UK Purchase Conditions
“BBCS” means BBC Studios Distribution Limited, its Subsidiaries and all their relevant officers, servants and/or agents; "Contract" means these Purchase Conditions and the Purchase Order; "Contract Period" shall be as defined in Clause 4; "Contract Price" means the price as specified in the Purchase Order; "Deliverables" means any item(s) to be constructed, manufactured or provided by the Supplier pursuant to the description in the Purchase Order or in the case of Services the physical or intellectual output of the Services; "Facilities" means any facilities to be provided by the Supplier pursuant to the description in the Purchase Order; "Intellectual Property Rights" means all copyright and other intellectual property rights in any media, including (without limitation) know how, database rights, patents, trademarks, service marks, trade names, moral rights, design rights, domain names and any other intellectual or industrial property rights, together with any applications for the protection or registration of those rights and all renewals and extensions thereof throughout the world; "Purchase Order" means the purchase order and/or other documentation detailing the Deliverables, Facilities and/or Services, "Services" means any services to be provided by the Supplier pursuant to the description in the Purchase Order (which will include where appropriate any equipment/materials provided by the Supplier to perform the Services); "Subsidiary" means all direct and indirect subsidiary undertakings from time to time of BBCS; "Supplier" shall be the organisation or individual responsible for providing the Deliverables, Facilities and/or Services and shall include all its relevant officers, servants and/or agents.
- Existence of Contract
The Contract shall prevail at all times to the exclusion of all other terms and conditions including any terms and conditions which the Supplier may purport to apply and the provision of the Deliverables, Facilities and/or Services shall be deemed conclusive evidence of the Supplier's acceptance of the Contract.
- Good Faith/Outside Activities
The Supplier shall act in good faith towards BBCS and shall not bring BBCS into disrepute nor, without the prior consent of BBCS, make any reference to it in association with any advertising or other promotional material or write for publication or speak in public about BBCS or its affairs.
- Contract Period
The Contract shall be completed in accordance with/by the date(s) specified in the Purchase Order, subject to Clause 15.
- Contract Price/Payment
(5.1) BBCS shall pay to the Supplier the Contract Price plus VAT (if applicable) in BBCS’ first weekly payment run following twenty eight (28) days from the end of the month in which any undisputed invoice is dated and delivered in accordance with sub-clauses 5.2 and 5.3.
(5.2) All invoices must be correctly addressed and emailed to BBCS in pdf format to bbcstudiosPDFinvoices@bbc.co.uk and/or posted to BBC Studios Distribution Accounts Payable, PO Box 750, Redhill RH1 9GH. All invoices must be dated with the date that they are posted and/or emailed to BBCS. Only printed invoices free of hand written alterations will be processed.
(5.3) All invoices must be printed and contain the following:
(5.3.1) Supplier name and address:
(5.3.2) invoice/credit note number;
(5.3.3) invoice/credit note date;
(5.3.4) Purchase Order number;
(5.3.5) VAT registration number where applicable;
(5.3.6) net-VAT-gross values;
(5.3.7) such information as BBCS may reasonably require to support the amount invoiced (including time sheets where applicable);
(5.3.8) such information as is necessary to enable BBCS to recharge a Subsidiary for Facilities, Deliverables and/or Services it has received under the Contract;
(5.3.9) such other information reasonably requested by BBCS; and
(5.3.10) VAT only documents must have the words VAT only, the original invoice number and the original invoice amount on the invoice.
(5.4) The Contract Price (including expenses payable, at all times as agreed in writing and in accordance with BBCS’ expenses policy) shall be the entire compensation to be paid to the Supplier for the provision of the Facilities, Deliverables and/or Services under the Contract.
(5.5) If any sums are due to BBCS from the Supplier, BBCS shall be entitled to set those off against any sums owed by it to the Supplier.
(5.6) Payment by BBCS is without prejudice to any claim or rights, which BBCS may have against the Supplier and shall not constitute any admission by BBCS as to the performance by the Supplier of its obligations under the Contract.
(5.7) BBCS reserves the right to withhold payment where the Deliverables, Facilities and/or Services have not been provided in accordance with the Contract and shall notify the Supplier accordingly.
- Standard of Deliverables/Facilities/Services
(6.1) The Supplier shall ensure that any Services, Deliverables and/or Facilities conform as to both quantity and description as detailed in the Purchase Order, are of satisfactory quality and fit for their intended purpose, and shall be equal in all respects to any samples previously supplied and/or are (as appropriate) of good construction, suitable and sound material and adequate strength.
(6.2) The Supplier shall be competent to fulfil its obligations under the Contract (which includes having relevant experience, training and/or qualifications), under proper care, skill and diligence and the best workmanship whilst discharging its obligations under the Contract, execute the Contract in a timely and professional manner and hold any licence, permit and/or certificate required by law for the performance of the Contract.
