Sale conditions

Kyp Plc – Standard Sale Conditions (May 2010 version)

The buyer's attention is in particular drawn to the provisions of condition 10.4

1. INTERPRETATION

1.1 The definitions and rules of interpretation in this condition apply in these conditions.

Advertisement: any advertisement, information, announcement or other copy or material (in typographical, pictorial, telephonic, radio transmitted or any other form) printed, published, inserted or otherwise included within or on the Goods (or any part of them) at the request of the Buyer;
Advertiser: in relation to an Advertisement, means the person, firm or company who is the advertiser of the product or service promoted thereby or the maker of the announcement or provider of the information contained therein;

Buyer: the person, firm or company who purchases the Goods from the Company and, where relevant, who places the order for any Advertisement whether such person be the Advertiser or the Advertiser’s advertising agent, media buyer or other agent;

Buyer Specified Component: any component or other physical article of whatever nature included within or on the Goods (or any part of them) at the specific request of the Buyer;
Company: Kyp Plc;

Contract: any contract between the Company and the Buyer for the sale and purchase of the Goods whether containing any Advertisement or not, incorporating these conditions;

Delivery Point: the place where delivery of the Goods is to take place under condition 4;

Deposit: the deposit payable by the Buyer pursuant to condition 7.3;

Goods: any goods agreed in the Contract to be supplied to the Buyer by the Company (including any part or parts of them);

Special Conditions: any other special conditions specifically agreed in writing by the Company and which are stated in the Company’s Order Confirmation under the heading “Special Conditions”;

1.2 A reference to English law is a reference to it as it is in force for the time being taking account of any amendment, extension, application or re-enactment and includes any subordinate legislation for the time being in force made under it.

1.3 Words in the singular include the plural and in the plural include the singular.

1.4 A reference to one gender includes a reference to the other gender.

1.5 Condition headings do not affect the interpretation of these conditions.

2. APPLICATION OF TERMS

2.1 Subject only to any Special Conditions and to any variation under condition 2.3, the Contract shall be on these conditions to the exclusion of all other terms and conditions (including any terms or conditions which the Buyer purports to apply under any purchase order, confirmation of order, specification or other document).

2.2 No terms or conditions endorsed on, delivered with or contained in the Buyer’s purchase order, confirmation of order, specification or other document shall form part of the Contract simply as a result of such document being referred to in the Contract.

2.3 These conditions apply to all the Company’s sales and any variation to these conditions and any representations about the Goods shall have no effect unless they comprise Special Conditions. The Buyer acknowledges that it has not relied on any statement, promise or representation made or given by or on behalf of the Company which is not set out in the contract. Nothing in this condition shall exclude or limit the Company's liability for fraudulent misrepresentation.

2.4 Each order or acceptance of a quotation for Goods by the Buyer from the Company shall be deemed to be an offer by the Buyer to purchase Goods subject to these conditions and the Special Conditions (if any).

2.5 No order placed by the Buyer shall be deemed to be accepted by the Company until a written Order Confirmation is issued by the Company or (if earlier) the Company delivers the Goods to the Buyer.

2.6 The Buyer shall ensure that the terms of its order and any applicable specification are complete and accurate. To ensure the correct supply of Goods it is the Buyer’s responsibility to check that the Order Confirmation issued by the Company is consistent with the Buyer’s order for the Goods.

2.7 Any quotation is given on the basis that no Contract shall come into existence until the Company despatches an Order Confirmation to the Buyer. Any quotation is valid for a period of 30 days only from its date, provided that the Company has not previously withdrawn it.

3. DESCRIPTION

3.1 The quantity and description of the Goods shall be as set out in the Company’s Order Confirmation issued by the Company.

3.2 All samples, drawings, descriptive matter, specifications and advertising issued by the Company and any descriptions or illustrations contained in the Company’s catalogues or brochures are issued or published for the sole purpose of giving an approximate idea of the Goods described in them. They shall not form part of the Contract and this is not a sale by sample.

4. DELIVERY

4.1 Unless otherwise agreed in writing by the Company, delivery of the Goods shall take place at the location specified in the Order Confirmation issued by the Company.

4.2 The Buyer (or its agent) shall take delivery of the Goods within 7 days of the Company giving it notice that the Goods are ready for delivery.

4.3 Any dates specified by the Company for delivery of the Goods are intended to be an estimate and time for delivery shall not be made of the essence by notice. If no dates are so specified, delivery shall be within a reasonable time from approval by the Buyer of the final proof of the Goods and of the content of the Advertisement in accordance with the Company’s procedures in force from time to time.

