TERMS & CONDITIONS - please read carefully

BLATANT LTD: TERMS AND CONDITIONS OF PURCHASE

• 1. Definitions and interpretation:
  • 1.1 In this Agreement:
    "Agreement" means the binding contract, created by the Supplier's acceptance of the Purchase Order in accordance with Clause 2 below, comprising these written terms and conditions and the Purchase Order;
    
    "Supplier" means the supplier named on the Purchase Order;
    
    "Goods" means the goods (if any) to be provided by the Supplier pursuant to the Purchase Order, including any product(s) of the Services;
    
    "Price" means the price payable for the Goods and/or Services, as set out in the Purchase Order;
    
    "Purchase Order" means the purchase order on the reverse of these terms and conditions;
    
    "Services" means the services (if any) to be provided by the Supplier pursuant to the Purchase Order; and
    
    All contracts are between BLATANT LTD and SUPPLIER. "BLATANT" means BLATANT Limited, a company registered in England and Wales with company number 5070386, whose registered office is 1 - 6 CLAY STREET, LONDON, W1U 6DA.
    
• 2. Agreement
  • 2.1
    BLATANT's Purchase Order constitutes an offer by BLATANT to purchase the Goods and/or Services specified on the Purchase Order. No binding contract shall be formed until the Supplier has indicated its acceptance of the Purchase Order, either expressly by issuing a written notice of acceptance to BLATANT, or impliedly by starting to supply the Goods and/or Services ordered.
  • 2.2
    By accepting BLATANT's Purchase Order for Goods and/or Services, the Supplier shall be deemed to have accepted the terms and conditions of this Agreement, which shall govern the purchase of all Goods and Services to the exclusion of any other terms and conditions (including without limitation any terms and conditions of the Supplier).
• 3. Supply of goods and services
  • 3.1
    The Supplier shall provide all Goods and Services to BLATANT in accordance with the terms and conditions of this Agreement.
  • 3.2
    The Supplier shall apply such time, attention, resources, trained personnel and skill as may be necessary or appropriate for the supply of all Goods and Services ordered.
  • 3.3
    BLATANT may require any variations and/or additions to the Purchase Order, subject to the parties agreeing an appropriate adjustment to the Price.
  • 3.4
    The Supplier shall deliver all Goods to BLATANT, at the Supplier's risk and cost, by any date(s) specified by BLATANT, to the address(es) nominated by BLATANT. Risk and title in all Goods shall pass to BLATANT upon delivery. Risk shall revert to the Supplier if BLATANT rejects the Goods for failure to conform to the warranty contained in Clause 6.1.4.
  • 3.5
    The Supplier shall perform all Services within any timescales specified by BLATANT. If requested by BLATANT, representatives of the Supplier will attend progress and review meetings with BLATANT and, if appropriate, BLATANT's clients, to review the status and progress of the Services, discuss developments, consider proposals, agree actions and seek to resolve any issues arising.
  • 3.6
    Time shall be of the essence with respect to the delivery of Goods and the supply of Services.
  • 3.7
    If BLATANT indicates to the Supplier that it considers any personnel working on the Services to be key to the success of the Services, the Supplier shall not replace any of such key personnel without BLATANT's prior written consent. If at any time during the performance of any Services, BLATANT considers that the performance or conduct of any of the Supplier's personnel is unsatisfactory, BLATANT shall have the right to require the provision of, and the Supplier shall promptly provide, replacement personnel.
• 4. Payment
  • 4.1
    The Supplier may invoice BLATANT for the Price in the amount(s) and on the date(s) set out in the Purchase Order. Unless otherwise agreed in writing, the Supplier's invoices shall be payable within 60 days of the invoice date or 60 days from full delivery of completed order of goods.
  • 4.2
    If the Supplier has provided BLATANT with an estimate of the Price and later has reason to believe that the actual Price will or may exceed the estimate, the Supplier shall immediately advise BLATANT, and BLATANT shall not be obliged to pay the Supplier any excess above estimate which is not so advised to BLATANT.
  • 4.3
    Where the Price for Services is payable on a daily, hourly or other time-spent basis, all invoices shall be accompanied by adequate records and supporting documentation in relation to the time spent by the Supplier's personnel in performing the Services.
  • 4.4
    
