1.1 In these Conditions, the following definitions apply unless the context requires otherwise: "Conditions" means the terms and conditions set out in this document, as amended from time to time and displayed on the YPO Website in accordance with Clause 13.8; "Contract" means the contract between YPO and you for the sale and purchase of Goods in accordance with these Conditions; "Goods" means the goods you are purchasing as set out in your Order; "Non-Stock" means Goods dispatched directly to the Customer by a third party supplier or manufacturer; "Order" means your order for Goods, as set out in the YPO order form; "Parties" means you and YPO; "Specification" means any specification for the Goods, that is agreed by the Customer and YPO; "Stock" means Goods which are held and dispatched by YPO directly; "Warranty Period" means the relevant warranty period applying to the Goods; "the Customer" or "you" means the entity or legal person which purchases the Goods from YPO; "YPO" means the Yorkshire Purchasing Organisation of 41 Industrial Park, Wakefield, WF2 0XE which is a public sector procurement and reseller organisation trading under the name "YPO" and which is owned jointly by the founder member authorities who are identified on the YPO Website; "YPO Website" means the website located at www.ypo.co.uk; and "Working Days" means any day Monday to Friday excluding Bank and Public Holidays in England.
2. TRAINING SERVICES
2.1 Please note that YPO teacher training services are not governed by these Conditions. Please refer to www.ypo.co.uk/cpdterms for the relevant terms and conditions.
3. BASIS OF SALES
3.1 Unless specifically agreed otherwise in writing by YPO, these Conditions shall apply to the Contract and shall be deemed to be incorporated into all Orders to the exclusion of any other terms or conditions which you may seek to impose or incorporate, or which are implied by trade, custom, practice or course of dealing.
3.2 The Order is an offer by you to purchase the Goods in accordance with these Conditions, which YPO may accept or decline at its discretion. Please note that YPO cannot supply private individuals, companies or anyone under the age of 18 and you must be located in the UK or the Channel Islands to place an Order with YPO.
3.3 The Order shall only be deemed to be accepted by YPO on the earlier of YPO issuing a written acceptance of the Order or when the Goods are dispatched, at which point the Contract shall come into existence.
3.4 The Contract constitutes the entire agreement between you and YPO. You acknowledge that you have not relied on any statement, promise, representation, assurance or warranty made or given by or on behalf of YPO which is not set out in the Contract.
4.1 The Goods are described in YPO's current product catalogue (available in hardcopy and on the YPO website). While YPO endeavours to ensure that the printed product descriptions and associated images are up-to-date, the information on the YPO Website will always be the most current and accurate source of product and pricing information. All Customers with a YPO premises code can set up an online account. Please visit www.ypo.co.uk/register for a new online account or to access an existing one.
4.2 You are responsible for ensuring that the details provided in your Order are complete and accurate in all respects. To avoid duplication of Orders and invoices, please do not send Orders in more than one format (e.g. fax & post). YPO reserves the right to make changes to the specification of Goods to ensure conformity with any applicable statutory or EC requirements or which are considered necessary by YPO to achieve the required quality or performance.
4.3 The measurements of the Goods including (without limitation) parameters such as size, capacity and weight are approximate and are as advised by YPO's suppliers and manufacturers. They are to YPO's knowledge correct but may be subject to errors and omissions. If this happens, YPO will use reasonable efforts to supply you with a suitable alternative. On occasion, YPO may have to discontinue the supply of particular Goods without notice for reasons beyond our control.
4.4 Please note that the colour of any Goods illustrated in our sales materials are representative only due to the limitations of print and electronic colour reproduction. YPO disclaims, to the fullest extent permitted by law, any liability to you for any typographical, clerical, or other error, omission or mistake in sales materials, quotations, price lists, the YPO Website, invoices or any other documents provided by YPO. Where any such error has occurred, YPO reserve the right to withdraw the relevant Goods from sale immediately and/or cancel any unfulfilled Orders for the relevant Goods without liability to you. Please note that some Goods may be supplied with alternative labelling or packaging to that illustrated, but the Goods will be of a similar quality and price.
4.5 If you identify an error, mistake or omission, please let YPO’s Customer Contact Centre know immediately. YPO will offer you the options of reconfirming the Order with appropriate changes or alternatively allow you to cancel the Order. If you decide to cancel your Order, YPO will refund or credit you for the sum that has been paid.
4.6 Any requests for cancelling an Order where it is no longer required should be made to the YPO Customer Contact Centre before the actual despatch of Goods if possible. Please refer to our returns advice online at www.ypo.co.uk/returns or phone 01924 834 834 for further details. Amendments to Orders relating to Goods comprising of food must be received not less than two Working Days before the estimated delivery date.
4.7 Where indicated, the Goods must be used as stipulated. In addition, it is also your responsibility to check before purchasing that the Goods are suitable and safe for the people and purposes for which they will be used, including without limitation, any Goods comprising food products.
4.8 All Goods are subject to availability. If Goods are out of stock, YPO reserves the right to automatically substitute equal or superior quality products to fulfil your Order and this will be highlighted in the delivery documentation with the Goods. If the substitute is unacceptable to you, YPO will accept the return of the substitute and refund to you any payment made for the same provided that the substitute Goods are returned to YPO unused, in their original packaging and are accompanied by a YPO collection note.