4.4 Subject to the other provisions of these conditions the Company shall not be liable for any direct, indirect or consequential loss (all three of which terms include, without limitation, pure economic loss, loss of profits, loss of business, depletion of goodwill and similar loss), costs, damages, charges or expenses caused directly or indirectly by any delay in the delivery of the Goods (even if caused by the Company’s negligence), nor shall any delay entitle the Buyer to terminate or rescind the Contract unless such delay exceeds 45 days.

4.5 If for any reason the Buyer fails to accept delivery of any of the Goods when they are ready for delivery, or the Company is unable to deliver the Goods on time because the Buyer (or its agent) has not provided appropriate instructions, documents, licences or authorisations or has failed to comply with the Company’s procedures in force (including any applicable deadlines provided therein) to enable the Buyer to approve a final proof of the Goods and to check and confirm the correctness of the content of any Advertisement (in accordance with the procedures referred to in condition 11.3):

(a) risk in the Goods shall pass to the Buyer (including for loss or damage caused by the Company’s negligence);

(b) the Goods shall be deemed to have been delivered; and

(c) the Company may store the Goods until actual delivery, whereupon the Buyer shall be liable for all related costs and expenses (including, without limitation, storage and insurance).

4.6 The Buyer shall provide at the Delivery Point and at its expense adequate and appropriate equipment and manual labour for loading or unloading the Goods.

4.7 If the Company delivers to the Buyer a quantity of Goods of up to 5% more or less than the quantity accepted by the Company, the Buyer shall not be entitled to object to or reject the Goods or any of them by reason of the surplus or shortfall and shall pay for such goods at the pro rata Contract rate.

4.8 The Company may deliver the Goods by separate instalments. Each separate instalment shall be invoiced and paid for in accordance with the provisions of the Contract.

4.9 Each instalment shall be a separate Contract and no cancellation or termination of any one Contract relating to an instalment shall entitle the Buyer to repudiate or cancel any other Contract or instalment.

5. NON-DELIVERY

5.1 The quantity of any consignment of Goods as recorded by the Company upon despatch from the Company’s place of business or its agent’s place of business shall be conclusive evidence of the quantity received by the Buyer on delivery unless the Buyer can provide conclusive evidence proving the contrary.

5.2 The Company shall not be liable for any non-delivery of Goods (even if caused by the Company’s negligence) unless the Buyer gives written notice to the Company of the non-delivery within 7 days of the date when the Goods would in the ordinary course of events have been received.

5.3 Any liability of the Company for non-delivery of the Goods shall be limited to (at the option of the Company) replacing the Goods within a reasonable time or issuing a credit note at the pro rata Contract rate against any invoice raised for such Goods.

6. RISK/TITLE

6.1 The Goods are at the risk of the Buyer from the time of delivery.

6.2 Ownership of the Goods shall not pass to the Buyer until the Company has received in full (in cash or cleared funds) all sums due to it in respect of:

(a) the Goods; and

(b) all other sums which are or which become due to the Company from the Buyer on any account.

6.3 Until ownership of the Goods has passed to the Buyer, the Buyer shall:

(a) hold the Goods on a fiduciary basis as the Company’s bailee;

(b) store the Goods (at no cost to the Company) separately from all other goods of the Buyer or any third party in such a way that they remain readily identifiable as the Company’s property;

(c) not destroy, deface or obscure any identifying mark or packaging on or relating to the Goods; and

(d) maintain the Goods in satisfactory condition and keep them insured on the Company’s behalf for their full price against all risks to the reasonable satisfaction of the Company. On request the Buyer shall produce the policy of insurance to the Company.

6.4 The Buyer may resell the Goods before ownership has passed to it solely on the following conditions:

(a) any sale shall be effected in the ordinary course of the Buyer’s business at full market value; and

(b) any such sale shall be a sale of the Company’s property on the Buyer’s own behalf and the Buyer shall deal as principal when making such a sale.

