Supplier terms & conditions
1. Definitions and Interpretation(a) “YELL” means YELL Limited; (b) “Supplier” means the individual or entity Specified as the supplier; (c) “Goods” means the goods Specified in the Order; (d) “Contract” means the accompanying Order and these terms and conditions and any other terms or documents which the Supplier and YELL agree in writing shall form part of the Contract and any other written contract between the Supplier and YELL that relates to the supply of the type of goods and/or services specified in the Order (“Bespoke Contract”); (e) “Order” means the accompanying purchase order; (f) “Services” means the services specified in the Order; (g) “Specified” means specified in the accompanying Order or elsewhere in this Contract; and (h) “YELL Group” means any and all of YELL, each of its subsidiaries, its holding company and any subsidiary of such holding company as defined in Section 736 of the Companies Act 1985. In the event of any conflict or inconsistency between any Order and the other terms and conditions of this Contract, the provisions of the other terms and conditions of this Contract shall prevail. In the event of any conflict or inconsistency between any Bespoke Contract and these terms and conditions, the terms of the Bespoke Contract shall prevail.
2. Acceptance
Each Order for Goods and/or Services by YELL from Supplier shall be deemed an offer by YELL to purchase such Goods and/or Services Specified subject to this Contract. No Order shall be accepted until Supplier either expressly by giving notice of acceptance, or impliedly by fulfilling the Order, in whole or in part, accepts the offer.
3. YELL Group
YELL contracts for the purchase of Goods and/or Services in its own name, on its own behalf and for the benefit of all other members of YELL. Supplier accepts that YELL shall be entitled to recover all costs, expenses, damages, losses and liabilities which may be sustained by any member of YELL Group and which arise out of or in connection with the Contract as if the same were incurred by YELL in YELL's own right and Supplier shall raise no objection, defence or protest in respect thereof. Each member of YELL’s Group shall be entitled to enforce the terms of the Contract in its own right.
4. Entire Agreement
Unless otherwise agreed in writing, this Contract constitutes the only terms governing the contractual relationship between YELL and Supplier in relation to the Goods and Services. Any terms or conditions quoted or offered by Supplier, whether before or after the placing of the Order by YELL are void and of no effect whatsoever.
5. Price
Unless otherwise provided in the Contract, the price stated in the Order is a fixed price for the entire performance of the Contract in relation to the Goods and Services concerned (including for the avoidance of doubt, delivery, insurance and any other incidental expenses but excluding VAT). No variation to the price will be permitted unless YELL's prior agreement has been obtained in writing.
6. Invoices/Payment
Invoices should be submitted to YELL at the address detailed in the Order and quoting the Order number. YELL shall make payment of the price for any Goods or Services thirty (30) calendar days following the end of the calendar month of receipt by YELL of a valid VAT invoice provided the Goods or Services which are the subject of the invoice have been delivered to and accepted by YELL.
7. Warranties
The Goods or Services supplied in fulfilment of the Order shall, without limitation and in addition to any terms regarding fitness for purpose, quality and conformity with the description or sample which may be implied by Statute or Common Law: (a) conform in all respect to any description, design, specification, requirements or standards contained or referred to in the Order; (b) conform to any representations made by Supplier or on behalf of Supplier; (c) conform to all relevant codes of practice, guidelines and standards; (d) be of sound material and workmanship and free from all defects, whether latent or patent; (e) be supplied on the basis that Supplier holds itself out to be expert in every aspect of the performance of the Contract; (f) be supplied on the basis that Supplier has full notice of the purposes for which YELL require the Goods or Services; and (g) shall be supplied with accurate and sufficient information and instructions as to use to ensure that when put to use they will present no risk to health or property.
8. Testing and Inspection Rights
YELL Group expressly reserves the right to test and inspect the Goods or Services, whether in the course of manufacture, execution or performance or not, and whether or not they have already been supplied or performed. YELL shall be entitled to enter Supplier's premises and the premises of any sub-contractor of Supplier for the purpose of carrying out such tests and/or inspections upon notice to Supplier. If the Goods or Services pass any inspection or testing carried out by YELL, this does not constitute acceptance or approval by YELL of any of the Goods or Services. Supplier shall prior to delivery of the Goods or Services carry out and record such tests and inspections as would reasonably be expected in the circumstances or as YELL may require, and shall supply to YELL free of charge with certified copies of all records taken of any such tests and their results. In respect of any tests carried out by Supplier, YELL shall be deemed to rely on Supplier's skill and judgement in assessing Supplier’s compliance with the Contract. In the event that the Goods or Services fail to pass any inspection or testing carried out by YELL or Supplier and are found not to comply in all respects with the Contract or do not comply with any sample or are not suitable for the purposes for which they are intended or are in breach of the warranties given by Supplier under Clause 7 above, YELL is entitled by notice in writing to the Supplier either to: (a) affirm the Contract and extend the period for testing and/or inspection to a date specified in the notice; (b) to accept the Goods or Services subject to an abatement of total consideration payable in respect of the particular Goods or Services such abatement to be such an amount as, taking into account the circumstances, is reasonable; or (c) reject the Goods or Services to the extent that they do not comply in all respects to the Contract, in which case YELL is discharged from payment of any further amounts to the Supplier in respect of such Goods or Services.
