1.1 The present terms and conditions (hereinafter terms and conditions) regulate business relations with YM Media Limited (UK COMPANY NUMBER 09304772)
1.2 These terms and conditions take precedence over the buyer’s purchase conditions. 1.3 The following terms and conditions of sale and delivery apply between the ordering party and the supplier to the extent that they are not waived by express written agreement between the parties. 1.4 The terms and conditions can only be waived via written agreement signed by YM Media Limited.
2 Offer, acceptance and order confirmation.
2.1 If YM Media Limited submits an offer, this is only binding on YM Media Limited if accepted within 30 days of the date or within the shorter acceptance period that may be stated in the offer.
2.2 The agreement has been entered into when the buyer’s acceptance has been received by YM Media Limited. In cases where the buyer has not expressly agreed, an agreement has been entered into when YM Media Limited Limited has submitted an order confirmation of a received order.
2.3 Any conflicting acceptance of offers made by YM Media Limited entails the cancellation of the offer. The aforementioned applies in relation to any discrepancy and is independent of whether the buyer was aware of the discrepancy.
2.4 If YM Media Limited order confirmation deviates from the buyer’s order by addition, reduction, or proviso, and the buyer does not accept these changes, the buyer must notify YM Media Limited within 8 days. Otherwise, only YM Media Limited’s order confirmation applies.
3.1 All prices quoted by YM Media Limited do not include VAT.
3.2 All prices are based on salary levels, material prices and other costs applicable on the date of submission of the offer or order confirmation.
3.2.1 If the ordering party has requested the supplier prepare a layout, final drawing, proofing, Cromalin/proofs, etc., the supplier is entitled to have this work paid for.
3.2.2 If increases in material prices, public taxes or other unforeseen costs have occurred in the period leading up to delivery, the supplier is entitled to adjust the price with such documented increases.
3.3 In addition to the offered or agreed price, the supplier is entitled to charge for:
3.3.1 Work that is incurred as a result of basic material that the ordering party has provided to the supplier which turns out to be incomplete, unsuitable or defective, or due to corrections made to the delivered material after the work has started.
3.3.2 Overtime or other measures to be agreed with the ordering party after the conclusion of the agreement.
3.4 All prices are intended for delivery at the specified address on a loading platform or at the pavement Transport costs beyond the site’s boundaries, including any transport insurance as a result thereof are paid by the ordering party in addition to any agreed price, cf. 3.3.
3.5 If the ordering party wishes and the supplier undertakes to store completed jobs, material or finished printed material or paper belonging to the buyer, or other goods that do not belong to the supplier, the ordering party shall pay for this in addition to the agreed price.
4 Payment terms.
4.1 The terms of payment are 8 days, unless otherwise explicitly agreed.
4.2 If the purchase price is not paid on time, overdue interest will be attributed from the due date.
4.3 Overdue interest is 2% on the first of each month.
4.4 Agreed discounts are only provided if payment is made on time to YM Media Limited’s account.
4.5 YM Media Limited is entitled to actual payment. Thus, deductions cannot be made.
4.6 At YM Media Limited’s request, the ordering party may be obliged at any time to provide a bank guarantee for payment. If the request is made after the conclusion of the agreement, YM Media Limited is obliged to exempt the ordering party from paying any related expenses.
4.7 If the customer’s financial situation is the reason why an agreement cannot be carried out on a continuous basis, the supplier is entitled to partial invoicing.
5 Passing of risk.
The risk passes to the buyer upon delivery.
6 Delivery, place of delivery and delay.
6.1 Delivery takes place at the agreed location.
6.2 Notwithstanding the provisos in 6.3, delivery shall take place at the time agreed upon with the buyer. If no such delivery time is agreed, delivery shall take place when the supplier’s work is completed.
6.3 Should delivery be delayed or prevented due to any of the circumstances or the buyer’s actions or omissions mentioned in 7.4; 7.5, YM Media Limited has the right to a corresponding extension of the delivery time or to terminate the agreement. Should an event such as the above-mentioned mean that fulfilment of YM Media Limited’s delivery obligations becomes more expensive for YM Media Limited, YM Media Limited is however still obliged to carry these out, should the buyer declare that it will indemnify YM Media Limited against payment of the additional cost calculated by YM Media Limited.
6.4 The delivery location is the place specified by the buyer, which shall be understood as being delivered by loading platform or on the pavement. All shipping beyond the site takes place at the buyer’s expense, cf. 3.4, and risk. YM Media Limited is obliged at the buyer’s request and expense (cf. 3.4) to take out any requested transport insurance.
7 Delivery time and delay.
7.1 Any indication of delivery time is approximate.
7.2 If delivery is less than one week late in relation to the estimated delivery time, the buyer is not entitled to cancel the agreement.
7.3 The buyer is also not entitled to claim damages if delivery is delayed less than one week in relation to the estimated delivery time and YM Media Limited has done everything to remedy the delay.