  • All sums referred to in this Agreement are exclusive of value added tax and any other duty or tax, which shall (if and to the extent applicable) be payable by BLATANT.
• 5. Confidentiality
  • 5.1
    The Supplier acknowledges that it may receive or otherwise become aware of confidential information relating to BLATANT or its clients ("Confidential Information"). The Supplier agrees to keep all Confidential Information confidential at all times and undertakes not to use or disclose such Confidential Information other than for the sole purpose of exercising its rights or performing its obligations hereunder.
  • 5.2
    This Clause 5 shall not preclude the disclosure of Confidential Information which:
    • 5.2.1
      is in or falls into the public domain through no default of the Supplier;
    • 5.2.2
      must be disclosed by law; or
    • 5.2.3
      was already known to the Supplier before receipt hereunder.
  • 5.3
    Upon a written request from BLATANT or the termination of this Agreement for any reason, the Supplier shall return any and all Confidential Information of BLATANT or its clients then in its possession or control and will not retain any copies of the same.
• 6. Warranties
  • 6.1
    The Supplier warrants that:
    • 6.1.1
      the personnel who perform the Services hereunder are and shall be competent and suitable in every respect, whether as to qualifications, experience or otherwise, to provide the Services;
    • 6.1.2
      the Services will be carried out in a competent and professional manner and with reasonable skill and care, strictly in accordance with the terms of this Agreement and all specifications and requirements of BLATANT. If the Supplier's performance of the Services is inadequate, then without prejudice to BLATANT's other remedies hereunder, the Supplier shall (if BLATANT requests) perform the Services again at no extra charge;
    • 6.1.3
      it shall comply with all applicable laws, regulatory requirements and codes of practice (including without limitation the Data Protection Act 1998, the British Codes of Advertising and Sales Promotion, the Independent Television Commission ("ITC") Code of Advertising Standards and Practice for Television, the ITC Sponsorship Code and the Radio Authority Code);
    • 6.1.4
      the Goods will be of the best available design and shall be free from defects in material and workmanship, shall be of satisfactory quality, fit for the purpose for which they are intended to be used, and shall comply with all specifications and requirements supplied or communicated by BLATANT to the Supplier. If any Goods fail to comply with this warranty, BLATANT shall notify the Supplier in writing and the Supplier shall (without prejudice to BLATANT's other rights and remedies) collect the defective Goods at a time and place convenient to BLATANT and shall promptly (i) repair or replace the Goods or, at BLATANT's option, (ii) refund to BLATANT the full Price paid for the relevant Goods.
    • 6.1.5
      it shall not make any statement, orally or in writing, publicly or privately, or do any act or otherwise conduct itself in such a manner as will or may in the reasonable opinion of BLATANT disparage BLATANT, its clients, its or their businesses, products or services.
• 7. Liability and Insurance
  • 7.1
    The Supplier shall be liable for and shall indemnify BLATANT against any and all claims, actions, liabilities, losses, damages or expenses (including legal expenses) incurred by BLATANT which arise out of or in connection with, directly or indirectly, the Supplier's performance under this Agreement, including without limitation any losses, damages or expenses arising out of or in connection with:
    • 7.1.1
      defective workmanship, quality or materials in respect of any of the Goods;
    • 7.1.2
      any infringement or alleged infringement of any intellectual property rights caused by the use of any Goods; and
    • 7.1.3
      any claim made against BLATANT in respect of any liability, loss, damage, injury, cost or expense sustained by any third party to the extent that such liability, loss, damage, injury, cost or expense was caused by, relates to or arises from the Goods and/or the Supplier's performance of the Services.
  • 7.2
    The Supplier shall effect and maintain insurance policies with levels of cover reasonably adequate in all the circumstances in respect of the Supplier's obligations and liabilities under this Agreement, including without limitation policies of public liability and product liability. The Supplier shall provide written evidence of such insurance to BLATANT on BLATANT's request.
• 8. Term and termination
  • 8.1
    BLATANT may at any time and for any reason cancel the Purchase Order in whole or in part on written notice to the Supplier. Upon receipt of such a notice, the Supplier will immediately cease all work on the cancelled part(s) of the Purchase Order and BLATANT shall pay to the Supplier a fair and reasonable price for all Goods delivered and/or Services performed up to and including the date of cancellation.
  • 8.2
    BLATANT may terminate this Agreement forthwith upon written notice to the Supplier in the event of:
    • 8.2.1
      any material or persistent breach of this Agreement by the Supplier which breach is not remedied (if remediable) within 30 days after the service of written notice requiring the same; or
    • 8.2.2
      the Supplier becoming insolvent, entering into liquidation, whether voluntary or compulsory, passing a resolution for its winding up, having a receiver or administrator appointed over the whole or any part of its assets, making any composition or arrangement with its creditors or taking or suffering any similar action in consequence of its debt.
  • 8.3
    Upon termination of this Agreement for any reason, the Supplier shall immediately deliver to, or otherwise dispose of as directed by BLATANT, any and all materials and property in its possession, custody or control belonging or relating to BLATANT or its clients.
  • 8.4
    The terms of and obligations imposed by Clauses 5 and 9 shall survive the variation or termination of this Agreement for any reason.
• 9. Intellectual property rights
  • 9.1
    The Supplier acknowledges and agrees that all property, copyright and other intellectual property rights in the Goods shall immediately upon creation or performance vest in and shall be and remain the sole and exclusive property of BLATANT and the Supplier shall acquire no right, title or interest in or to the same and the Supplier hereby irrevocably and unconditionally assigns to (by present assignment of future copyright) and, in the case of moral rights, waives in favour of BLATANT, and shall procure that its officers and employees assign to and waive in favour of BLATANT, all right, title and interest in and to the Goods.
  • 9.2
    If and to the extent that any of the Goods comprise or include any copyright work belonging to any third party, the Supplier shall procure that BLATANT and any client for whom the relevant Goods and/or Services were purchased shall be licensed to use for any purpose, implement, duplicate by any means, represent, display, translate, adapt and distribute to any person all or part of such third party copyright work.
  • 9.3
    The Supplier agrees, at BLATANT's request, to take all such actions and execute all such documents as may in BLATANT's opinion be necessary to enable BLATANT to obtain, defend or enforce its rights in the Goods and/or to assign or license such rights to the client for whom the relevant Goods and/or Services were purchased, and shall not do or fail to do any act which would or might prejudice BLATANT's rights under this Clause 9.
  • 9.4
    If the performance of the Services or the use of or dealing with any Goods by BLATANT or its clients infringes or in BLATANT's opinion is likely to be held to infringe any intellectual property right belonging to a third party, the Supplier shall at BLATANT's option: (i) procure for BLATANT and/or its client the right to continue to receive the Services and use the Goods in question, free of any liability for such infringement; (ii) modify the Services and/or Goods in question so that they become non-infringing while otherwise complying with the requirements of this Agreement; or (iii) substitute the Services and/or Goods in question with suitable non-infringing replacement(s).
• 10. General
  • 10.1
    The Supplier may not assign, transfer, charge, sub-contract or otherwise dispose of this Agreement or any of its rights or obligations arising hereunder without the prior written consent of BLATANT.
  • 10.2
    All notices and other communications required or permitted to be served or given hereunder shall be in writing and delivered by hand or sent by first class registered post or courier to the intended recipient's address as specified above or such other address as either party may notify to the other from time to time. Any notice shall be treated as having been served:-
    • 10.2.1
      if delivered by hand, on delivery;
    • 10.2.2
      if sent by registered post, two working days after posting; and
    • 10.2.2
      if sent by courier, two working days after despatch.
    
