield Business Papers' liability (if any) for fraud, for personal injury or death caused by Springfield Business Papers' negligence, or for any other matter which it would be illegal to exclude or attempt to exclude.
The headings contained in these terms and conditions are for convenience only and do not affect their interpretation.
For all enquiries, contact:
Springfield Business Papers
St Ivel Way, Warmley
Bristol BS30 8TY
VAT Registration Number: GB 794 0440 23
Springfield Business Papers Ltd – Terms and Conditions of Sale
The Customer's attention is particularly drawn to the provisions of
clause 13 (Limitation of liability).
1.1 The following definitions and rules of interpretation apply in this
Business Day means a day other than a Saturday, Sunday or public
holiday in England, when banks in London are open for business.
Commencement Date has the meaning given in clause 2.2.
Conditions means these terms and conditions, including for the avoidance
of doubt, the General Conditions and any Special Conditions as amended
from time to time in accordance with clause 17.8.
Contract means the contract between the Supplier and the Customer for
the supply of Goods and/or Services in accordance with these Conditions.
Controller, processor, data subject, personal data, personal data
breach, processing and appropriate technical measures are each as
defined in the Data Protection Legislation.
Customer means the person or firm who purchases the Goods and/or
Services from the Supplier.
Data Protection Legislation means the UK Data Protection Legislation
and any other European Union legislation relating to personal data and all
other legislation and regulatory requirements in force from time to time
which apply to a party relating to the use of personal data (including,
without limitation, the privacy of electronic communications).
Deliverables mean the deliverables set out in the Order produced by the
Supplier for the Customer.
Force Majeure Event has the meaning given to it in clause 16.
General Conditions means these terms and conditions, as amended from
time to time in accordance with clause 17.8.
Goods means the goods (or any part of them) set out in the Order.
Goods Specification means any specification for the Goods, that is agreed
in writing by the Customer and the Supplier.
Intellectual Property Rights means patents, utility models, rights to
inventions, copyright and neighbouring and related rights, moral rights,
trade marks and service marks, business names and domain names, rights
in get-up and trade dress, goodwill and the right to sue for passing off or
unfair competition, rights in designs, rights in computer software, database
rights, rights to use, and protect the confidentiality of, confidential
information (including know-how and trade secrets), and all other
intellectual property rights, in each case whether registered or unregistered
and including all applications and rights to apply for and be granted,
renewals or extensions of, and rights to claim priority from, such rights and
all similar or equivalent rights or forms of protection which subsist or will
subsist now or in the future in any part of the world.
Order means the Customer's order for the supply of Goods and/or Services,
as set out in the Customer's purchase order form, or the Customer's written
acceptance of the Supplier's quotation, or overleaf, as the case may be.
Services means the services, including the Deliverables, supplied by the
Supplier to the Customer as set out in the Service Specification.
Service Specification means the description or specification for the
Services provided in writing by the Supplier to the Customer.
Special Conditions means the additional terms and conditions set out in
the appendices to these General Conditions as amended from time to time
in accordance with clause 17.8 or as agreed between the parties, that apply
in relation to the supply of certain Goods or Services.
Supplier means Springfield Business Papers Limited registered in England
and Wales with company number 09151244.
Supplier Materials has the meaning given in clause 8.1.7.
UK Data Protection Legislation means all applicable data protection and
privacy legislation in force from time to time in the UK including the General
Data Protection Regulation ((EU) 2016/679); the Data Protection Act 2018;
the Privacy and Electronic Communications Directive 2002/58/EC (as
updated by Directive 2009/136/EC) and the Privacy and Electronic
Communications Regulations 2003 (SI 2003/2426) as amended.
1.2 A person includes a natural person, corporate or unincorporated
body (whether or not having separate legal personality).
1.3 A reference to a party includes its successors and permitted assigns.
1.4 A reference to a statute or statutory provision is a reference to it as
amended or re-enacted. A reference to a statute or statutory
provision includes all subordinate legislation made under that statute
or statutory provision.
1.5 Any words following the terms including, include, in particular,
for example or any similar expression shall be construed as
illustrative and shall not limit the sense of the words, description,
definition, phrase or term preceding those terms.
1.6 A reference to writing or written includes fax and email.
2 Basis of contract
2.1 The Order constitutes an offer by the Customer to purchase Goods
and/or Services in accordance with these Conditions.
2.2 The Order shall only be deemed to be accepted when the Supplier
issues written acceptance of the Order at which point and on which
date the Contract shall come into existence (“Commencement
2.3 Any samples, drawings, descriptive matter or advertising issued by
the Supplier and any descriptions of the Goods or illustrations or
descriptions of the Services contained in the Supplier's catalogues or
brochures are issued or published for the sole purpose of giving an
approximate idea of the Services and/or Goods described in them.
They shall not form part of the Contract or have any contractual force.
2.4 These Conditions apply to the Contract to the exclusion of any other
terms that the Customer seeks to impose or incorporate, or which
are implied by trade, custom, practice or course of dealing.
2.5 Any quotation given by the Supplier shall not constitute an offer, and
is only valid for a period of 20 Business Days from its date of issue.
2.6 All of these Conditions shall apply to the supply of both Goods and
Services except where application to one or the other is specified.
3.1 The Goods are described in the Supplier's catalogue as modified by
any applicable Goods Specification.