9. Delivery
Supplier shall deliver Goods and/or perform the Services to or at the premises specified in the Order on or before the date specified by YELL or, if no date is specified, within a reasonable time. If Seller does not deliver the Goods and/or perform the Services by the date specified by YELL, or if no date is specified, within a reasonable time, subject to providing Supplier with seven (7) calendar days’ written notice, YELL shall be entitled to cancel the Order and/or the Contract in whole or in part. If YELL cancels the Order in accordance with this provision YELL Group shall not be liable to Supplier for any Goods or Services which Supplier has not supplied or completed, by the time the Order is cancelled, and YELL shall also be entitled to apply any other monies due to Supplier on any account whatsoever towards the cost of remedying Supplier's breach of contract.
10. Acceptance
Payment in part or full for the Goods or Services does not imply that YELL has accepted them. YELL reserves the right to reject, within a reasonable period after they have been supplied, the whole or any part of the Goods or Services if they do not comply in all respects with the Contract.
11. Title and Risk
Without affecting YELL’s right to reject the Goods, risk in and title to the Goods will pass to YELL on delivery of the Goods. If Goods are rejected by YELL after payment for them title in such Goods will only revert to Supplier on receipt by YELL of a full refund of the sum paid for such Goods.
12. Liability and Insurance
Supplier shall indemnify YELL Group against all liabilities, claims, demands, costs (including legal fees and disbursements) and other liabilities which any member of the YELL Group incurs as a result of any act or omission or default of the Supplier, its employees, agents or sub-contractors in respect of any breach of the warranties in Clause 7. Supplier shall insure its liability under this Contract and produce to YELL upon demand satisfactory evidence that the level of cover is adequate and the relevant policy or policies are in force.
13. Intellectual Property
All intellectual property rights in any works created by Supplier or any employee, agent or sub-contractor of Supplier: (a) in the course of providing the Services; or (b) exclusively for the purpose of performing the Services; shall vest in YELL on creation and Supplier hereby assigns absolutely to YELL all intellectual property rights in any country of the world in any such works (the “Works”). YELL agrees to and shall grant to Supplier a royalty-free, non-transferable, non-exclusive licence to use the Works for the purpose of providing the Services to YELL pursuant to this Contract. Where in connection with the provision of the Services, Supplier uses any intellectual property which is owned by Supplier, any company within Supplier’s group or any third party, Supplier shall grant to YELL, or shall procure that YELL is granted (without charge to YELL and for the benefit of YELL and all companies within YELL Group) a perpetual, non-exclusive, royalty-free licence to use, adapt, maintain and support such intellectual property, which licence shall include the right for any person providing services to YELL or any company with YELL’s Group to use, adapt, maintain and support such intellectual property for the benefit of any YELL Group company for the purposes of and to the extent necessary to receive and obtain the full benefit of the Services.
14. Title and Intellectual Property Indemnity
Supplier warrants specifically that: (1) Supplier has the right to pass title in the Goods, and that the Goods are free from any charge, lien or other right in favour of any third party; and (2) the provision of the Goods and Services and YELL Group’s use of any items developed or delivered by or on behalf of Supplier under this Contract shall not infringe any intellectual property rights of any third party. Supplier shall indemnify the YELL Group in full against all actions, claims, proceedings, demands, costs (including legal fees and disbursements), damages, losses and expenses arising from or incurred as a result or in consequence of the infringement or alleged infringement of any patent, trade mark, trade name, design right, copyright, moral right or any other intellectual property right arising from the provision and/or use of the Goods or Services, except where the Goods are manufactured to a design supplied by YELL Group and any claim or allegation made results exclusively to that design.