7.4 In the event of a delay and in the event of a delivery defect YM Media Limited shall have no liability where the delay or defect is due to defects in or damage to production equipment which has been proven to have caused delay or damage to production, in the event of any kind of industrial action or any other circumstances that YM Media Limited cannot control, such as fire, water damage, natural disasters, war, mobilisation or unforeseen military call-ups of similar magnitude, requisition, seizure, rebellions, disturbances, currency restrictions, lack of means of transport, shortages of general commodities, energy restrictions, export and import bans and other similar situations of force majeure.
7.5 Delay or defective delivery is covered by freedom from liability mentioned in 7.4 if the reason for the subcontractor’s delay or non-performance of duties is one of the circumstances mentioned in 7.4, or is due to the company going out of business.
7.6 In case of delay or defects in the delivered items, YM Media Limited shall not be liable for the ordering party’s operating losses, loss of profits or other indirect losses, including losses due to the ordering party’s legal relationship with third parties, cf. however 9.1.
8.1 YM Media Limited is not responsible for errors that the ordering party has not addressed during proofreading or in reproduction proofs.
8.2 Minor deviations from the approved test sample or agreed upon specification do not entitle the buyer to a price reduction or to refuse to receive the order.
8.3 YM Media Limited is entitled to an under or over-delivery tolerance of up to 5% of the agreed run. In cases where paper has been provided specifically for the order by suppliers other than YM Media Limited, YM Media Limited is entitled to a reasonable over or under-delivery tolerance in excess of 10% of the agreed print run, although no more than the material supplier’s delivery terms.
8.4 If the delivery proves to be defective, the ordering party is obliged to immediately and no later than 5 days after delivery lodge a complaint. If the ordering party does not lodge a complaint or files one past the deadline, the ordering party loses the right to any claims due to the defect. The supplier is entitled to correct a defect if this can be done within a reasonable time.
8.5 If the buyer provides paper or other material for the delivery, the supplier shall not be liable for errors or defects that may be attributed to these items.
8.6 If the goods delivered by YM Media Limited contain defects that do not render them unusable in any respect, then the buyer is only entitled to claim a proportionate discount. On the other hand, the buyer is not entitled to cancel the order nor demand compensation, replacements or repairs.
9 Product liability.
The supplier is liable in the event that a delivered product causes personal injury or damage to property if the item in question is by its nature usually intended for professional use and is mainly used by the injured party accordingly. The supplier is only liable for commercial damage if it is documented that the damage is caused by the fact that the supplier or its people have made mistakes that would not have been prevented by the ordering party’s inspection of the delivered products. However, the supplier is never liable for damage caused to the ordering party’s or others’ productions, to products that are packaged in/labelled with the delivered products, or to items that these products are included in, unless it is documented that the supplier’s side has acted with gross negligence. The supplier is never liable for operating losses, loss of profits and other indirect losses. In the event that the supplier, in connection with a business damage claim, is subject to a liability to a third party in excess of the stipulated limits on the supplier’s liability, the ordering party is obliged to indemnify the supplier for this as well as for legal costs.
10 Infringement of intellectual property rights.
10.1 YM Media Limited bears no responsibility for the buyer’s lack of legal authority for the reproduction, reduplication or publication of writing, images, drawings, patterns, illustrations, texts, trademarks, other business logos and equipment, including design or anything else that may be subject to the rights of third parties. If YM Media Limited claims liability to third parties in connection with the buyer’s lack of legal authority to exercise the rights of third parties, the buyer will indemnify YM Media Limited for such liability.
10.2 YM Media Limited is not liable for loss or damage to property, such as originals, materials, etc. that are not YM Media Limited’s. YM Media Limited is, however, liable if it is demonstrated that the loss or damage is due to gross negligence by YM Media Limited or its people. The buyer is responsible for insuring the product against damage and destruction.
11.1 If the Buyer finds defects in the delivered items, then a complaint must be lodged immediately and no later than 5 working days after delivery.
11.2 The complaint must be made in writing and contain a description of the reason for the complaint and what rights, if any, the buyer wishes to claim.
11.3 If the buyer’s complaint is lodged too late, any claim for breach of contract will be forfeited.
12 Liability and compensation.
12.1 The size of the claims made against YM Media Limited is limited to the present terms and conditions.
12.2 Notwithstanding the basis of any claims on the part of the buyer against YM Media Limited, these may not exceed 50% of the value of the order serving as the basis of the claims.
12.3 Under no circumstances is YM Media Limited liable for indirect losses and consequential damage, such as operating losses and abortive costs.
13 The buyer’s financial conditions.
13.1 If, in the opinion of YM Media Limited, the buyer’s financial circumstances are not satisfactory, YM Media Limited is entitled at any time to cancel the buyer’s orders, unless, upon written request, the buyer promptly pays for all previously delivered goods, and prepays open orders or alternatively ensures payment in the form of a bank guarantee.
13.2 If the buyer does not make payment in accordance with the above provision or provide a bank guarantee in accordance with the aforementioned provision, YM Media Limited is entitled to terminate the present agreement at any time and demand compensation in the form of positive expectation damages.
14 Applicable law and jurisdiction
14.1 Any dispute between YM Media Limited and the buyer shall be settled in accordance with UK Law by the court in London.