(7.1) BBCS reserves the right to request identification of the Supplier and conduct random security checks of its possessions and vehicle(s) whilst on or entering or leaving BBCS premises.
(7.2) The Supplier shall give BBCS, at all reasonable times, upon giving reasonable notice, access to the Supplier's premises or such other premises as BBCS may reasonably require for inspection of any Deliverables, Facilities and/or equipment/materials to be provided under the Contract.
- Equipment Materials
(8.1) The Supplier shall be responsible for the care, control, security, insurance and maintenance of any equipment/materials required by the Supplier in relation to the fulfilment of its obligations under the Contract and BBCS accepts no liability for loss or damage to the equipment/materials otherwise than in consequence of any negligence on the part of BBCS.
(8.2) The Supplier shall not use any BBC or BBCS equipment/materials without the prior consent of BBCS.
The Supplier shall comply with:
(9.1) all current relevant legislation, rules, regulations or codes relating to the Deliverables, Facilities and/or Services to be supplied, including but not limited to sale and supply of goods and services legislation and all applicable national and/or international technical standards and procedures.
(9.2) the provisions of the UK Bribery Act 2010. BBCS has a zero tolerance approach to bribery and corruption and the Supplier shall comply with the terms of BBCS’ anti-corruption code of conduct details of which are set out on BBCS’ internet site https://www.bbcstudios.com/anti-fraud-and-corruption/.
(9.3) health, safety, fire and environmental legislation and official Codes of Practice and guidance.
(9.4) BBC/BBCS health, safety fire and environmental requirements, Codes of Practice and guidance, details of which BBCS shall provide to the Supplier.
(9.5) the standards of good ethical employment and environmental practice set out in the BBCS Ethical Policy Code of Practice ("BBCS Ethical Policy") and the Supplier warrants that:
(9.5.1) it has received a copy of the BBCS Ethical Policy; and
(9.5.2) the Deliverables, Facilities and Services will be supplied in accordance with the BBCS Ethical Policy utilising acceptable environmental and labour practices and maintaining safe working conditions at all times and, in particular, that no child or prison labour will be utilised in the manufacture of the Deliverables, Facilities and Services.
- Hire or Loan of Deliverables
Where the Contract consists of the hire or loan of the Deliverables BBCS shall be responsible to the Supplier for any accidental physical loss of or damage to the Deliverables whilst in the charge and control of BBCS provided that the Supplier notifies BBCS promptly upon any discovery of any such loss or damage.
- Delivery of Deliverables
(11.1) The Supplier shall ensure that the goods are kept in a proper, careful and secure manner at the Supplier's own risk and expense until the whole or any part thereof are delivered to BBCS, at the Supplier's own risk and expense, in accordance with the Purchase Order. The Supplier shall ensure that the Deliverables are packed in such a manner as to reach BBCS in good condition, clearly labelled and accompanied by delivery notes specifying the quantity and type thereof and the relevant Purchase Order number. The Supplier shall, at its expense, remove all cases, boxes or other packaging from BBCS premises.
(11.2) Where the Contract consists of the sale of Deliverables ownership thereof shall vest in BBCS absolutely at such time as BBCS takes physical possession of the Deliverables unless the Contract is terminated pursuant to Clause 15, in which case ownership of any part of the Deliverables for which payment has been made under the Contract shall vest absolutely in BBCS at the time of termination.
(11.3) Where any Deliverables are found by BBCS, upon delivery or subsequently, not to conform with the Contract, BBCS reserves the right to accept or reject the whole or any part thereof and if rejected return the Deliverables to the Supplier at the Supplier's own risk and expense, such acceptance or rejection being without prejudice to any other remedy available to BBCS.
- Third Party Liability and Insurance
(12.1) The Supplier shall indemnify BBCS against any claim, cost, loss, damage and/or expense which BBCS may incur as a direct or indirect consequence of the negligence of the Supplier or the breach of its warranties, representations or obligations under the Contract and the Supplier shall arrange and maintain Public Liability Insurance, and where applicable Product Liability Insurance, with an adequate indemnity limit which shall be no less than two million pounds sterling (£2,000,000) with the scope of cover appropriate to the Deliverables, Facilities and/or Services in respect of any one claim or incident.
(12.2) The Supplier shall be responsible for insuring any equipment such as motor vehicles or mobile plant provided by the Supplier to perform the Contract against loss or damage and liabilities to third parties and anyone carried in or on such equipment.
- Clearance of Third Party Rights/Copyright
(13.1) The Supplier shall obtain all necessary consents, permissions and/or clearances from third parties (whether in respect of copyright, trade mark, patent or other Intellectual Property Rights or otherwise) so that BBCS shall be entitled to use the Deliverables or Facilities provided or the result of the Services without liability to any third party and the Supplier shall indemnify BBCS against any actions, claims, costs, damages, demands or expenses brought against, suffered or incurred by BBCS arising from any breach or non-observance by the Supplier of its obligations under this sub-clause.
