Tesco Sampling & Demonstrations

Terms and Conditions

1. General

  1. For the purpose of these terms and conditions, the person(s) or organisation briefing the Service Request to the Company shall be referred to as the “Client”. This Agreement shall be effective from the date that the relevant booking form is accepted by the Company and shall continue in full force and effect until the completion of the relevant Services or Demonstration, subject to earlier termination in accordance with the terms of this Agreement.
  2. The Company shall provide the Services subject to the following terms and conditions which shall prevail to the exclusion of any other terms (including purchase order terms supplied by the Client), unless and to the extent otherwise expressly agreed in writing by the Company’s authorised representative.

2. Services

  1. The Company will perform the product demonstration services (collectively the “Services” or individually the “Demonstration” as context allows) identified on the Final Booking Form.
  2. It is the Client’s responsibility to ensure that the details of any service order are complete and accurate.

3. Price

  1. Unless otherwise expressly agreed by the Company, the price for Services shall be calculated at the rate set out in the Company’s standard price list prevailing on the date(s) the Services are performed (the “Price”) in addition to all other costs and disbursements including but not limited to the cost of any stock to be sampled, any hire or purchase of equipment, cost of uniform, distribution costs, print production costs, reasonable expenses, photocopying and any other cost required to perform the Services. [Float cheques cancelled will be subject to a charge equal to bank charges incurred by the Company].
  2. The Company at its sole discretion may require from the Client a guarantee of payment and / or purchase order before it commences the Services.
  3. Any Price or costs for the Services are stated exclusive of any value added tax which, if payable, shall be payable by the Client in addition on receipt of the Company’s invoice.

4. Invoicing and Terms of Payment

  1. The Company shall be entitled to issue an invoice in advance of the Services in respect of 70% of the Price plus 100% of the estimated sample and equipment costs to be used for the Services and 100% of the Dunnhumby based final report.
  2. A final invoice will be issued on completion of the Services for the full costs of the Demonstration less the amount of any invoice for advance costs.
  3. Payment of each invoice is due within 28 days of the invoice date or sooner if agreed between the parties.
  4. Time for payment is of the essence. If the Client is overdue with any payment under this agreement, then without prejudice to the Company’s other rights or remedies:
    1. the Client will be liable to pay interest at the annual rate of 8% above the current reference rate, accruing on a daily basis from the date payment becomes due until the Company has received payment of the overdue amount together with all interest that has accrued;
    2. the Company shall have the right to suspend performance of the Services or Demonstration until the Company has received payment of the overdue amount together with any accrued interest; and/or
    3. if payment is not made within 7 days of the due date, the Company shall have the right to terminate this Agreement immediately upon written notice to the Client.
    4. No payments shall be made by the client directly to the Company’s operatives. Any such payments made shall not be deemed to be part of the Company’s invoice
    5. No deduction shall be made by the Client in respect of any alleged set off or counter claim howsoever arising.

5. Cancellation and Delay by the Client

  1. If any delay or failure in the performance of the Services results from a failure or delay on the part of the Client in complying with its obligations under this Agreement, the Client shall remain liable to pay the total Price and any other sums due to the Company in accordance with this Agreement.
  2. If the Client cancels a Demonstration by giving the Company less than 20 working days written notice the Client shall still be liable to pay the total Price and any other sums due to the Company in accordance with this Agreement.
  3. If the Supplier cancels a Demonstration by giving the Company 21-30 working days written notice the Company shall be entitled to retain 50% of the total Price.
  4. If the Supplier cancels a Demonstration by giving the Company 31-60 working days written notice the Company shall be entitled to retain 25% of the total Price.
  5. Cancellation charges apply following receipt of provisional or final booking form.
  6. All cancellation charges shall be due immediately upon cancellation.
  7. Without prejudice to the Company’s other rights and remedies, if the Client is due to deliver stocks of goods including but not limited to the Client’s product for the Demonstration, and fails to do so by the time and date notified on the Service Order Form, the Company shall have the right to invoice the Client any costs incurred as a result of such delay and a reasonable charge for management time.
  8. In the event that the Client has cause to complain about the Services provided by the Company’s operatives, the Client should inform the Company within 10 working days of the cause for complaint arising.