6.5 The Buyer’s right to possession of the Goods shall terminate immediately if:

(a) the Buyer has a bankruptcy order made against him or makes an arrangement or composition with his creditors, or otherwise takes the benefit of any statutory provision for the time being in force for the relief of insolvent debtors, or (being a body corporate) convenes a meeting of creditors (whether formal or informal), or enters into liquidation (whether voluntary or compulsory) except a solvent voluntary liquidation for the purpose only of reconstruction or amalgamation, or has a receiver and/or manager, administrator or administrative receiver appointed of its undertaking or any part thereof, or documents are filed with the court for the appointment of an administrator of the Buyer or notice of intention to appoint an administrator is given by the Buyer or its directors or by a qualifying floating charge holder (as defined in paragraph 14 of Schedule B1 to the Insolvency Act 1986), or a resolution is passed or a petition presented to any court for the winding up of the Buyer or for the grant¬ing of an administration order in respect of the Buyer, or any proceedings are commenced relating to the insolvency or possible insolvency of the Buyer; or

(b) the Buyer suffers or allows any execution, whether legal or equitable, to be levied on his/its property or obtained against him/it, or fails to observe or perform any of his/its obligations under the Contract or any other contract between the Company and the Buyer, or is unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986 or the Buyer ceases to trade;

(c) the Buyer encumbers or in any way charges any of the Goods, or

(d) any event equivalent or analogous to, or having similar effect to, any of the events referred to in paragraphs (a), (b) or (c) above occurs with respect to the Buyer under the laws or regulations of any jurisdiction other than England.

6.6 The Company shall be entitled to recover payment for the Goods notwithstanding that ownership of any of the Goods has not passed from the Company.

6.7 The Buyer grants the Company, its agents and employees an irrevocable licence at any time to enter any premises where the Goods are or may be stored in order to inspect them, or, where the Buyer’s right to possession has terminated, to recover them.

6.8 Where the Company is unable to determine whether any Goods are the goods in respect of which the Buyer’s right to possession has terminated, the Buyer shall be deemed to have sold all goods of the kind sold by the Company to the Buyer in the order in which they were invoiced to the Buyer.

6.9 On termination of the Contract, howsoever caused, the Company’s (but not the Buyer’s) rights contained in this condition 6 shall remain in effect.

7. PRICE

7.1 Unless otherwise agreed by the Company in writing, the price for the Goods shall be the price set out in the Order Confirmation issued by the Company.

7.2 Unless otherwise expressly stated in the Order Confirmation issued by the Company, the price for the Goods shall be exclusive of any value added tax, imposts or other impositions by any Government of any jurisdiction payable in respect of the supply, importation or exportation of the Goods and of all costs or charges in relation to unloading at the Delivery Point, all of which amounts the Buyer shall pay in addition when it is due to pay for the Goods.

7.3 Unless otherwise expressly agreed with the Company, at the time of the issue by the Company of the Order Confirmation the Buyer shall pay the Company a deposit equal to a minimum of 30 percent of the price for the Goods set out therein for which the Company shall submit an invoice. The balance of the Price shall be payable in accordance with condition 8.1.

8. PAYMENT

8.1 Subject to condition 8.4, payment of the price for the Goods is due in pounds sterling (or in such other currency as is specifically stated in the Order Confirmation issued by the Company) and the Price less the amount of any Deposit already paid shall be paid by the Buyer within 30 days from the date of the invoice issued by the Company.

8.2 Time for payment shall be of the essence.

8.3 No payment shall be deemed to have been received until the Company has received cleared funds.

8.4 All payments payable to the Company under the Contract shall become due immediately on its termination despite any other provision.

8.5 The Buyer shall make all payments due under the Contract in full without any deduction whether by way of set-off, counterclaim, discount, abatement or otherwise unless the Buyer has a valid court order requiring an amount equal to such deduction to be paid by the Company to the Buyer.

8.6 If the Buyer fails to pay the Company any sum due pursuant to the Contract, the Buyer shall be liable to pay interest to the Company on such sum from the due date for payment at the annual rate of 4% above the base lending rate from time to time of Barclays Bank PLC, accruing on a daily basis until payment is made, whether before or after any judgment.

8.7 Unless the company expressly agrees otherwise, if the Buyer cancels all or part of an order for Goods once the Company has issued an Order Confirmation in respect thereof the Buyer agrees that the Company shall be entitled to retain the Deposit (or such proportion of it as it considers reasonable in the circumstances of the cancellation and the costs already then incurred by the Company in connection with such order) by way of liquidated damages for breach by the Buyer of the Contract.

9. QUALITY

9.1 The Company warrants that (subject to the other provisions of these conditions) upon delivery the Goods shall be of satisfactory quality within the meaning of the Sale of Goods Act 1979, and shall reasonably conform with the approved proof of the Goods in accordance with the approval procedures referred to in condition 11.3.

