1. Interpretation: 

1.1 In these conditions the following words shall have the following meanings:  

“Emap”  Emap Ltd or such other company within the Emap group of companies as is stated on the Order;  

“the Contract”  the contract formed between the Supplier and Emap upon the Supplier’s acceptance of the Order and governed by these conditions;  

"Deliverables"  any document, report, other material, data or information provided by the Supplier as part of the Services;  

"Delivery Address"  the delivery address stated in the Order;  

"Emap Material"  any documents or other materials, data or other information provided by Emap to the Supplier relating to the provision by the Supplier of the Services;  

“Goods”  any materials, merchandise or other goods described in the Order;  

"IPR"  any and all trade marks, service marks, copyright, moral rights, rights in design, know-how, confidential information and all or any other intellectual property rights whether or not capable of registration and whether subsisting in the United Kingdom or any other part of the world together with all or any goodwill relating thereto;  

"the Order"  any Emap purchase order (whether printed overleaf or otherwise) to which these conditions apply;  

“Price”  the price of the Goods and/or the Services (as appropriate) set out in the Order;  

"Services"  any services to be provided by the Supplier including any Deliverables and described in the Order; 

"the Supplier"  any person, firm or company who accepts the Order. 

2. Orders 

2.1  The Order constitutes an offer by Emap to purchase the Goods and/or the Services subject to these conditions, which shall apply to the Contract to the exclusion of all other terms and conditions (whether previously issued by Emap or appearing on any documentation issued by the Supplier).  These terms and conditions can only be varied by written agreement between Emap and the Supplier. 

2.2  An Order shall be accepted when the Supplier either expressly by giving notice of acceptance or impliedly by fulfilling the Order in whole or in part accepts the Order. 

2.3  Where an Order is for Goods only, clauses 8 and 9 of these conditions shall not apply to that Order.  Where an Order is for Services only, clauses 4 to 7 (inclusive) of these conditions shall not apply to that Order.  Where an Order is for both Goods and Services all the provisions of these conditions shall apply as appropriate. 

2.4  If the Goods and/or Services are to be provided in instalments, the Contract shall be treated as single and not severable. 

3. Price and Payment 

3.1  The Price for the Goods and/or Services shall be:
(a) exclusive of any applicable Value Added Tax (which shall be payable by Emap subject to receipt of a VAT invoice); and
(b) in the case of an Order for Goods, inclusive of all charges for packaging, freight, carriage, insurance, delivery of the Goods at the Delivery Address and any duties, tariffs, taxes or levies (other than Value Added Tax). 

3.2  The Price may not be increased without Emap's prior written consent. 

3.3  Emap shall pay the Price within 45 days of the date of  the invoice which shall quote the number and date of the Order to which the invoice relates. 

3.4  Emap may set off against the Price any sums owed to it by the Supplier. 

4. Quality of Goods 

4.1  The quantity, quality and description of the Goods shall, subject as provided in these conditions, be as specified in the Order. There are occasions when due to circumstances beyond the control of Emap it is necessary either to increase or reduce the Quantity ordered. In view of this under no circumstances must the production run of any of the Products commence before permission to do so has been given by Emap and a check on the Quantity required must be made before production commences. 

4.2  The Supplier warrants to Emap that, in addition to the terms implied into the Contract by statute from time to time and without prejudice to clause 4.1 above, the Goods (and/or their importation, use or resale) will not infringe the IPR of any other person. 

4.3  The Supplier shall comply with all applicable regulations or other legal requirements concerning the manufacture, packaging, packing and delivery of the Goods. 

4.4  The Supplier shall permit Emap on reasonable notice and within ordinary business hours to inspect and test the Goods during manufacture, processing or storage at the premises of the Supplier or any third party prior to despatch, and the Supplier shall provide Emap with all facilities required for such inspection and testing. 

4.5  If as a result of inspection or testing Emap is not satisfied that the Goods will comply in all respects with the Contract and Emap so informs the Supplier within seven days of inspection or testing, the Supplier shall take such steps as are necessary to ensure compliance and if such steps are not taken to Emap's satisfaction, Emap may withdraw its Order without any liability to the Supplier. 

5. Delivery and acceptance of Goods 

5.1  The Goods shall be delivered to the Delivery Address during Emap’s ordinary business hours on the date stated in the Order or, where the date of delivery is to be fixed after the placing of the Order, on the date agreed by Emap and the Supplier.  The time for delivery of the Goods is of the essence of the Contract. Delivery shall take place at the Delivery Address when all of the Goods have been unloaded from the vehicle of Supplier or any carrier appointed by the Supplier. 