3.2 The Supplier reserves the right to amend the Goods Specification if
required by any applicable statutory or regulatory requirement, and
the Supplier shall notify the Customer in any such event.
4 Delivery of Goods
4.1 The Supplier shall ensure that:
4.1.1 each delivery of the Goods is accompanied by a delivery note which
shows the date of the Order, the type and quantity of the Goods
(including the code number of the Goods, where applicable), special
storage instructions (if any) and, if the Order is being delivered by
instalments, the outstanding balance of Goods remaining to be
4.1.2 it states clearly on the delivery note any requirement for the
Customer to return any packaging material to the Supplier. The
Customer shall make any such packaging materials available for
collection at such times as the Supplier shall reasonably request.
4.2 Delivery of the Goods shall be made by the Supplier (or any third
party appointed by the Supplier for such purpose) delivering the
Goods to the Customer's premises or where agreed between the
parties, by the Customer collecting the Goods from the Supplier's
premises at any time after the Supplier has notified the Customer
that the Goods are ready for collection.
4.3 Delivery of the Goods shall be completed on the completion of
unloading or loading (as the case may be) of the Goods at the
relevant delivery location.
4.4 Any dates quoted for delivery of the Goods are approximate only, and
the time of delivery is not of the essence. The Supplier shall not be
liable for any delay in delivery of the Goods that is caused by a Force
Majeure Event or the Customer’s failure to provide the Supplier with
adequate delivery instructions or any other instructions that are
relevant to the supply of the Goods.
4.5 If the Supplier fails to deliver the Goods, its liability shall be limited
to the costs and expenses incurred by the Customer in obtaining
replacement goods of similar description and quality in the cheapest
market available, less the price of the Goods. The Supplier shall have
no liability for any failure to deliver the Goods to the extent that such
failure is caused by a Force Majeure Event or the Customer’s failure
to provide the Supplier with adequate delivery instructions for the
Goods or any relevant instruction related to the supply of the Goods.
4.6 If the Customer fails to take or accept delivery of the Goods within
three Business Days of the Supplier notifying the Customer that the
Goods are ready, then except where such failure or delay is caused
by a Force Majeure Event or by the Supplier’s failure to comply with
its obligations under the Contract in respect of the Goods:
4.6.1 delivery of the Goods shall be deemed to have been completed at
9.00 am on the third Business Day following the day on which the
Supplier notified the Customer that the Goods were ready; or
4.6.2 the Supplier shall store the Goods until delivery takes place, and
charge the Customer for all related costs and expenses (including
4.7 If ten Business Days after the Supplier notified the Customer that the
Goods were ready for delivery the Customer has not taken or
accepted delivery of them, the Supplier may resell or otherwise
dispose of part or all of the Goods and, after deducting reasonable
storage and selling costs, account to the Customer for any excess
over the price of the Goods or charge the Customer for any shortfall
below the price of the Goods.
4.8 The Supplier may deliver the Goods by instalments, which shall be
invoiced and paid for separately. Each instalment shall constitute a
separate contract. Any delay in delivery or defect in an instalment
shall not entitle the Customer to cancel any other instalment.
5 Quality of Goods
5.1 The Supplier warrants that on delivery the Goods shall:
5.1.1 conform in all material respects with their description and any
applicable Goods Specification; and
5.1.2 be free from material defects in design, material and workmanship.
5.2 Subject to clause 5.3, the Supplier shall, at its option, repair or
replace the defective Goods, or refund the price of the defective
Goods in full if:
5.2.1 the Customer gives notice in writing within a reasonable time of
discovery that some or all of the Goods do not comply with the
warranty set out in clause 5.1;
5.2.2 the Supplier is given a reasonable opportunity of examining such
5.2.3 the Customer (if asked to do so by the Supplier) returns such Goods
to the Supplier's place of business at the Customer's cost.
5.3 The Supplier shall not be liable for the Goods' failure to comply with
the warranty in clause 5.1 if:
5.3.1 the Customer makes any further use of such Goods after giving a
notice in accordance with clause 5.2;
5.3.2 the defect arises because the Customer failed to follow the Supplier's
oral or written instructions as to the storage, installation,
commissioning, use or maintenance of the Goods or (if there are
none) good trade practice;
5.3.3 the defect arises as a result of the Supplier following any drawing,
design or Goods Specification supplied by the Customer;
5.3.4 the Customer alters or repairs such Goods without the written
consent of the Supplier;
5.3.5 the defect arises as a result of fair wear and tear, wilful damage,
negligence, or abnormal working conditions; or
5.3.6 the Goods differ from their description or the Goods Specification as
a result of changes made to ensure they comply with applicable
statutory or regulatory standards.
5.4 Except as provided in this clause 5, the Supplier shall have no liability
to the Customer in respect of the Goods' failure to comply with the
warranty set out in clause 5.1.
5.5 The terms of these Conditions shall apply to any repaired or
replacement Goods supplied by the Supplier.
6 Title and risk
6.1 The risk in the Goods shall pass to the Customer on completion of
6.2 Subject to the Special Conditions set out in Appendix 1 in relation to
Fixed Price Purchasing, title to the Goods shall not pass to the
Customer until the earlier of:
6.2.1 the Supplier receives payment in full (in cash or cleared funds) for
the Goods and any other goods that the Supplier has supplied to the
Customer in respect of which payment has become due, in which case
title to the Goods shall pass at the time of payment of all such sums;
6.2.2 the Customer resells the Goods, in which case title to the Goods shall
pass to the Customer at the time specified in Clause 6.4.