9.2 The Company shall not be liable for a breach of any of the warranties in condition 9.1 unless:

(a) the Buyer gives written notice of the defect to the Company, and, if the defect is as a result of damage in transit to the carrier, within seven days of the time when the Buyer discovers or ought to have discovered the defect; and

(b) the Company (or its duly authorised agent) is given a reasonable opportunity after receiving the notice of examining such Goods and the Buyer (if asked to do so by the Company or its duly authorised agent) returns such Goods to the Company's (or its duly authorised agent’s) place of business at the Company's cost for the examination to take place there.

9.3 The Company shall not be liable for a breach of any of the warranties in condition 9.1 if:

(a) the Buyer makes any further use of such Goods after giving such notice; or

(b) the defect arises because the Buyer failed to follow the Company’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; or

(c) the Buyer alters or repairs such Goods without the written consent of the Company.

9.4 Subject to condition 9.2 and condition 9.3, if any of the Goods do not conform with any of the warranties in condition 9.1 the Company shall at its option repair or replace such Goods (or the defective part) or refund the price of such Goods at the pro rata Contract rate provided that, if the Company so requests, the Buyer shall, at the Company's expense, return the Goods or the part of such Goods which is defective to the Company.

9.5 If the Company complies with condition 9.4 it shall have no further liability for a breach of any of the warranties in condition 9.1 in respect of such Goods.

9.6 Any Goods replaced shall belong to the Company.

10. LIMITATION OF LIABILITY

10.1 Subject to condition 4, condition 5 and condition 9, the following provisions set out the entire financial liability of the Company (including any liability for the acts or omissions of its employees, agents and sub-contractors) to the Buyer in respect of:

(a) any breach of these conditions;

(b) any use made or resale by the Buyer of any of the Goods, or of any product incorporating any of the Goods; and

(c) any representation, statement or tortious act or omission including negligence arising under or in connection with the Contract.

10.2 All warranties, conditions and other terms implied by statute or common law (save for the conditions implied by section 12 of the Sale of Goods Act 1979) are, to the fullest extent permitted by law, excluded from the Contract.

10.3 Nothing in these conditions excludes or limits the liability of the Company:

(a) for death or personal injury caused by the Company’s negligence; or

(b) under section 2(3), Consumer Protection Act 1987; or

(c) for any matter which it would be illegal for the Company to exclude or attempt to exclude its liability; or

(d) for fraud or fraudulent misrepresentation.

10.4 Subject to condition 10.2 and condition 10.3, the Company’s total liability in contract, tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise (including pure economic loss, loss of profit, loss of business, depletion of goodwill or otherwise, in each case whether direct, indirect or consequential, or any claims for consequential compensation whatsoever, howsoever caused) arising in connection with the performance or contemplated performance of the Contract shall be limited to the Contract price.

11. ADVERTISEMENTS

11.1. The Buyer (and the Advertiser, if applicable) hereby grant the Company the right to publish the Advertisement within or on the Goods.

11.2. The Buyer warrants that:

(a) in relation to an Advertisement, the Buyer contracts with the Company as a principal notwithstanding that the Buyer may be acting directly or indirectly for an Advertiser as an advertising agent or media buyer or in some other representative capacity;

(b) the reproduction and/or publication of the Advertisement as originally submitted or as amended pursuant to condition 11.5 will not breach any contract or infringe or violate any copyright, trademark or any other personal or proprietary right of any person or render the Company liable to any claim or proceedings whatsoever;

(c) any information supplied by the Buyer in connection with the Advertisement is accurate, complete and true;

(d) in respect of any Advertisement submitted for publication which contains the name or pictorial representation (photographic or otherwise) of any living person and/or any part of any living person and/or any copy by which any living person is or can be identified, the Buyer or the Advertiser has obtained the authority of such living person to make use of such name, representation and/or copy;

(e) in relation to any financial promotion, the Advertiser is, or its contents have been approved by, an authorised person within the meaning of the Financial Services and Markets Act 2000 or the Advertisement is otherwise permitted under that Act;

(f) the Advertisement complies with the requirements of all relevant legislation and regulations (including subordinate legislation, the rules of statutorily recognised regulatory authorities and the law of the European Union) for the time being in force or applicable in the United Kingdom and in any other relevant jurisdiction;

(g) all advertising copy submitted to the Company is legal, decent, honest and truthful and complies with the British Code of Advertising Practice and all other relevant codes under the general supervision of the Advertising Standards Authority and with all other applicable legislation, regulations and codes of any other relevant jurisdiction; and

(h) all Buyer Specified Components and the use of them in relation to the Goods complies with the requirements of all relevant legislation and regulations (including subordinate legislation, the rules of statutorily recognised regulatory authorities and the law of the European Union) for the time being in force or applicable in the United Kingdom and in any other relevant jurisdiction; and the Advertisement or the Goods contains all necessary instructions or safety warnings in relation to the Buyer Specified Components required by any such legislation or regulations.

