By engaging with The Sincura Group of companies you agree to our terms and conditions below.
TERMS AND CONDITIONS – PLEASE READ THESE CAREFULLY.
As a supplier you are representing The Sincura Group and must operate to the same high standards. Our terms and conditions reflect your agreement when supplying services or goods to us, or to our clients.
In this Agreement, the following words shall have the following meanings:
1.1 “The company” mean The Sincura Group (or any of the companies with the group, namely Sincura Arts, Sincura Concierge, Sincura Tickets or Sincura Lifestyle.
1.2 “The Member” means any member represented by the company.
1.3 “Supplier” means any person who is providing a service or product, paid or non-paid, to the company.
1.4 “Goods” means the items or supplied.
1.5 “Intellectual property” means any patent registered design, copyright, database right, design right, topography right, trade mark, service mark, application to register any of the aforementioned rights, trade secret, right in unpatented know-how, right of confidence and any other intellectual or industrial property right of any nature whatsoever in any part of the world.
1.6 “Payment Card” means credit/debit or charge card of which we hold the details.
2. OFFER AND ACCEPTANCE
2.1 All quotations or estimates given by the Supplier verbally or in writing shall constitute an offer. Acceptance may be made by either the payment or confirmation of the order verbally or in writing.
2.2 Once the offer is accepted these terms and conditions will automatically come into effect.
3. TIME OF DELIVERY OR PERFORMANCE
3.1 Any time for delivery or despatch of Goods or completion of Services agreed between the parties in writing shall be of the essence.
3.2 Prior to the date(s) for delivery of any Goods or performance of the Services, the company (acting reasonably) may alter such date(s), quantities and type of Goods, places for delivery and/or details of the Services, upon giving the Supplier reasonable notice in writing. If any such alteration affects the price agreed for the Goods and/or Services the Supplier shall promptly notify the Sincura Group.
4. STATUTORY OBLIGATIONS
4.1 The Supplier shall comply with all relevant UK and EU legislation, rules, regulations, bylaws, codes of practice and directives relating to the supply of Goods and Services hereunder.
5. PRICE AND PAYMENT
5.1 It shall be agreed between the Company and Supplier whether payment is made by The Company or the Member.
5.2 It shall be agreed between the Company and Supplier the dates of payment, whether paid in advance of the service provided or upon receipt of the service.
5.3 if payment is made directly between the The Supplier and The Member it shall be the responsibility of the Supplier to collect the payment. The Company are not responsible for non-payments in this situation though will make all efforts to assist The Supplier in collection outstanding payments.
6. SERVICES SUPPLIED
6.1 The services provided by The Supplier shall be as described in any written or verbal material.
6.2 If the Supplier is outsourcing jobs to a third party, the Supplier must provide all details of the third-party company and the order to The Company if requested.
7.1 The Supplier shall indemnify The Company in full against all liabilities, costs, expenses, damages and losses (including but not limited to any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal costs calculated on a full indemnity basis) suffered or incurred by The Company arising out of or in connection with any breach of or negligent performance or non-performance of this agreement by Supplier.
8.1 (a) Any order hereunder may be terminated by written notice forthwith:
a) by The Company and The Supplier if the other commits any material or persistent breach of these terms and, where capable of remedy fails to remedy the same within 7 days;
b) by either party if the other becomes bankrupt or insolvent or any receiver or administrator or similar person is appointed in respect of that party or enters into any arrangement with its creditors;
c) by either party if they reasonably believe that any of the events
(b) above is about to occur and notifies the other party accordingly;
d) by The Company if the Supplier ceases or threatens to cease to carry on business; or
e) by the Company, if the Supplier fails to deliver or despatch the Goods or complete the Services in good time.
8.2 The Company shall have the right at any time and for any reason to terminate any order in whole or in part by giving the Supplier not less than 28 days written notice whereupon all work shall be discontinued.
9. CONFIDENTIALITY AND PUBLICITY
9.1 As an information and review service you permit The Company to share and publish their experience of The Supplier through our news service, with the press, with our members and with selected organisations and websites.
9.2 The Supplier shall not use The Company’s name for advertisements or publicity without its consent
10. INTELLECTUAL PROPERTY RIGHTS
10.1 The Supplier shall indemnify the Company in full against any claim for infringement (or alleged infringement) of any Intellectual Property rights brought by a third party as a result of the use of any Goods, the results of any Services or any materials supplied by the Supplier.
11. HAZARDOUS GOODS
11.1 Prior to delivery the Supplier shall give The Company written notice of any Goods and/or other items accompanying the Goods or associated with their delivery as having toxic or other hazards to the safety or health of persons or property. The Supplier shall identify those hazards and give clear and full details of all precautions which the Supplier and the Company should take.