    The construction, validity and performance of this Agreement shall be governed in all respects by the laws of England and Wales and the exclusive forum for settling any disputes shall be the English and Welsh courts.
    
    The failure of either party to enforce any term of or right arising pursuant to this Agreement does not constitute a waiver of such term or right and shall in no way affect that party's right later to enforce or exercise the term or right.
    
    No amendment or variation to this Agreement will be valid unless it is in writing and signed on behalf of each of the parties by a duly authorised officer.
    
    The invalidity or unenforceability of any term of or right arising pursuant to this Agreement shall not adversely affect the validity or enforceability of the remaining terms and rights.
    
    This Agreement constitutes the entire agreement and understanding between the parties with respect to its subject matter and supersedes any prior agreement, understanding or arrangement between the parties, whether oral or in writing, with respect to the same. No representation, undertaking or promise shall be taken to have been given or be implied from anything said or written in communications between the parties prior to this Agreement, except as set out in this Agreement. Neither party shall have any remedy in respect of any untrue statement made to it upon which it has relied in entering into this Agreement (unless such untrue statement was made fraudulently) and that party's only remedies shall be for breach of contract as provided in this Agreement

Invoice terms and conditions (client) click here

Confidentiality agreement (all suppliers and clients) click here

If you disagree with any of these terms and conditions contact us immediately BEFORE entering into any contract with BLATANT LIMITED.

Contact: +44 (0) 20 7580 2344
or email: info@blatantgroup.com