Suppliers

TERMS AND CONDITIONS
Watson, Phillips & Norman Limited (“The Company”)

  1. In accepting this Purchase Order, you accept these terms and conditions. No employee of the Company has authority to vary these terms.
  2. The Company will not under any circumstances authorise for payment any invoice you submit in connection with this Purchase Order where the number of this Purchase Order is not clearly shown. A copy of this Purchase Order attached to the invoice is acceptable. Neither will the Company authorise for payment an invoice where the value is greater than that of the corresponding Purchase Order.
  3. Where the sum to be invoiced is likely to be greater than the value of the Purchase Order, you should as soon as possible advise the Company of a likely discrepancy. The Company may then at its discretion issue a further Purchase Order for the difference. Where there is no Purchase Order for an additional amount the Company reserves the right not to pay that additional amount. For your own protection therefore you should request an additional Purchase Order as soon as possible.
  4. The Company will under no circumstances be liable for the payment of any sums to you in the absence of a Purchase Order or Orders.
  5. Payment will be made in Sterling. Invoices rendered in currencies other than Sterling including Euros will be paid in the equivalent amount of Sterling converted at the rate prevailing at the time of issue of the Purchase Order. Payment will be made approximately 30 days from delivery of goods or work or receipt of correct invoice, whichever is the later unless specifically agreed on the purchase order overleaf.
  6. Transport, telephone, fax or delivery charges are contained within the maximum value of this Purchase Order unless stated otherwise.
  7. The Purchase Order is not valid unless signed by an authorised representative of the company and counter-signed by an authorised representative of the Company.
  8. Purchase Order values may expressed in £ per thousand. The estimated quantity must be indicated overleaf. The Company reserves the right not pay the value of an invoice where the estimated quantity is greater than that shown on the Purchase Order.
  9. All information acquired by you in relation to this Purchase Order is confidential and may not be used or communicated to any third party unless necessary for the completion of the work and with the express written authority of the Company. This condition shall apply and be notified to any other party where information must be passed on. If requested you will supply a Confidentiality Undertaking in the form required by the Company.
  10. Satisfactory Completion will be taken to mean work delivered at the time specified to the location specified and of a quality and accuracy suitable for the purpose. The Company may reject work where it does not meet all, some or one of these requirements and reserves the right to pay for none or some of the work where the Company at its absolute discretion determines that remedial action by you will not be appropriate. Where such work is rejected and the Company has to engage another supplier to do that work, the Company reserves the right to charge you the costs of that work.
  11. Except in the case of rentals, you agree that all copyright and intellectual property rights in the work are the property of the Company upon payment, and that if called to do so in writing you will assign to the Company the beneficial ownership of those rights. You hereby irrevocably and unconditionally waive all moral rights that exist or may exist in respect of any work produced on behalf of the company.
  12. No work shall be sub-contracted in whole or in part without the full knowledge of the Company. Where sub contractors are used you will ensure that all persons or organisations concerned in producing the work execute full unconditional and irrevocable waivers of all rights, including moral rights, that might otherwise vest in them and on terms that the sub contractor shall vest the copyright in any work created in the Company, unconditionally and irrevocably. You will indemnify the Company fully against any losses costs and damages arising as a result of moral rights claims for breach of copyright or infringement of Trade Mark brought against the Company in respect of work to which this Purchase Order relates.
  13. Where you are supplying lists or data you hereby warrant that such lists or data are appropriately registered under the Data Protection Act and that such lists and data are suitable for the purposes the Company is to employ them for.
  14. Print overages allowed in the value of this Purchase Order will be specified overleaf. Where print quantities are less than the minimum, you agree that if so requested by the Company you will at your own expense print a sufficient further quantity to reach the required quantity alternatively the Company at its discretion will withhold a sum sufficient to cover the costs of having the material printed.
  15. VAT is excluded from the value shown overleaf.
  16. Any Purchase Order more than 6 months old is invalid and will not be accepted by the Company.
  17. This Purchase Order constitutes the entire agreement between you and the Company. These Terms and Conditions take precedence over any Terms and Conditions provided by you unless the subject of a separate and explicit Contract or Agreement signed by a director of the Company. Each clause of these Terms and Conditions shall be construed as distinct and separate.
  18. This Purchase Order shall be governed and construed in accordance with English Law and the parties hereby submit to the non-exclusive jurisdiction of the English Courts but excluding the jurisdiction of the Courts in Canada and the USA.
  19. The Company reserves the right to enter your premises in order to protect its rights and those of its clients to the property of any goods which have been provided to you for the purposes of processing the work. This right may be exercised by the Company by the removal of such goods notwithstanding that payment is owed to you but the Company will not exercise this right except where it believes or has reason to believe that you are about to enter liquidation.
  20. The Company retains the right of seizure over exposed and unprocessed or processed film stock, video tape, or audio recordings commissioned by the Company, whether at your premises or elsewhere, in the event that you are unable to complete the work for any reason whatsoever and where the Company had made a payment in full or in part for some or all of that work. Notwithstanding the physical location of masters, rushes and other unused film, video or audio material, upon final payment the Company retains the permanent right to such material for the purposes or re-use or re-edit.