(13.2) The Supplier hereby assigns to BBCS absolutely and warrants that all Supplier's relevant officers, servants and/or agents have assigned to the Supplier absolutely all Intellectual Property Rights in any Deliverables in all languages throughout the Universe for the full period of such Intellectual Property Rights (including all rights to renewal and extensions thereof).
(13.3) The Supplier hereby assigns to BBCS the unlimited right to edit, copy, alter, add to, take from, adapt or translate any Deliverables and with regard to those Deliverables the Supplier hereby waives irrevocably and warrants that all the Supplier's relevant officers, servants and/or agents have waived irrevocably the benefits of any provision of law known as "moral rights" (including without limitation any right of the Supplier, its officers, servants and/or agents under sections 77 to 85 inclusive of the Copyright, Designs and Patents Act 1988 or any similar laws of any jurisdiction).
Except where necessary on a "need to know" basis, the Supplier shall keep confidential any information communicated in confidence or relating to the business of the BBC or BBCS and which is obtained as a result of its relationship with BBCS under the Contract.
(15.1) Where BBCS considers that the Supplier has failed to perform in part or in whole its obligations and the failure is in the reasonable opinion of BBCS capable of remedy BBCS shall notify the Supplier thereof and the Supplier shall use its best endeavours to remedy the failure. If the failure is not remedied by the Supplier to the satisfaction of BBCS within the period specified by BBCS, BBCS may remedy the failure and recover the cost thereof from the Supplier and/or terminate the Contract under sub-clause 15.2.
(15.2) Notwithstanding sub-clause 15.1 above, BBCS may terminate the Contract with immediate effect in writing if:
(15.2.1) there has been a material breach by the Supplier of its obligations under the Contract; or
(15.2.2) the Supplier commits an act of bankruptcy, or makes any composition or arrangement with its creditors, or goes into liquidation whether voluntary or compulsory, or if any order is made or a resolution is passed for the winding up of the Supplier, or if it ceases or prepares to cease trading, or if it suffers the appointment of a receiver or administrator of the whole or part of any of its assets; or
(15.2.3) there is a change of control of the Supplier. For the purposes of this sub-clause 15.2 "control" means the ability to direct the affairs of the Supplier whether by virtue of contract, ownership of shares or otherwise howsoever; or
(15.2.4) the continued performance thereof is prevented by reason of any event beyond the reasonable control of BBCS or the Supplier (any such occurrence being deemed an event of force majeure).
(15.3) Termination of the Contract howsoever arising shall be without prejudice to any right of action accruing or already accrued to either party at the date of the termination.
(15.4) Termination of the Contract howsoever arising shall not in itself give rise to a claim by the Supplier for damages or otherwise beyond a claim for payment due under the Contract up to and including the date of termination.
(15.5) Upon termination of the Contract for whatsoever reason the Supplier shall promptly deliver up to BBCS at the Supplier's own risk and expense the whole or any part of any Deliverables for which payment has been made under the Contract up to and including the date of termination and any BBCS equipment/materials provided under the Contract. BBCS shall be deemed to have irrevocably all powers and authority to enter the Supplier's premises to recover and remove such items and recover the cost thereof from the Supplier.
Any notice required to be given pursuant to the Contract shall be in writing and sent by prepaid recorded delivery, registered post or fax transmission to BBCS or the Supplier at the address as specified in the Purchase Order and any such notice shall be deemed to have been received by the addressee at the time of delivery.
The failure of either party to exercise or enforce any right conferred upon it by the Contract shall not be deemed to be a waiver of any such right or operate so as to bar the exercise or enforcement thereof at any time(s) thereafter. No waiver of any term or condition of the Contract shall operate as a waiver of another or constitute a continuing waiver.
The Supplier shall not assign, sub-licence, sub-contract, transfer or otherwise dispose of any of its rights or obligations under the Contract to any third party.
- No Agency, Partnership or Joint Venture
Nothing in the Contract shall be deemed to constitute either party as the agent of the other or create a partnership or joint venture between the parties.
Any amendment or variation to the Contract shall be made by prior written agreement between the parties.
The unenforceability of any single provision of the Contract shall not affect any other provision thereof.
- Whole Contract
The Contract and any appendices and any documents referred to therein constitutes the entire understanding between the parties with respect to the subject matter thereof and supersedes all prior agreements, negotiations and discussions between the parties relating thereto.
The Contract shall be construed in accordance with the laws of England and Wales and shall be subject to the exclusive jurisdiction of the English courts.
BBC Studios Distribution Limited.
Last updated: 1 October 2018