6.3 Until title to the Goods has passed to the Customer, the Customer
6.3.1 store the Goods separately from all other goods held by the Customer
so that they remain readily identifiable as the Supplier’s property;
6.3.2 not remove, deface or obscure any identifying mark or packaging on
or relating to the Goods;
6.3.3 maintain the Goods in satisfactory condition and keep them insured
against all risks for their full price on the Supplier’s behalf from the
date of delivery;
6.3.4 notify the Supplier immediately if it becomes subject to any of the
events listed in Clause 14.2.2 to Clause 14.2.4; and
6.3.5 give the Supplier such information relating to the Goods as the
Supplier may require from time to time.
6.4 Subject to Clause 6.5, the Customer may resell or use the Goods in
the ordinary course of its business (but not otherwise) before the
Supplier receives payment for the Goods. However, if the Customer
resells the Goods before that time:
6.4.1 it does so as principal and not as the Supplier’s agent; and
6.4.2 title to the Goods shall pass from the Supplier to the Customer
immediately before the time at which resale by the Customer occurs.
6.5 If before title to the Goods passes to the Customer the Customer
becomes subject to any of the events listed in Clause 14.2.2 to Clause
14.2.4, then, without limiting any other right or remedy the Supplier
6.5.1 the Customer’s right to resell Goods or use them in the ordinary
course of its business ceases immediately; and
6.5.2 the Supplier may at any time:
(a) require the Customer to deliver up all Goods in its possession which
have not been resold, or irrevocably incorporated into another
(b) if the Customer fails to do so promptly, enter any premises of the
Customer or of any third party where the Goods are stored in order
to recover them.
7 Supply of Services
7.1 The Supplier shall supply the Services to the Customer in accordance
with the relevant Service Specification in all material respects.
7.2 The Supplier shall use all reasonable endeavours to meet any
performance dates for the Services specified in the Order, but any
such dates shall be estimates only and time shall not be of the
essence for the performance of the Services.
7.3 The Supplier reserves the right to amend the Service Specification if
necessary to comply with any applicable law or regulatory
requirement, or if the amendment will not materially affect the nature
or quality of the Services, and the Supplier shall notify the Customer
in any such event.
7.4 The Supplier warrants to the Customer that the Services will be
provided using reasonable care and skill.
8 Customer's obligations
8.1 The Customer shall:
8.1.1 ensure that the terms of the Order and any information it provides
in the Service Specification and the Goods Specification are
complete and accurate;
8.1.2 co-operate with the Supplier in all matters relating to the Services;
8.1.3 provide the Supplier, its employees, agents, consultants and
subcontractors, with access to the Customer's premises, office
accommodation and other facilities as reasonably required by the
Supplier to provide the Services;
8.1.4 provide the Supplier with such information and materials as the
Supplier may reasonably require in order to supply the Services,
and ensure that such information is complete and accurate in all
8.1.5 obtain and maintain all necessary licences, permissions and
consents which may be required for the Services before the date
on which the Services are to start;
8.1.6 comply with all applicable laws, including health and safety laws;
8.1.7 keep all materials, equipment, documents and other property of
the Supplier (“Supplier Materials”) at the Customer's premises in
safe custody at its own risk, maintain the Supplier Materials in good
condition until returned to the Supplier, and not dispose of or use
the Supplier Materials other than in accordance with the Supplier's
written instructions or authorisation; and
8.1.8 comply with any additional obligations as set out in the Service
Specification and the Goods Specification.
8.2 If the Supplier's performance of any of its obligations under the
Contract is prevented or delayed by any act or omission by the
Customer or failure by the Customer to perform any relevant
obligation (“Customer Default”):
8.2.1 without limiting or affecting any other right or remedy available to
it, the Supplier shall have the right to suspend performance of the
Services until the Customer remedies the Customer Default, and to
rely on the Customer Default to relieve it from the performance of
any of its obligations in each case to the extent the Customer
Default prevents or delays the Supplier's performance of any of its
8.2.2 the Supplier shall not be liable for any costs or losses sustained or
incurred by the Customer arising directly or indirectly from the
Supplier's failure or delay to perform any of its obligations as set
out in this clause 8.2; and
8.2.3 the Customer shall reimburse the Supplier on written demand for
any costs or losses sustained or incurred by the Supplier arising
directly or indirectly from the Customer Default.
9 Charges and payment
9.1 The price for Goods:
9.1.1 shall be the price set out in the Order or, if no price is quoted, the
price set out in the Supplier's published price list as at the date of
the Order; and
9.1.2 shall be exclusive of all costs and charges of packaging, insurance,
transport of the Goods, which shall be invoiced to the Customer.
9.2 The charges for the Services shall be set out in the Order.
9.3 The Supplier reserves the right to:
9.3.1 increase the charges for the Services on an annual basis with effect
from each anniversary of the Commencement Date in line with the
percentage increase in the Retail Prices Index in the preceding 12-
month period and the first such increase shall take effect on the
first anniversary of the Commencement Date and shall be based on
the latest available figure for the percentage increase in the Retail
9.3.2 increase the price of the Goods, by giving notice to the Customer
at any time before delivery, to reflect any increase in the cost of
the Goods to the Supplier that is due to:
(a) any factor beyond the control of the Supplier (including foreign
exchange fluctuations, increases in taxes and duties, and increases
in labour, materials and other manufacturing costs);
(b) any request by the Customer to change the delivery date(s),
quantities or types of Goods ordered, or the Goods Specification;
(c) any delay caused by any instructions of the Customer in respect of
the Goods or failure of the Customer to give the Supplier adequate
or accurate information or instructions in respect of the Goods.