15. Confidentiality
Supplier must not divulge, and must ensure that its employees, agents and sub-contractors, do not divulge, to any third party any information concerning YELL Group's business or affairs. This Contract and all specifications, samples, drawings, other documentation and information issued by YELL Group to Supplier in connection with it are confidential and their use must be confined to such of Supplier's employees, agents or sub-contractors as are employed in connection with the Contract and require the information in order to discharge their duties. The restrictions of this provision shall not prevent the disclosure of information which: (a) is in the public domain other than by default of Supplier; (b) was already lawfully known, or became lawfully known to Supplier independently; (c) is required by law; (d) disclosure or use is necessary by Supplier for the proper performance of this Contract. In the event that Supplier learns of any unauthorised use or disclosure, or threatened unauthorised use or disclosure, of any of YELL Group’s confidential information, Supplier shall as soon as practicable notify YELL of the particulars of such use or disclosure.
16. Publicity
Supplier shall not, without the prior written consent of YELL, advertise or publicly announce or in any way publicly indicate that Supplier supplies or has supplied Goods or Services to YELL Group.
17. Volume of Work
YELL gives no warranty or undertaking as to the volume of work that may be required pursuant to this Contract.
18. Key Personnel
Supplier shall use its best endeavours to procure that the Key Personnel named in the Order are actively involved in the provision of the Goods or Services. Should any Key Personnel leave Supplier, Supplier will with YELL’s consent, appoint a suitable replacement (such consent not to be unreasonably withheld or delayed).
19. Right to Audit
The Supplier shall maintain complete, accurate and current records that clearly identify all Goods provided and Services undertaken by or on behalf of it. The Supplier shall allow YELL and/or its internal and external auditors the right of reasonable access, to inspect and take copies of such records for the purpose of auditing, inspecting and reviewing the provision of Goods and/or Services or the performance by the Supplier of its obligations under this Contract.
20. Assignment
Supplier shall not, without the prior written consent of YELL (such consent not to be unreasonably withheld), assign or sub-contract the whole or any part of this Contract. YELL shall be entitled to assign the benefits and obligations under this Contract to: (a) any company within YELL’s Group; or (b) in connection with any merger, reorganisation, outsourcing, divestments, sale of all or substantially all of its assets or any similar transaction.
21. Set Off
Any sums recoverable from Supplier under this Contract may be deducted from the amount of any sum due from YELL Group to Supplier under this Contract or any other contract or dealing with Supplier.
22. Force Majeure
Neither party shall be liable for delays that are beyond that party’s reasonable control (including but not limited to acts of God, governmental actions, war or national emergency, acts of terrorism, protests, riot, civil commotion, fire, explosion, flood or epidemic), provided that the affected party gives the other party prompt written notice of the delay and takes all commercially reasonable measures to mitigate the delay.
23. Viruses
The Supplier and YELL shall use all reasonable endeavours not to introduce into the other party’s systems any software virus, contaminant (including, but not limited to, bugs, worms, logic bombs and Trojan horses), self-propagating code or program which may infect or cause any damage, change or loss to the other party’s system or any data which resides on or is transmitted or processed through such system.
24. Severability
If any provision of this Contract is held to be invalid or unenforceable, that provision will be severed from the Contract and the remainder of the Contract will continue in full force and effect.
25. Compliance
It is a condition of the Contract that all Goods or Services supplied by Supplier or the use of these will not give rise to the breach by any person of any statute, statutory instrument, regulation, by-law or any other enactment having the force of law in the UK, and also that they will not infringe the rights of any third party. Where Supplier's employees, sub-contractors or agents are required to enter YELL Group's premises, it is a condition of the Contract that Supplier makes them aware of and that they observe the site rules and safety regulations applicable at such premises. Supplier is responsible for the works, temporary works, materials, construction of plant and items which are brought onto YELL Group's premises, and for the repair and making good of all loss of and damage to them. This repair and making good must be carried out entirely at Supplier's own expense except to the extent that any loss or damage is the result of any wrongful act or default by YELL, YELL's employees or agents. Supplier shall at all times when providing the Goods and/or performing the Services comply with the latest version of YELL’s ‘Ethical Guidelines for Suppliers’.
26. Termination Without Cause
YELL shall have the right at any time and for any reason to terminate the Contract in whole or in part by giving Supplier seven (7) calendar days’ written notice. Upon such termination without cause, all work on the Contract shall be discontinued and YELL shall pay to Supplier fair and reasonable compensation for such Goods and Services that Supplier has already supplied to YELL’s satisfaction and any work-in-progress at the time of termination.
