Terms and Conditions of Purchase

  1. DEFINITIONS
    1. ‘Stocks Taylor Benson Limited’ 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 Stocks Taylor Benson Limited.
    3. ‘Order’ means both Stocks Taylor Benson Limited’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 Stocks Taylor Benson Limited 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.
  2. INTRODUCTION
    1. These are the terms and conditions upon which Stocks Taylor Benson Limited 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 Stocks Taylor Benson Limited and in respect of which the goodwill and business reputation of Stocks Taylor Benson Limited is dependent.
  3. THE AUTHORISED ORDER
    1. Save where Stocks Taylor Benson Limited have expressed otherwise no Order or any Agreement shall be valid and binding upon Stocks Taylor Benson Limited 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 Stocks Taylor Benson Limited 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.
  4. THE GOODS
    1. It is a condition of the Agreement that the Goods provided by the Supplier to Stocks Taylor Benson Limited 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.
  5. THE SERVICE
    1. It is a condition of the Agreement that the Services provided by the Supplier to Stocks Taylor Benson Limited 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.
  6. QUALITY CONTROL
    1. The Supplier holds itself out as being an expert in its field and Stocks Taylor Benson Limited 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 Stocks Taylor Benson Limited.
    3. Stocks Taylor Benson Limited 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 Stocks Taylor Benson Limited 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.
  7. RIGHT OF REJECTION OF THE GOODS
    1. No act on the part of Stocks Taylor Benson Limited 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 Stocks Taylor Benson Limited 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 Stocks Taylor Benson Limited shall be entitled (without prejudice to any other right or remedy Stocks Taylor Benson Limited may have):-
      1. To reject the Goods or any part or instalment thereof.
      2. 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.
      3. To require the Supplier in writing to remove at his own expense the Goods or any of them from Stocks Taylor Benson Limited’s possession within 14 days of Stocks Taylor Benson Limited’s instructions to that effect and in the event that they are not so removed within such period then Stocks Taylor Benson Limited shall be at liberty to destroy or otherwise dispose of the Goods and charge the Supplier for the cost of doing so.
      4. In the event of Stocks Taylor Benson Limited cancelling further deliveries in accordance with sub-clause (i) (b) above Stocks Taylor Benson Limited 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 Stocks Taylor Benson Limited shall not be liable to pay to Supplier any sum whatsoever save for the price of those of the goods delivered and accepted by Stocks Taylor Benson Limited (less any deduction to reflect any breach by the Supplier of the terms of the Agreement).
      5. Stocks Taylor Benson Limited shall be entitled to claim from the Supplier warehouse storage and administrative charges in respect of rejected Goods.
  8. 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 Stocks Taylor Benson Limited 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 Stocks Taylor Benson Limited shall not be liable to pay the Supplier any sum whatsoever save the price for those Services performed and accepted by Stocks Taylor Benson Limited (less any deduction to reflect any breach by the Supplier of the terms of the Agreement).
  9. TITLE AND RISK
    • Subject as aforesaid ownership of the Goods shall pass to Stocks Taylor Benson Limited upon delivery of the Goods (or when instalments are agreed upon delivery of each instalment) or when Stocks Taylor Benson Limited 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 Stocks Taylor Benson Limited when the Goods have been accepted by Stocks Taylor Benson Limited 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 Stocks Taylor Benson Limited.
  10. 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 Stocks Taylor Benson Limited 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. Stocks Taylor Benson Limited shall be entitled to reject the Goods or any of them not delivered by the delivery date and to terminate the Agreement. Stocks Taylor Benson Limited may also reject and return such of the goods as were satisfactorily previously supplied as an instalment if, in Stocks Taylor Benson Limited’s sole opinion, the failure duly to deliver any further instalment renders it commercially appropriate to reject and return such earlier instalment and Stocks Taylor Benson Limited 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 Stocks Taylor Benson Limited then a sample must be delivered to Stocks Taylor Benson Limited 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.
  11. PAYMENT
    1. Stocks Taylor Benson Limited 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 Stocks Taylor Benson Limited notifies to the Supplier in writing).
    4. Save as provided in these terms or where a payment schedule has been agreed Stocks Taylor Benson Limited will settle the purchase price (or if appropriate each agreed instalment) 60 days following the day on which it receives an invoice inrespect of the supply.
    5. Stocks Taylor Benson Limited reserves the right to withhold payment in respect of any disputed or unsatisfactory supply.
  12. COPYRIGHT
    1. In the event that Goods are based on or developed from Designs supplied by Stocks Taylor Benson Limited (or which Stocks Taylor Benson Limited and the Supplier jointly develop or which Stocks Taylor Benson Limited commissions the Supplier to Design) then all the copyright and/or all and any other connected intellectual property rights shall be vested in Stocks Taylor Benson Limited.
    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 Stocks Taylor Benson Limited and the Supplier indemnifies Stocks Taylor Benson Limited and its clients against all costs, claims and liabilities if this shall not be the case.
  13. FORCE MAJEURE
    • Stocks Taylor Benson Limited 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 Stocks Taylor Benson Limited's control. In this event Stocks Taylor Benson Limited 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].
  14. INDEMNITY
    • The Supplier shall indemnify Stocks Taylor Benson Limited and any client of Stocks Taylor Benson Limited for whom the Goods and Services in question were ordered against all costs expenses costs or damage (direct or consequential) incurred by Stocks Taylor Benson Limited 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.
  15. SECRECY
    • All information provided to the Supplier by Stocks Taylor Benson Limited relating to the Agreement or incidental to it shall be regarded as confidential [including the identity of the client of Stocks Taylor Benson Limited 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 Stocks Taylor Benson Limited save that this Clause shall not apply to any information required to be disclosed by any statutory duty or obligation imposed on the Supplier.
  16. TERMINATION & CANCELLATION
    1. Stocks Taylor Benson Limited 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 Stocks Taylor Benson Limited, Stocks Taylor Benson Limited may without prejudice to any of its other rights and remedies terminate the Agreement forthwith by written notice to that effect.
  17. NON SOLICITATION
    • Whilst the Supplier is providing Goods and/or Services in respect of a client of Stocks Taylor Benson Limited (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 Stocks Taylor Benson Limited are able to supply or procure provided however that this shall not restrict the Supplier from continuing to have business relations with clients of Stocks Taylor Benson Limited to whom the Supplier had provided goods and services direct prior to the introduction by Stocks Taylor Benson Limited.
  18. 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 Stocks Taylor Benson Limited.
  19. RIGHT TO SET-OFF
    • Stocks Taylor Benson Limited shall be entitled to deduct from the purchase price of the Goods or the Services all monies due and owing to Stocks Taylor Benson Limited by the Supplier under the Agreement or under any other agreement between the parties.
  20. 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.