9.4 Unless specified in an Order, in respect of Goods the Supplier shall
invoice the Customer on or at any time after completion of delivery.
In respect of Services, the Supplier shall invoice the Customer in
advance of the Services being supplied.
9.5 Unless specified in an Order or agreed in writing with the Supplier,
the Customer shall pay each invoice submitted by the Supplier:
9.5.1 within 30 days of the end of the month of the invoice; and
9.5.2 in full and in cleared funds to a bank account nominated in writing
by the Supplier, and
9.5.3 time for payment shall be of the essence of the Contract.
9.6 All amounts payable by the Customer under the Contract are
exclusive of amounts in respect of value added tax chargeable from
time to time (“VAT”). Where any taxable supply for VAT purposes
is made under the Contract by the Supplier to the Customer, the
Customer shall, on receipt of a valid VAT invoice from the Supplier,
pay to the Supplier such additional amounts in respect of VAT as
are chargeable on the supply of the Services or Goods at the same
time as payment is due for the supply of the Services or Goods.
9.7 If the Customer fails to make a payment due to the Supplier under
the Contract by the due date, then, without limiting the Supplier's
remedies under clause 14 (Termination), the Customer shall pay
interest on the overdue sum from the due date until payment of
the overdue sum, whether before or after judgment. Interest under
this clause 9.7 will accrue each day at 4% a year above the Bank
of England's base rate from time to time, but at 4% a year for any
period when that base rate is below 0%.
9.8 All amounts due under the Contract shall be paid in full without any
set-off, counterclaim, deduction or withholding (other than any
deduction or withholding of tax as required by law).
10 Intellectual property rights
10.1 All Intellectual Property Rights in or arising out of or in connection
with the Services (other than Intellectual Property Rights in any
materials provided by the Customer) shall be owned by the Supplier.
11 Data protection
11.1 Both parties will comply with all applicable requirements of the Data
Protection Legislation. This clause 11 is in addition to, and does not
relieve, remove or replace, a party's obligations or rights under the
Data Protection Legislation.
11.2 The parties acknowledge that for the purposes of the Data
Protection Legislation, in the context of this Contract and only for
the duration of this Contract, the Customer is the controller and the
Supplier may be the processor of any personal data contained in
materials supplied by the Customer to the Supplier.
11.3 Without prejudice to the generality of clause 11.1, the Customer
will ensure that it has all necessary appropriate consents and
notices in place to enable lawful transfer of the personal data to the
Supplier for the duration and purposes of the Contract.
11.4 Without prejudice to the generality of clause 11.1, the Supplier
shall, in relation to any personal data processed in connection with
the performance by the Supplier of its obligations under the
11.4.1 process that personal data only on the documented written
instructions (which shall, unless otherwise agreed, be to process
personal data as necessary in order to provide the Services under
the Contract) of the Customer unless the Supplier is required to do
otherwise by Data Protection Legislation in which case Supplier
shall promptly inform Customer of this . unless prohibited from
11.4.2 ensure that it has in place appropriate technical and organisational
measures, to protect against unauthorised or unlawful processing
of personal data and against accidental loss or destruction of, or
damage to, personal data, appropriate to the harm that might
result from the unauthorised or unlawful processing or accidental
loss, destruction or damage and the nature of the data to be
protected, having regard to the state of technological development
and the cost of implementing any measures (those measures may
include, where appropriate, pseudonymising and encrypting
personal data, ensuring confidentiality, integrity, availability and
resilience of its systems and services, ensuring that availability of
and access to personal data can be restored in a timely manner
after an incident, and regularly assessing and evaluating the
effectiveness of the technical and organisational measures adopted
11.4.3 ensure that all personnel who have access to and/or process
personal data are obliged to keep the personal data confidential;
11.4.4 not transfer any personal data outside of the European Economic
Area unless the following conditions are fulfilled:
(a) the Customer or the Supplier has provided appropriate safeguards
in relation to the transfer;
(b) the data subject (as defined in the Data Protection Legislation) has
enforceable rights and effective legal remedies;
(c) the Supplier complies with its obligations under the Data Protection
Legislation by providing an adequate level of protection to any
personal data that is transferred; and
(d) the Supplier complies with reasonable instructions notified to it in
advance by the Customer with respect to the processing of the
11.4.5 assist the Customer, at the Customer's cost, in responding to any
request from a data subject and in ensuring compliance with its
obligations under the Data Protection Legislation with respect to
security, breach notifications, impact assessments and
consultations with supervisory authorities or regulators;
11.4.6 notify the Customer without undue delay on becoming aware of a
personal data breach;
11.4.7 at the written direction of the Customer, delete or return personal
data and copies thereof to the Customer on termination of the
Contract unless required by Data Protection Legislation to store the
personal data; and
11.4.8 maintain complete and accurate records and information to
demonstrate its compliance with this clause 11 and immediately
inform the Customer if, in the opinion of the Supplier, an instruction
infringes the Data Protection Legislation.