5.2  Emap shall be entitled to reject any of the Goods delivered which are not in accordance with the Contract. Emap shall not be deemed to have accepted any of the Goods until it has had a reasonable time to inspect them following delivery or, if later, within a reasonable time after any latent defect in the Goods has become apparent. 

5.3  The Supplier shall be responsible for collecting any rejected Goods or any Goods delivered which are in excess of the quantity mentioned in the Order and shall reimburse any costs incurred by Emap in respect of storage or otherwise. 

5.4  Emap shall not be obliged to safeguard or return to the Supplier any packaging or packing materials for the Goods, whether or not any of the Goods are accepted by Emap. 

6. Risk and Title in Goods 

6.1  Risk of damage to or loss of the Goods shall pass to Emap upon delivery in accordance with the Contract.  Pending such delivery the Supplier shall maintain sufficient insurance cover against risk of loss or damage to the Goods. 

6.2  Title to and property in the Goods shall pass to Emap upon delivery, unless payment is made prior to delivery, in which case, without prejudice to the terms of clause 6.1, title and property shall pass to Emap once payment has been made. 

7. Remedies for Goods not supplied in accordance with the Contract
   Without prejudice to any other remedy, if any Goods are not supplied in accordance with the Contract, then Emap shall be entitled:
   (a) to rescind the Order;
   (b) to require the Supplier to repair the Goods or to supply replacement Goods in accordance with the Contract within seven days; or
   (c) at Emap's sole option, and whether or not Emap has previously required the Supplier to repair the Goods or to supply any replacement Goods, to reject the Goods (in whole or in part) and return them to the Supplier at the risk and cost of the Supplier on the basis that a full refund for the Goods so returned shall be paid forthwith by the Supplier;
   (d) to refuse to accept any further deliveries of the Goods but without any liability to the Supplier; and
   (e) to carry out at the Supplier's expense any work necessary to make the Goods comply with the Contract. 

8. Supply of Services 

8.1  Emap shall at its own expense provide the Supplier with any Emap Material reasonably requested by the Supplier to enable the Supplier to provide the Services in accordance with the Contract. 

8.2  The Supplier shall perform the Services, subject as provided in this Contract, at the time set out in the Order and in accordance with any particulars set out in the Order. 

8.3  The Supplier warrants that it is entitled to enter into this Contract and that it shall ensure that the Services are performed at all times:
(a) by experienced personnel and at times and places reasonably agreed by the Supplier with Emap;
(b) in full cooperation with Emap;
(c) truthfully, accurately, loyally and in good faith towards Emap;
(d) to the best of its ability, in a professional, timely and workmanlike manner;
(e) in accordance with all applicable laws, rules and regulations (including, where relevant, any World Trade Organisation agreements and European Community directives governing tendering and contractual procedures, and any derivative and implementing UK laws);
(f) without doing any act or thing which would or might be expected to damage the reputation of Emap; and
(g) in accordance with any reasonable directions of Emap. 

8.4  The Supplier shall ensure that it and (if applicable) its personnel shall have sufficient resources of time to perform the Services promptly and in accordance with the Contract. 

8.5  The Supplier shall notify Emap in writing of any actual, potential or possible conflict of interests on its part in contracting with Emap for the provision of the Services, as soon as it becomes aware of the same, or suspects that the same may have arisen. 

9. Rights in Deliverables
   The Supplier hereby:
   (a) warrants that it is or shall be the sole and unencumbered owner of all IPR in any Deliverables and that nothing in them (or any exploitation thereof by Emap) will infringe any right whatsoever of any third party;
   (b) irrevocably assigns to Emap with full title guarantee the IPR, whether vested, contingent or future, in any Deliverables for the full period thereof, including any extensions or renewals, and including all rights of action accrued at the date of this assignment or which may accrue hereafter;
   (c) undertakes to do all acts and execute all documents drafted or prepared by the Supplier for Emap which may be necessary to confirm the title of Emap to the IPR so assigned;
   (d) warrants that it has not, and shall not, grant or assign any rights of any nature in any Deliverables to any third party whatsoever in any part of the world;
   (e) warrants that the IPR in any Deliverables is assigned to Emap free of all moral rights;
   (f) warrants that it has all the applicable permissions and licenses and has fulfilled any other relevant  requirements required to copy and provide to Emap any third party documentation or information in whatever format ("Documentation") provided as part of the Services, and that any Documentation shall be appropriately labeled as such where not immediately identifiable. 