5. FRAMEWORK CONTRACTS
5.1 These terms and conditions do not apply to YPO's arrangement of contract services on behalf of public sector customers under frameworks, which will be subject to the specific terms and conditions for the particular framework agreement. Your contract for these services and any liability relating to the same will be directly with the ultimate service provider and not YPO.
6. DELIVERY AND RETURNS
6.1 YPO endeavours to dispatch Stock Goods so they will be delivered to you within three to five Working Days from the date of receipt of the Order, free of charge. For Non-Stock Goods delivered by third party suppliers (e.g. furniture vendors) they will contact you directly to advise you of the estimated delivery date, which could be longer than the estimated three to five Working Day period. Orders for Goods comprising food products must be received not less than four Working Days before they are required by you. Non-Stock Goods may be subject to delivery charges so please enquire if these charges may apply in advance of placing all such Orders. All dates for delivery (Stock and Non-Stock Goods) are approximate only, and time shall not be of the essence in respect of delivery. Without prejudice to the foregoing, YPO shall not be liable for any delay in delivery of the Goods that is caused by events beyond our reasonable control or the Customer's failure to provide YPO with adequate delivery instructions or any other instructions that are relevant to the supply of the Goods. Goods may also be delivered in advance of estimated delivery dates.
6.2 All deliveries will be despatched to the premises address of the account holder who placed the Order. Delivery to an alternative (non-home or business address) must be advised by you at the point of ordering.
6.3 Where any of the Goods are not included in your delivery because they are unavailable the Goods will have their status indicated on the delivery note as one of the following: (a) "To follow" - Do not reorder, we will send as soon as possible; or (b) "Discontinued": Item unavailable and cancelled from Order; or "Issues Suspended": Do not reorder, we will send as soon as possible.
6.4 We reserve the right to charge carriage and a restocking fee of 20% of the value of the Goods, or a minimum fee of £10, whichever is the greater, on any deliveries which are refused without a valid reason.
6.5 To notify YPO of discrepancies with an Order, or to request the return of any items (Stock or Non-Stock Goods) for replacement, exchange or refund, please contact the YPO Customer Contact Centre with full Order details and the reason for the return within the following deadlines: (a) for Goods which are damaged or faulty within 3 Working Days of delivery (b) for Goods that have not been received at all or in part within 3 Working Days of the date of invoice; (c) for Goods which comprise food products with defects in the food itself within 48 hours of delivery; (e) for Goods which comprise food, discrepancies in the number of packages delivered must be agreed with the delivery driver and recorded in writing with the delivery driver (food packages must be checked and signed for on delivery). YPO may make exceptions to these timescales for notification (at its discretion) if the Goods were delivered during school holidays providing you make a written request to YPO’s Customer Contact Centre.
6.6 YPO will not accept the return of Goods without prior authorisation or where the returned Goods are unfit for re-sale (unless the Goods have been reported damaged or faulty in accordance with Clause 6.5) and these Goods must be paid for in full by you. Perishable food Goods are not returnable unless they are defective and reported as such in accordance with Clause 6.5 above.
6.7 In respect of Stock Goods all carriers are only authorised to collect Goods to be returned where they are accompanied by a YPO collection note, issued in advance by the YPO Customer Contact Centre. Where the Goods to be returned are Non-Stock and the delivery arrangements were made with a third party other than YPO's Customer Contact Centre, then these Goods must not be returned using a YPO retained carrier and these must be returned using the carrier of the third party who provided the Goods directly.
6.8 The majority of furniture Goods are made to your Specification and the re-stocking charge for returns varies depending on the item, (approximately 20-40% of the Goods total cost). Further, whilst YPO endeavour to accommodate the return of such Goods, in certain circumstances this may not be possible. If you would like to return a furniture item, please contact the Furniture Customer Care Team on 01924 834 834 who will be happy to assist you.
7. QUALITY AND WARRANTY
7.1 All Goods are sold with the benefit of the relevant manufacturer or supplier's warranty. Please contact YPO’s Customer Contact Centre or refer to the YPO website to find out specific warranty details. YPO offer a very flexible Goods returns policy referred to by YPO as the "No Quibble Guarantee", the limited conditions applying to this policy are described in the remainder of this Clause 7.
7.2 Subject to Clause 7.3 below, if you give notice in writing to YPO during the Warranty Period that some or all of the Goods do not comply with the relevant warranty referred to in Clause 7.1 YPO shall, at its option, repair or replace the defective Goods, or refund the price of the defective Goods in full, provided always that YPO is given a reasonable opportunity of examining such Goods; and the Customer (if asked to do so by YPO) returns such Goods to YPO.