11.3 It is the Buyer’s responsibility to check and confirm to the Company its approval of the final electronic and colour proofs of the Goods including the correctness of the content and colour of each Advertisement and to comply with the Company’s procedures in force for obtaining such confirmations by the deadlines required for production and delivery of the Goods in accordance with the Contract. The Company will give the Buyer reasonable notice of such procedures and deadlines. The Company assumes no responsibility for the correctness of a published Advertisement if the content of the published Advertisement is in accordance with the content of the Advertisement confirmed by the Buyer under the procedures referred to above

11.4 Unless otherwise agreed by the Company and the Buyer, the Company shall submit to the Buyer one set of production quality digital colour proofs for the Goods including the Advertisement before production commences for which the Buyer shall pay the Company a charge of 175GBP (or its equivalent using the then current exchange rate if the invoice is in a currency other than GBP). In the event that the proofs need to be PMS (Pantone Matching System) colour proofs, the Buyer shall incur additional charges to be notified by the Company to the Buyer. The Buyer shall within a reasonable period after submission of the proofs (such period to be notified by the Company to the Buyer) notify the Company in writing of its approval of the proofs. Should the Buyer request any alterations to the colour of the Goods (including the Advertisement) which are consistent with the specifications for the Goods set out in the Order Confirmation issued by the Buyer the Company shall use its reasonable endeavours to make such alterations as soon as reasonably practicable. Should the Buyer request any other alterations to the colour or the content of the copy contained within the Goods (including the Advertisement) the Buyer shall pay the Company an additional charge to be notified by the Company to the Buyer.

11.5 The Company may reject, or require to be amended, any artwork, materials and copy for or relating to an Advertisement so as (i) to comply with all legal or moral obligations placed on the Company or the Buyer or any Advertiser applicable in England and any other relevant jurisdiction; or (ii) to avoid infringing a third party’s rights, the British Code of Advertising Practice and all other codes under the general supervision of the Advertising Standards Authority (or any other applicable legislation, regulations and codes of any other relevant jurisdiction) or the production and quality specification stipulated or referred to in the Company’s specification manual. In the case of any such rejection or amendment the Buyer shall continue to be liable to pay the Company the price for the Goods affected by such rejection or amendment.

11.6 The Company will not be liable for any loss of copy, artwork, photographs or other materials, which the Buyer warrants that the Buyer has retained in sufficient quality and quantity for whatever purpose.

11.7 Where the Buyer is the Advertiser’s advertising agency, the Buyer warrants that the Buyer is authorised by the Advertiser to place the Advertisement with the Company and the Buyer will indemnify the Company against any claim made by the Advertiser against the Company arising from the publication or use thereof.

11.8 The Buyer will indemnify the Company and any publisher of an Advertisement and agree to keep the Company and any such publisher indemnified against all claims, costs, proceedings, demands, losses, damages, expenses or liability whatsoever arising directly or indirectly as a result of any breach or non-performance of any of the representations, warranties or other terms herein contained or implied by law.

12. DATA PROTECTION

12.1 The Buyer and the Company agree and acknowledge that they deal with Goods in the course of their businesses, that the Company needs to be able to assess and monitor the Buyer’s ability to remain solvent and to pay for, market and sell Goods supplied to it and to discharge its obligations generally to the Company, and to assist the Company in carrying out such assessments and monitoring it needs to seek, acquire, collate, manipulate, process, delete and act upon data relating to the Buyer including without limitation data concerning the Buyer’s creditworthiness held by credit rating agencies.

12.2 The Buyer authorises and instructs the Company to:

(a) apply to such persons for such data and at such times as the Company shall consider prudent concerning the Buyer, its business, financial standing, trading history and its assets and liabilities;

(b) to receive, retain, record and duplicate all responses to each such application in such form format and medium as the Company shall consider prudent;

(c) to create data recording all the Buyer’s orders for Goods, their value and volume, compliance or otherwise with applicable credit or payment terms and these provisions and all returns;

(d) to collate, manipulate, sort, process and delete all such material in such manner as the Company shall consider prudent and to record all decisions made by it in relation to the Buyer; and

(e) do each and every one of the foregoing in respect of each director of the Buyer (being a company) and each partner in it (being a partnership) and each participant in it (being a joint venture or other unincorporated association).