11.5 The Customer generally authorises the appointment by the
Supplier of any sub-contractors to process the personal data (“subprocessors”)
who may from time to time be engaged by the
Supplier as a sub-processor of Personal Data under the Contract.
The Supplier confirms that it has entered or (as the case may be)
will enter with the sub-processor into a written agreement
incorporating terms which are substantially similar to those set out
in this clause 11 and in either case which the Supplier confirms
reflect and will continue to reflect the requirements of the Data
Protection Legislation. As between the Customer and the Supplier,
the Supplier shall remain fully liable for all acts or omissions of any
third party processor appointed by it pursuant to this clause 11.
12.1 Each party undertakes that it shall not at any time disclose to any
person any confidential information concerning the business,
affairs, customers, clients or suppliers of the other party, except as
permitted by clause 12.2.
12.2 Each party may disclose the other party's confidential information:
12.2.1 to its employees, officers, representatives, subcontractors or
advisers who need to know such information for the purposes of
carrying out the party's obligations under the Contract. Each party
shall ensure that its employees, officers, representatives,
subcontractors or advisers to whom it discloses the other party's
confidential information comply with this Clause 12; and
12.2.2 as may be required by law, a court of competent jurisdiction or any
governmental or regulatory authority.
12.3 Neither party shall use the other party's confidential information for
any purpose other than to perform its obligations under the
13 Limitation of liability: THE CUSTOMER'S ATTENTION IS
PARTICULARLY DRAWN TO THIS CLAUSE.
13.1 The following provisions in this clause 13 set out the Supplier’s
entire liability (including any liability for the acts and omissions of
its employees, agents or subcontractors) in respect of any breach
of its obligations arising under or in connection with the Contract
(whether in contract, tort (including negligence), breach of
statutory duty, restitution or otherwise).
13.2 Nothing in the Contract limits any liability which cannot legally be
limited, including but not limited to liability for:
13.2.1 death or personal injury caused by negligence;
13.2.2 fraud or fraudulent misrepresentation; and
13.2.3 breach of the terms implied by section 12 of the Sale of Goods Act
1979 or section 2 of the Supply of Goods and Services Act 1982
(title and quiet possession).
13.3 Subject to clauses 13.1, 13.2, 13.4 and 13.5 (and any Special
Conditions) the total aggregate liability of the Supplier to the
Customer under or in relation to the Contract (whether in contract,
tort (including negligence), breach of statutory duty, restitution or
otherwise) in respect of all and any loss or damage arising in one
Year howsoever caused will be limited to 100% of the Charges
payable by the Customer under the Contract in the Year in which
the relevant loss or damage arose.
13.4 Except as provided under clause 13.2, the Supplier will be under
no liability to the Customer (whether in contract, tort (including
negligence), breach of statutory duty, restitution or otherwise) for
any of the following types of losses (whether those losses arise
directly in the normal course of business or otherwise):
13.4.1 pure economic loss, loss of profits, loss of business, loss of revenue,
loss of contract, loss or depletion of goodwill and/or business
opportunity, loss of anticipated earnings or savings or like loss; or
13.4.2 wasted management, operational or other time; or
13.4.3 any special, indirect or consequential losses.
13.5 Except as set out expressly in the Contract, the Supplier hereby
excludes to the fullest extent permissible in law, all conditions,
warranties and stipulations, express or implied, statutory,
customary or otherwise which, but for such exclusion, would or
might subsist in favour of the Customer.
13.6 For the purposes of this clause 13, a “Year” will mean a 365 day
period (or a 366 day period if that period encompasses 29th
February) commencing either on the Commencement Date or any
anniversary of such date.
13.7 The Supplier has given commitments as to compliance of the Goods
and Services with relevant specifications in clause 5 and clause 7.
In view of these commitments, the terms implied by sections 13 to
15 of the Sale of Goods Act 1979 and sections 3, 4 and 5 of the
Supply of Goods and Services Act 1982 are, to the fullest extent
permitted by law, excluded from this agreement.
13.8 This clause 13 shall survive termination of the Contract.
14.1 Without affecting any other right or remedy available to it, the
Supplier may terminate the Contract by giving the Customer not
less than three months' written notice.
14.2 Without affecting any other right or remedy available to it, either
party may terminate the Contract with immediate effect by giving
written notice to the other party if:
14.2.1 the other party commits a material breach of its obligations under
the Contract and (if such breach is remediable) fails to remedy that
breach within 14 days after receipt of notice in writing to do so;
14.2.2 the other party takes any step or action in connection with its
entering administration, provisional liquidation or any composition
or arrangement with its creditors (other than in relation to a solvent
restructuring), being wound up (whether voluntarily or by order of
the court, unless for the purpose of a solvent restructuring), having
a receiver appointed to any of its assets or ceasing to carry on
business or, if the step or action is taken in another jurisdiction, in
connection with any analogous procedure in the relevant
14.2.3 the other party suspends, or threatens to suspend, or ceases or
threatens to cease to carry on all or a substantial part of its
14.2.4 the other party's financial position deteriorates to such an extent
that in the terminating party's opinion the other party's capability
to adequately fulfil its obligations under the Contract has been
placed in jeopardy.
14.3 Without affecting any other right or remedy available to it, the
Supplier may terminate the Contract with immediate effect by
giving written notice to the Customer if the Customer fails to pay
any amount due under the Contract on the due date for payment.