27. Termination With Cause
YELL shall be entitled to terminate the Contract with immediate effect by written notice to Supplier: (a) if Supplier is in material or persistent breach of any of its obligations under the Contract and (without prejudice to YELL’s right to terminate in accordance with Clause 9) if capable of remedy does not remedy the breach within seven (7) calendar days’ of written notice from YELL specifying the breach; or (b) if Supplier is an individual or partnership, Supplier becomes subject to bankruptcy proceedings; or (c) if Supplier is a company, Supplier becomes subject to an Administration Order, sequestration proceedings, winding up proceedings (except for the purpose of re-construction or amalgamation) or a Receiver is appointed over the whole or any part of the assets of Supplier; or (d) if Supplier ceases trading or becomes insolvent. Following termination of the Contract with cause YELL shall pay to Supplier a fair and reasonable proportion of the price payable under the Contract in consideration of such Goods or Services which Supplier has already supplied to YELL's satisfaction and which YELL wishes to retain. Termination of the Contract by YELL will not limit, restrict or extinguish any rights that YELL may have against Supplier whether arising as a result of the termination or otherwise. Supplier shall be entitled to terminate the Contract with immediate effect by written notice to YELL if: (a) YELL becomes subject to an Administration Order, sequestration proceedings, winding up proceedings (except for the purpose of re-construction or amalgamation) or a Receiver is appointed over the whole or any part of the assets of YELL; or (b) if YELL ceases trading or becomes insolvent.
28. Termination Consequences
Upon termination of this Contract, Supplier shall assist and cooperate with YELL Group to ensure an orderly and efficient transition from provision of the Goods or Services by Supplier to the provision of such or similar goods or services by YELL or a third party supplier. Where YELL has so directed, Supplier shall return all data, records, samples, drawings, documentation and information relating to or which is relevant to the provision of the Goods or Services (“YELL Data”) in a format acceptable to YELL. YELL shall provide details to Supplier of the YELL Data that YELL requires to be destroyed by Supplier. Where YELL requests the destruction of any YELL Data Supplier shall warrant to YELL that the said destruction has been undertaken in accordance with YELL’s security requirements as notified by YELL to Supplier. Supplier shall make available to YELL or the third party supplier immediately following the termination (or such other times as may be mutually agreed between the parties) all of the Works and materials in respect of which an assignment or licence of the intellectual property rights therein has been made or granted in favour of YELL or sub-licensed in favour of the third party supplier.
29. Data Protection
Supplier shall not process any personal data (as defined in the Data Protection Act 1998) supplied by YELL that is processed by or in connection with this Contract for any other purposes other than those expressly authorised by YELL and shall comply with all instructions given by YELL from time to time in relation to such processing. Supplier agrees that at all times when processing personal data it will implement appropriate technical and organisational security measures governing the processing of personal data to be carried out. These measures must ensure the appropriate level of security so as to avoid unauthorized or unlawful processing or accidental loss, destruction or damage to personal data including but not limited to taking reasonable steps to ensure reliability of personnel having access to personal data.
30. Variation
The terms of the Contract may only be varied by written agreement between the parties.
31. Waiver
If either party delays in enforcing, or does not enforce, any right, which either party may have under the Contract, this does not imply that that right has been waived. If either party waives any specific obligation or liability under the Contract, such waiver will not extend to any other obligations or liabilities under the Contract.
32. Instalments
If the Goods or Services are delivered in instalments, the Contract is nevertheless to be treated as a single contract and not as a separate contract for each instalment.
33. Notices
Notices required to be served under this Contract must be in writing and may be delivered by hand, sent by first class post, or sent by facsimile transmission to the postal address or appropriate telecommunication number of the other party set out below. For Supplier to the address and number appearing in the Order and for YELL to YELL Limited, Queens Walk, Oxford Road, Reading, Berkshire, RG1 7PT Fax No. 01189 506 144 to be addressed for the attention of the ‘Company Secretary’ or any other address or number notified in writing from time to time by the parties.
34. Survival
Termination of this Contract shall not affect either of the party’s accrued rights or liabilities or affect the coming into force or the continuance in force of any provision which is expressly or by implication intended to come into or continue in force on or after termination, including Clauses 12, 13, 14, 15, 16, 28, 34 and 35.
35. Law and Jurisdiction
English Law shall govern the Contract and Supplier agrees that the English courts shall have the exclusive jurisdiction in relation to any claim brought by Supplier against YELL but that YELL shall be entitled to bring a claim against Supplier in any court of competent jurisdiction.
36. Interest on late Payment
If any sum under the Contract is not paid when due, on the request of the creditor, that sum will bear interest from the due date until payment is made in full, both before and after judgment, at three per cent (3%) per annum over HSBC Bank PLC base rate from time to time. Supplier is not entitled to suspend deliveries of the Goods or Services as a result of any sums being outstanding.
37. Third Party Rights
The parties to this Contract do not intend that any term of this Contract should be enforceable, by virtue of the Contracts (Rights of Third Parties) Act 1999, by any person who is not a party to this Contract other than any YELL Group company which shall be entitled to any actions and rights as YELL.