10. Liability
    The Supplier shall indemnify Emap in full against all liability, loss, damages, costs and expenses (including legal expenses) awarded against or incurred or paid by Emap as a result of or in connection with any breach of any warranty or default by the Supplier in the performance of any of its obligations under this Contract. For the avoidance of doubt, where Services are being provided, the Supplier shall not be liable to Emap for any breach of warranty arising from its reliance on the Emap Material. 

11. Cancellation & Termination 

11.1  Emap reserves the right to cancel or suspend the Contract if the Supplier is in breach of any previous agreement between the parties incorporating these conditions or any goods or services previously supplied by the Supplier to Emap were not to Emap’s satisfaction and such dissatisfaction has been communicated to the Supplier prior to placing the Order in hand. 

11.2  Emap shall have the right at any time and for any reason to terminate the Contract in whole or in part by giving the Supplier written notice whereupon all work on the Contract shall be discontinued and Emap shall pay to the Supplier fair and reasonable compensation for work-in-progress at the time of termination but such compensation shall not include loss of anticipated profits or any consequential loss. 

11.3  Emap shall have the right at any time by giving notice in writing to the Supplier to terminate the Contract forthwith if:
(a) the Supplier commits a breach of any of the terms and conditions of the Contract;
(b) any distress, execution or other process is levied upon any of the assets of the Supplier;
(c) the Supplier 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 a resolution is passed or a petition presented to any court for the winding up of the Supplier or for the granting of an administration order in respect of the Supplier, or any proceedings are commenced relating to the insolvency or possible insolvency of the Supplier;
(d) the Supplier ceases or threatens to cease to carry on its business; or
(e) the financial position of the Supplier deteriorates to such an extent that in the opinion of Emap the capability of the Supplier adequately to fulfil its obligations under the Contract has been placed in jeopardy. 

11.4  The termination of the Contract, however arising, will be without prejudice to the rights and duties of Emap accrued prior to termination.  The conditions which expressly or impliedly have effect after termination will continue to be enforceable notwithstanding termination. 

12. General: 

12.1  Performance.  Emap may perform any of its obligations or exercise any of its rights under the Contract itself or through any other member within the Emap group of companies and any act or omission of any such other member shall be deemed to be the act or omission of Emap; 

12.2  Confidentiality.  All Orders placed by Emap are strictly confidential and the Supplier must not publish or cause to be published by any means whatsoever, any details concerning the Goods and/or the Services, the subject of this Order, without Emap’s previous consent in writing. 

12.3  Notices. Any notice required or permitted to be given by either party to the other under these conditions shall be in writing addressed to the other party at its registered office or principal place of business or such other address as may at the relevant time have been notified pursuant to this provision to the party giving notice. 

12.4  Assignment.  The Supplier shall not, without the prior written consent of Emap, assign, sub-license, sub-contract or otherwise transfer to any third party any of its rights or obligations under this Contract.  Emap shall be entitled to assign its rights and/or obligations under this Contract. 

12.5  Third party rights.  Subject to Clause 12.1 above, both parties agree that no term of this Contract will be enforceable by any third party by virtue of the Contracts (Rights of Third Parties) Act 1999. 

12.6  Severance.  In the event that any provision (including any distinct sub-condition) of this Contract is held to be illegal, invalid, void or unenforceable, it shall be severed from the remaining provisions of this Contract which shall continue in full force and effect. 

12.7  Waiver.  Failure or neglect by either party to enforce any provision of this Contract shall not be construed nor shall be deemed to be a waiver of that party's rights under this Contract and shall not prejudice that party's rights to take subsequent action. 

12.8  Entire agreement.  This Contract contains the entire agreement between the parties in relation to the purchase by Emap of the Goods and/or the Services.  It supersedes any prior agreements, representations, arrangements or undertakings in relation to such subject matter, provided that nothing in this condition shall exclude or limit liability for fraudulent misrepresentation.  

12.9  Law.  This Contract shall be governed by and interpreted in accordance with English law and the parties submit to the exclusive jurisdiction of the English courts. 

12.10  Headings.  The headings of the conditions and sub-conditions of this Contract are used for convenience only and shall not affect the interpretation hereof.