14.4 Without affecting any other right or remedy available to it, the
Supplier may suspend the supply of Services or all further
deliveries of Goods under the Contract or any other contract
between the Customer and the Supplier if the Customer fails to pay
any amount due under the Contract on the due date for payment,
the Customer becomes subject to any of the events listed in clause
14.2.2 to clause 14.2.4, or the Supplier reasonably believes that
the Customer is about to become subject to any of them.
15 Consequences of termination
15.1 On termination of the Contract:
15.1.1 the Customer shall immediately pay to the Supplier all of the
Supplier's outstanding unpaid invoices and interest and, in respect
of Services and Goods supplied but for which no invoice has been
submitted, the Supplier shall submit an invoice, which shall be
payable by the Customer immediately on receipt;
15.1.2 the Customer shall return all of the Supplier Materials and any
Deliverables or Goods which have not been fully paid for. If the
Customer fails to do so, then the Supplier may enter the
Customer's premises and take possession of them. Until they have
been returned, the Customer shall be solely responsible for their
safe keeping and will not use them for any purpose not connected
with the Contract.
15.2 Termination or expiry of the Contract shall not affect any rights,
remedies, obligations and liabilities of the parties that have accrued
up to the date of termination or expiry, including the right to claim
damages in respect of any breach of the Contract which existed at
or before the date of termination or expiry.
15.3 Any provision of the Contract that expressly or by implication is
intended to have effect after termination or expiry shall continue in
full force and effect.
16 Force majeure
Neither party shall be in breach of the Contract nor liable for delay in
performing or failure to perform, any of its obligations under the
Contract if such delay or failure result from events, circumstances or
causes beyond its reasonable control (a “Force Majeure Event”).
17.1 Assignment and other dealings
17.1.1 The Supplier may at any time assign, mortgage, charge,
subcontract, delegate, declare a trust over or deal in any other
manner with any or all of its rights and obligations under the
17.1.2 The Customer shall not assign, transfer, mortgage, charge,
subcontract, delegate, declare a trust over or deal in any other
manner with any of its rights and obligations under the Contract.
17.2.1 Any notice or other communication given to a party under or in
connection with this agreement shall be in writing and shall be:
(a) delivered by hand or by pre-paid first-class post or other next
working day delivery service at its registered office (if a company)
or its principal place of business (in any other case); or
(b) sent by fax to its main fax number or sent by email to the address
specified in the Order.
17.2.2 Any notice or communication shall be deemed to have been
(a) if delivered by hand, on signature of a delivery receipt or at the
time the notice is left at the proper address; and
(b) if sent by pre-paid first-class post or other next working day
delivery service, at 9.00 am on the second Business Day after
posting or at the time recorded by the delivery service; and
(c) if sent by fax or email, at the time of transmission, or, if this time
falls outside business hours in the place of receipt, when business
hours resume. In this clause (c), business hours means 9.00am to
5.00pm Monday to Friday on a day that is not a public holiday in
the place of receipt.
17.2.3 This clause does not apply to the service of any proceedings or
other documents in any legal action or, where applicable, any
arbitration or other method of dispute resolution.
17.3 Severance. If any provision or part-provision of the Contract is or
becomes invalid, illegal or unenforceable, it shall be deemed
modified to the minimum extent necessary to make it valid, legal
and enforceable. If such modification is not possible, the relevant
provision or part-provision shall be deemed deleted. Any
modification to or deletion of a provision or part-provision under
this clause shall not affect the validity and enforceability of the rest
of the Contract.
17.4 Waiver. A waiver of any right or remedy under the Contract or by
law is only effective if given in writing and shall not be deemed a
waiver of any subsequent right or remedy. A failure or delay by a
party to exercise any right or remedy provided under the Contract
or by law shall not constitute a waiver of that or any other right or
remedy, nor shall it prevent or restrict any further exercise of that
or any other right or remedy. No single or partial exercise of any
right or remedy provided under the Contract or by law shall prevent
or restrict the further exercise of that or any other right or remedy.
17.5 No partnership or agency. Nothing in the Contract is intended
to, or shall be deemed to, establish any partnership or joint venture
between the parties, constitute either party the agent of the other,
or authorise either party to make or enter into any commitments
for or on behalf of the other party.
17.6 Entire agreement.
17.6.1 The Contract constitutes the entire agreement between the parties
and supersedes and extinguishes all previous agreements,
promises, assurances, warranties, representations and
understandings between them, whether written or oral, relating to
its subject matter.
17.6.2 Each party acknowledges that in entering into the Contract it does
not rely on, and shall have no remedies in respect of any statement,
representation, assurance or warranty (whether made innocently
or negligently) that is not set out in the Contract. Each party agrees
that it shall have no claim for innocent or negligent
misrepresentation or negligent misrepresentation based on any
statement in the Contract.
17.6.3 Nothing in this clause shall limit or exclude any liability for fraud.
17.7 Third parties rights.
17.7.1 Unless it expressly states otherwise, the Contract does not give rise
to any rights under the Contracts (Rights of Third Parties) Act 1999
to enforce any term of the Contract.
17.7.2 The rights of the parties to rescind or vary the Contract are not
subject to the consent of any other person.
17.8 Variation. Except as set out in these Conditions, no variation of
the Contract shall be effective unless it is agreed in writing and
signed by the parties (or their authorised representatives).