6. Performance

  1. The Service will be performed at the Location on the dates confirmed to the Client by the Company on the copy Service Order Form.
  2. The Client is responsible for communicating to the Company six weeks prior to the commencement of the Services any policies or procedures relevant to health and safety or security at the Location or relevant to the conduct of the Company’s operatives.
  3. The Company will use all reasonable endeavours to ensure that the Services are performed on time. However if the Company is prevented from providing all or part of the Services or any Demonstration due to any reason outside of its reasonable control (for example, without limitation, due to acts of God, war, strikes, trade disputes, industrial action, fire, drought, flood, explosion, breakdown, or transport interruptions) then the Company shall have no liability to the Client and the Company shall be entitled at its option either to cancel the Contract or to extend the time for its performance to a date to be mutually agreed by the Company and the Client.
  4. The Company warrants that it will carry out the Services with reasonable care and skill.
  5. The Client shall collect all unused sampling stock from the Location (s) within [7] days of the date of the Demonstration(s). If the Client fails to collect stock and associated items by the end of that period, the Company shall be entitled to destroy or (at the Company’s sole discretion) dispose of all such materials and may invoice the Client for any costs arising from such destruction or disposal.

7. Liability

  1. Subject to the Condition 7.3 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 Client in respect of:
    1. Any breach of these Conditions; and
    2. Any representation, statement or tortuous act or omission (including negligence) arising under or in connection with the Contract.
  2. Save as provided in Condition 7.3 all warranties, conditions or other terms implied by statute or by common law are excluded from the Contract to the fullest extent permitted by law.
  3. Nothing in these Conditions excludes or limits the Company’s liability for death or personal injury caused by the Company’s negligence or fraudulent misrepresentation.
  4. Subject to Condition 7.3 above:
    1. The Company’s total liability to the Client in contract, tort (including negligence or breach of statutory duty), misrepresentation or otherwise, arising in connection with the performance or purported performance of this Contract, shall be limited to the Price;
    2. The Company shall not be liable to the Client for any indirect or consequential loss or damage (whether for loss of profit, loss of business, depletion of goodwill or otherwise), costs, expenses or other claims for consequential compensation whatsoever (howsoever caused) which arise out of or in connection with the Contract.
  5. The Client will indemnify the Company against all damages, losses, demands, costs, expenses and claims made against, incurred or suffered by the Company as a result directly or indirectly of:
    1. any act or omission carried out by the Company or its sub-contractors in accordance with the instructions provided by the Client; or
    2. any breach by the Client of any of its other obligations under this Agreement and/or any other act, omission, neglect or default on the part of the Client, its agents, sub-contractors or employees. For the avoidance of doubt, client shall retain responsibility for all product, equipment, stands etc provided by client.
  6. Where client provides its own product, stands, equipment etc, client shall in force adequate insurance (and copies upon request) including public liability insurance of at least £2,000,000.

8. Termination

  1. Either party may terminate this Agreement immediately upon written notice to the other in the event of:
    1. any material breach of this Agreement by the other party which breach is not remediable or, if remediable, is not remedied within [14] days after the service by the party not in default of a written notice on the other party, specifying the nature of the breach and requiring that the same be remedied; or
    2. the other party becoming insolvent, entering into liquidation, whether voluntary or compulsory, passing a resolution for its winding up, having a receiver or administrator appointed over the whole or any part of its assets, making any composition or arrangement with its creditors or taking or suffering any similar action in consequence of its debt.

9. THIRD PARTY RIGHTS

  1. A person who is not a party to this Agreement has no right under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this Agreement.

10. JURISDICTION

  1. This Agreement shall be governed and construed by English Courts and in accordance with English Law.