12.1 The Supplier shall procure and maintain insurance(s) in amounts and with coverages acceptable to The Company and in line with good industry practice, with reputable insurance companies. At The Company’s request, the Supplier shall furnish to The Company certificates and other satisfactory evidence of such insurances. The Supplier’s purchase and maintenance of such appropriate insurance however shall not modify or relieve the Supplier of its obligations and liabilities under this Contract.
13.1 All Services supplied shall be performed by appropriately qualified and trained personnel with due care and diligence.
13.2 None of the work covered by the Contract shall be assigned or sub-contracted by the Supplier.
13.3 The provisions of the Contract (Rights of Third Parties) Act 1999 shall not apply to the Contract and are hereby expressly excluded.
13.4 Except as otherwise provided herein, the rights of either party under the Contract shall not be prejudiced or restricted by any indulgence or forbearance extended by one party to the other and no waiver by one party of its rights in relations to any breach of the Contract shall affect its rights in respect of any subsequent breach.
13.5 Any demand, notice or other communication given or made under or in connection with this Contract shall be in writing.
13.6 All notices shall be deemed properly served if delivered in person or sent by email fax or first class post to its registered office or principle place of business. A notice sent by fax will be deemed to have been served at the time of successful transmission, provided a confirmatory copy is also sent by first class post. A notice sent by first class post shall be deemed served two working days after posting.
13.7 The Supplier and The Company are independent contracting parties and nothing in this Contract shall make either party the agent or representative of the other.
13.8 If any provision herein is held by any competent authority to be invalid or unenforceable in whole or in part the validity of the other provisions and the remainder of the provisions in question shall not be affected thereby.
13.9 This Contract constitutes the entire agreement between the Supplier and the Supplier with respect to the matters contained herein and supersedes all prior oral or written representations and agreements.
13.10 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.
14. DELIVERY OF GOODS
14.1 At time of delivery the Supplier shall provide an advice note detailing The Company purchase order number, description code number (if any) and quantity of the Goods consigned.
14.2 All Goods must be adequately packaged and protected against damage and deterioration in transit.
14.3 Returnable packaging and other containers shall be supplied by the Supplier free of charge.
15. STATUTORY OBLIGATIONS - IMPORTED GOODS
15.1 The Suppler shall furnish the necessary information for AW to comply with the EC Intrastat regime.
16. PROPERTY AND RISK
16.1 Title to the Goods shall not pass to The Company until the price for those Goods has been paid but in any event, The Company shall be entitled to resell or use the Goods in the ordinary course of business.
16.2 The risk in the Goods shall pass upon the delivery of the Goods provided that a duly authorised representative of The Company signs for the receipt of the Goods.
16.3 Where advance or progress payments are made, title but no risk shall pass to The Company as soon as items are allocated to the Contract. All items so allocated shall be adequately marked and recorded as being the property of The Company.
17. REJECTION OF GOODS
17.1 The Company may reject any Goods which on inspection are found not to confirm with the requirements of the Contract and the Supplier shall at its own expense remove the rejected Goods and shall do so within 7 working days receipt of notification of rejection.
17.2 If the Supplier fails to remove the Goods in accordance with Clause 18.1, The Company may return the rejected Goods to the Supplier at the Supplier’s risk, the cost of carriage being recoverable from the Supplier.
17.3 When The Company rejects any Goods after delivery, AW at its sole discretion shall either (i) obtain a full refund of the Goods or (ii) require that the Supplier (at its own expense) delivers Goods which conform with the requirements of the Contract as soon as reasonably practicable.
18. QUALITY AND DESCRIPTION
19.1 Unless otherwise agreed in writing by The Company all Goods supplied shall:
a) conform as to quality and description stated in the purchase order and correspond to any sample pattern or specification specified in the Contract;
b) comply with any applicable British or European equivalent standard specification;
c) be of sound materials and workmanship;
d) be fit for the purpose for which they are supplied and any purpose that the Supplier is made aware of; and
e) be new, or be provided using new materials.
19.1 Without prejudice to any other rights or remedies, the Supplier shall expeditiously repair or replace all Goods which are or become defective during the period of 12 months (or during any other longer agreed period) from using the Goods where such defects occur under proper usage and are due to faulty design, materials or workmanship or erroneous or inadequate instructions as to use or any other breach of the Supplier’s obligations, whether express or implied.
19.2 Repairs and replacements shall themselves be subject to the foregoing obligations for a period of 12 months (or any extended agreed period) from the date of reinstallation or supply.