17.9 Governing law. The Contract and any dispute or claim (including
non-contractual disputes or claims) arising out of or in connection
with it or its subject matter or formation shall be governed by and
construed in accordance with the law of England and Wales.
17.10 Jurisdiction. Each party irrevocably agrees that the courts of
England and Wales shall have exclusive jurisdiction to settle any
dispute or claim (including non-contractual disputes or claims)
arising out of or in connection with the Contract or its subject
matter or formation.
Special Conditions – Fixed Price Purchasing & Call-Off Service
1 Special Conditions – Fixed Price Purchasing & Call-Off Service
1.1 The Special Conditions set out in this Appendix 1 apply in addition to
the General Conditions in respect of the provision of Fixed Price
1.2 In the event of any conflict between the General Conditions and these
Special Conditions, these Special Conditions shall take precedence.
2.1 In this Appendix 1:
“Consignment” means a specific quantity (up to and including the
total Pre-Paid Quantity) of Product requested for delivery or collection
by the Customer.
“Consignment Request” means a request, in accordance with the
Special Conditions set out in this Appendix 1, from the Customer to
the Supplier for the delivery or collection of a Consignment of the
Pre-Paid Quantity of Product.
“Fixed Price Purchasing” means the purchasing of a bulk quantity
of a Product from the Supplier whereby a Customer takes delivery of
the Product ordered in separate Consignments over a twelve month
period at a fixed Price.
“Pre-Paid Quantity” means the total quantity of Product specified in
an Order for Fixed Price Purchasing.
“Product” means the Goods specified in an Order.
3 Consignment Call-Off Process
3.1 Where agreed within an Order, deliveries of Consignments will be
made by the Supplier in accordance with the agreed instructions. If
there is no agreed delivery schedule the Supplier will deliver each
Consignment as soon as reasonably practicable after the Customer
has requested the delivery of a Consignment, subject to the minimum
Consignment size (as set out in the Order). With each Consignment
a delivery note will be provided confirming the amount delivered &
the balance remaining of the Pre-Paid Quantity.
4 Title and Risk
4.1 Title and risk to the Product purchased shall not pass to the
Customer, irrespective of the Supplier receiving payment in full for
the Pre-Paid Quantity, upon payment, instead title and risk in the
Product comprised in a Consignment shall pass to the Customer upon
the unloading of the Consignment at the Customer's premises or
where agreed between the parties, the loading of a Consignment
collected by the Customer from the Supplier's premises.
5.1 Subject to Clause 5.2, should the Customer fail to take delivery of
the Pre-Paid Quantity within 12 months of the Commencement Date,
the Supplier shall be entitled to charge the Customer, as an additional
cost, a monthly storage charge equivalent to 4% of the value of the
undelivered goods. Should any such storage charges not be settled
in full within 30 days of the end of the month following the invoice,
the Customer’s entitlement to receive the balance of the Pre-Paid
Quantity shall immediately cease and for the avoidance of doubt no
refund of the Charges shall be due from the Supplier to the Customer.
5.2 Should the Customer fail to take delivery of the Pre-Paid Quantity of
a bespoke Product within 12 months of the Commencement Date, the
Supplier shall be entitled to charge the Customer, as an additional
cost, such storage charges as the Supplier (acting reasonably) sees
Special Conditions – Document Destruction
1 Special Conditions – Document Destruction Services
1.1 The Special Conditions set out in this Appendix 2 apply in addition to
the General Conditions in respect of the provision of Document
1.2 In the event of any conflict between the General Conditions and these
Special Conditions, these Special Conditions shall take precedence.
2.1 In this Appendix 2:
"Certificate of Destruction" means the document that the Supplier
provides to the Customer as confirmation that the document
destruction process has been completed with respect to certain
"Confidential Materials" means any materials that are placed within
the Supplier’s Confidential Waste Bins located on the Customer’s
business premises or which are designated as such by the Customer.
"Confidential Waste Bins" means the containers (including without
limitation bins, bags and boxes) rented by the Customer and supplied
by the Supplier for the collection and storage of the Customer’s
“Document Destruction Services” means the document destruction
services as set out in the Conditions and an Order.
“Shredded Materials” means the waste materials that is produced by
the Supplier’s mechanical shredding devices during the Shredding
“Shredding Process” means the destruction of the Customer’s
Confidential Materials through use of mechanical shredding devices in
accordance with the British Standard EN 15713:2009.
3.1 The Document Destruction Services shall be supplied for the period
specified in the Order or in the absence of being specified in the
Order, for a period of 12 months starting from the date of the first
collection of the Confidential Materials from the Customer’s premises
(the “Initial Term”) and shall automatically extend for the same
period as specified in the Order or in the absence of having been
specified in the Order, for 12 months, (the “Extended Term”) at the
end of the Initial Term and at the end of each Extended Term unless
either party gives written notice to the other party, not later than 90
days’ before the end of the Initial Term or the relevant Extended
Term, to terminate the Contract at the end of the Initial Term or the
relevant Extended Term, as the case may be or the Contract is
terminated by the Supplier or the Customer in accordance with the
4 Document Destruction Services
4.1 The Supplier will:
4.1.1 provide the Customer with a reasonable supply of Confidential Waste
4.1.2 collect the Customer’s Confidential Materials on a regularly scheduled
basis (as reasonably determined by the Supplier and the Customer);
4.1.3 upon collection of the Customer’s Confidential Materials, destroy
either on-site, at an approved sub-contractor’s premises or at its own
premises the Confidential Materials through the Shredding Process;
4.1.4 provide the Customer with a Waste Transfer Advice Note in
compliance with the standards laid down by the Environmental
Protection Act 1990 detailing the total quantity of waste collected;
4.1.5 at the conclusion of the Shredding Process provide the Customer with
a Certificate of Destruction; and
4.1.6 recycle or otherwise dispose of the Customer’s Shredded Materials.