12.3 The Buyer agrees and acknowledges that the Company may transfer any such data to another person or entity which is providing services to, or carrying out certain functions on behalf of, the Company and in those circumstances the Company shall require such other person or entity to comply with the provisions of the Data Protection Act 1988 to the extent required by such Act.

12.4 The Company agrees with the Buyer that in the exercise of each and every one of the foregoing functions it will observe the principles set out in Schedule 1 to the Data Protection Act 1998.

12.5 The Company will on payment of such fee and at such intervals and in such format as may be prescribed by statute, supply the Buyer with a copy of any and all data it holds relating exclusively to the Buyer.

12.6 The Buyer agrees that the Company shall be permitted to use examples of the Goods ordered by the Buyer and refer to the Buyer by name as part of the Company’s own marketing and promotional activities from time to time and grants the Company all necessary licences to do so.

13 ASSIGNMENT

13.1 The Company may assign the Contract or any part of it to any person, firm or company.

13.2 The Buyer shall not be entitled to assign the Contract or any part of it without the prior written consent of the Company.

14. FORCE MAJEURE

The Company reserves the right to defer the date of delivery or to cancel the Contract or reduce the volume of the Goods ordered by the Buyer (without liability to the Buyer) if it is prevented from or delayed in the carrying on of its business due to circumstances beyond the reasonable control of the Company including, without limitation, acts of God, governmental actions, war or national emergency, acts of terrorism, protests, riot, civil commotion, fire, explosion, flood, epidemic, lock-outs, strikes or other labour disputes (whether or not relating to either party's workforce), or restraints or delays affecting carriers or inability or delay in obtaining supplies of adequate or suitable materials, provided that, if the event in question continues for a continuous period in excess of [60] days, the Buyer shall be entitled to give notice in writing to the Company to terminate the Contract.

15. GENERAL

15.1 Each right or remedy of the Company under the Contract is without prejudice to any other right or remedy of the Company whether under the Contract or not.

15.2 If any provision of the Contract is found by any court, tribunal or administrative body of competent jurisdiction to be wholly or partly illegal, invalid, void, voidable, unenforceable or unreasonable it shall to the extent of such illegality, invalidity, voidness, voidability, unenforceability or unreasonableness be deemed severable and the remaining provisions of the Contract and the remainder of such provision shall continue in full force and effect.

15.3 Failure or delay by the Company in enforcing or partially enforcing any provision of the Contract shall not be construed as a waiver of any of its rights under the Contract.

15.4 Any waiver by the Company of any breach of, or any default under, any provision of the Contract by the Buyer shall not be deemed a waiver of any subsequent breach or default and shall in no way affect the other terms of the Contract.

15.5 In the case of Goods ordered and/or any Advertisement placed by an advertising agent, media buyer or other agent (herein together referred to as an “agent”) on behalf of an Advertiser, the Advertiser and the agent shall each be a party to the Contract and shall be jointly and severally liable to the Company in respect of all matters arising under the Contract. The agent shall be responsible for making the Advertiser aware of such liability and shall be deemed for all purposes in connection with the Contract the agent of the Advertiser.

15.6 Subject to Condition 15.5, the parties to the Contract do not intend that any term of the Contract shall be enforceable by virtue of the Contracts (Rights of Third Parties) Act 1999 by any person that is not a party to it.

15.7 The formation, existence, construction, performance, validity and all aspects of the Contract shall be governed by English law and the parties submit to the exclusive jurisdiction of the English courts.

16. COMMUNICATIONS

16.1 All communications between the parties about the Contract shall be in writing and delivered by hand or sent by pre-paid first class post or sent by fax:

(a) (in case of communications to the Company) to its registered office or such changed address as shall be notified to the Buyer by the Company; or

(b) (in the case of the communications to the Buyer) to the registered office of the addressee (if it is a company) or (in any other case) to any address of the Buyer set out in any document which forms part of the Contract or such other address as shall be notified to the Company by the Buyer.

16.2 Communications shall be deemed to have been received

(a) if sent by pre-paid first class post, two days (excluding Saturdays, Sundays and bank and public holidays) after posting (exclusive of the day of posting); or

(b) if delivered by hand, on the day of delivery; or

(a) if sent by email or fax on a working day prior to 4.00 pm, at the time of transmission and otherwise on the next working day.

16.3 Communications addressed to the Company shall be marked for the attention of the Sales Director.

© Kyp Plc 2010 Edition: May 2010