4.2 Unless agreed otherwise in writing between the parties, it shall be
the responsibility of the Customer to place the Confidential Materials
in the Confidential Waste Bins and the Supplier shall not be under
any obligation to remove from the Customer location any materials
which are left on or near the Confidential Waste Bins.
5 Title and Risk
5.1 Unless agreed otherwise in writing between the parties, risk of loss
of the Confidential Materials and ownership of the Confidential
Materials shall pass to the Supplier once the Confidential Materials
have been loaded by the Supplier onto the Supplier’s vehicles or if
the Shredding Process is being undertaken at the Customer’s
premises, at the point of collection from the Confidential Waste Bins.
6 Confidential Waste Bins
6.1 The Confidential Waste Bins and any other equipment provided to the
Customer by the Supplier will at all times remain the property of the
Supplier and the Customer will have no interest whatsoever in any
6.2 The Customer shall be responsible at all times for ensuring the safety
of the Confidential Waste Bins, including without limitation, that the
Confidential Waste Bins are not damaged or destroyed or stolen
whilst they remain on the Customer’s premises. The Customer will
fully compensate the Supplier for any damage to, or loss or
destruction of, the Confidential Waste Bins.
7 Hazardous Materials
7.1 Unless otherwise expressly agreed in writing between the Supplier
and the Customer, only materials categorised as Category A ‘Paper,
Plans, documents and drawings’ (BS EN 15713 Section 11) shall be
placed in the Confidential Waste Bins.
7.2 The Customer shall exclude from the Confidential Materials any
materials which could cause damage or injury to persons or property
or are in any way whatsoever hazardous, including without limitation,
any glass, metal, asbestos, batteries, matches, aerosol cans,
explosives, carbon fibre, combustibles, liquid, acid, oil, flammable,
corrosive or hazardous materials (“Hazardous Materials”).
7.3 Where the Customer has included in the Confidential Materials any
Hazardous Materials, the Supplier shall be entitled to refuse to handle
or perform the Services on any Hazardous Materials and/or any
Confidential Waste Bins and/or any Confidential Materials containing
or suspected by the Supplier to be containing any Hazardous
Materials and, at the Customer’s cost, the Supplier may at its option:
7.3.1 return (or arrange for the return of) the Confidential Waste Bins
and/or the Confidential Materials and/or the Hazardous Materials to
the Customer; or
7.3.2 arrange for the destruction of the Confidential Waste Bins and/or the
Confidential Materials and/or the Hazardous Materials, if necessary
by a third party with expertise in the destruction of such Hazardous
7.3.3 require the Customer to collect the Confidential Waste Bins and/or
the Confidential Materials and/or the Hazardous Materials.
7.4 Without prejudice to any other rights the Supplier may have, the
Customer shall indemnify and keep indemnified and hold harmless,
the Supplier against all liabilities, costs, expenses, damages and
losses (including, without limitation, any direct or consequential
losses, loss of profit, loss of reputation and all interest, penalties and
legal and other reasonable professional costs and expenses) suffered
or incurred by the Supplier arising out of or in connection with any
Confidential Waste Bins and/or Confidential Materials collected by the
Supplier from the Customer’s location containing any Hazardous
8.1 The Supplier may charge waiting time if Confidential Materials cannot
be collected at the appointed time.
8.2 Upon termination of a contract the Supplier will invoice the Customer
in advance for all costs involved in permanently retrieving the
Confidential Waste Bins and Confidential Materials in them.
9 Customer's Warranty
The Customer warrants that it contracts as principal and not as agent
and that it is entitled to deal with the Documents in accordance with
10 Limitation of Liability: THE CUSTOMER'S ATTENTION IS
PARTICULARLY DRAWN TO THIS CLAUSE.
10.1 Without prejudice to any other term of the Contract, the Supplier
shall not be liable to the Customer for any damages, claims or costs
the Customer incurs as follows:
10.1.1 as a result of a failure by the Customer to place the Confidential
Materials in the Confidential Waste Bins (including without
limitation where a Customer deposits Confidential Materials on or
near the Confidential Waste Bins but not in the Confidential Waste
10.1.2 where the Customer deposits Confidential Materials at the
Supplier’s premises without the prior written consent of the
10.1.3 where the Customer places Confidential Materials in error in the
Confidential Waste Bins; or
10.1.4 where, at the request of the Customer, the Supplier collects
Confidential Materials or any other materials of any nature from the
Customer’s premises which either have not been placed in the
Confidential Waste Bins or have been placed in containers which
have not been supplied by the Supplier; or
10.1.5 where the Supplier is not given reasonable access for safely
removing the Confidential Materials from the Customer’s premises.
Special Conditions – Document Storage
1 Special Conditions – Document Storage
1.1 The Special Conditions set out in this Appendix 3 apply in addition to
the General Conditions in respect of the provision of Document