7.3 YPO shall not be liable for Goods' failure to comply with the warranty referred to in Clause 7.1 if: (a) you make any further use of such Goods after giving notice in accordance with Clause 7.2; (b) the defect arises because you failed to follow YPO's or the manufacturer's oral or written instructions as to the storage, commissioning, installation, use and maintenance of the Goods or (if there are none) good trade practice regarding the same; (c) the Goods were altered or repaired without the written consent of YPO; (d) the defect arises as a result of fair wear and tear, wilful damage, negligence, or abnormal use, storage or working conditions; and /or the Goods differ from their description or their Specification (as applicable) as a result of changes made to ensure they comply with applicable statutory or regulatory requirements.
7.4 Except as provided in this Clause 7, YPO shall have no liability to the Customer in respect of the Goods' failure to comply with the warranties set out in Clause 7.1 and the terms implied by sections 13 to 15 of the Sale of Goods Act 1979 (as amended) are, to the fullest extent permitted by law, excluded from the Contract. These Conditions shall apply to any repaired or replacement Goods supplied by YPO.
8. TITLE AND RISK
8.1 The risk in the Goods shall pass to you on completion of delivery. Title to the Goods shall not pass to you until YPO has received payment in full (in cash or cleared funds) for the Goods and any other goods supplied by YPO to you in respect of which payment has become due.
9. PRICE AND PAYMENT
9.1 Subject to Clause 9.2, the price of the Goods shall be the price set out in the Catalogue, price list or online or, if no price is quoted, the price set out in YPO's published price list in force at the date of Order. Unless otherwise stated prices are valid from 1st January 2014 to 31st December 2014 and supersede all previous prices. YPO may invoice you for the Goods on or at any time after the dispatch of the Goods.
9.2 YPO may, by giving notice to the Customer at any time before delivery, increase the price of the Goods to reflect any increase in the cost of the Goods that is due to any factor beyond YPO's control (including without limitation foreign exchange fluctuations, increases in taxes and duties, and increases in manufacturing costs).
9.3 The price of the Goods is exclusive of amounts in respect of value added tax (VAT) and is quoted in pounds sterling. You shall, on receipt of a valid VAT invoice from YPO, pay to YPO such additional amounts in respect of VAT as are chargeable on the supply of the Goods. YPO's VAT Registration No is 642 7206 51. If you have a VAT exemption, a written VAT exemption declaration must be submitted at the time of ordering for YPO’s consideration.
9.4 You shall pay the invoice in full and in cleared funds within 28 days of the date of the invoice. Time of payment shall be of the essence. YPO can accept payment by BACS (the account number is 13093603 and the sort code 20 90 65), Government Procurement Card (Level 3 line item detail is supported) or Direct Debit (by prior arrangement). Please note we do not accept payment by personal cheque or personal debit/credit card.
9.5 You shall pay all amounts due under the Contract in full without any set-off, counterclaim, deduction or withholding (except where required by law). YPO may at any time, without limiting any other rights or remedies it may have, set off any amount owing to it by the Customer against any amount payable by YPO to the Customer.
10. LOYALTY SCHEME
10.1 YPO runs a loyalty scheme which allows customers who join to receive special offers and to share in a part of YPO's annual profits using redeemable vouchers. Full details of the Loyalty Scheme Terms and Conditions can be found here. The Loyalty Scheme may be withdrawn at YPO's discretion.
11.1 Nothing in these Conditions shall limit or exclude YPO's liability for death or personal injury caused by its negligence, or the negligence of its employees, agents or subcontractors (as applicable); fraud or fraudulent misrepresentation; or in respect of any matter where it would be unlawful for YPO to exclude or restrict liability.
11.2 Subject to Clause 11.1, YPO shall under no circumstances whatever be liable to you, whether in contract, tort (including without limitation negligence), breach of statutory duty, or otherwise, for any loss of profit, loss of business, loss of goodwill, loss of revenue, or loss of anticipated savings (whether direct or indirect in each case) or for any indirect or consequential loss arising under or in connection with the Contract.
11.3 Subject to Clause 11.1, YPO's total aggregate liability arising under or in connection with the Contract, whether in contract, tort (including without limitation negligence), breach of statutory duty, or otherwise, shall in no circumstances exceed a sum equivalent to the price of the Goods purchased under the Contract.
12.1 Events Beyond our Reasonable Control. YPO shall have no liability to you for any failure to deliver Goods you have ordered or any delay in doing so or for any damage or defect to Goods delivered that is caused by any event or circumstance beyond YPO's reasonable control including, without limitation, Acts of God, strikes, lock-outs and other industrial disputes, failure of suppliers, breakdown of systems or network access, flood, fire, explosion or accident.
12.3 Assignment and other Dealings. YPO may at any time assign, transfer, mortgage, charge, subcontract or deal in any other manner with all or any of its rights or obligations under the Contract. The Customer may not assign, transfer, mortgage, charge, subcontract, declare a trust over or deal in any other manner with any or all of its rights or obligations under the Contract without the prior written consent of YPO.
12.4 Copyright and Trademarks. Reproduction in whole or in part of these Conditions or of YPO’s sales materials, trade marks, documentation or the YPO Website is strictly prohibited without the express written permission of YPO. All third party trade marks are published under licence or contract agreement.
12.5 Invalidity. If any part of these Conditions is unenforceable (including without limitation, any provision in which YPO excludes its liability to you) the enforceability of any other part of these Conditions shall not be affected.
12.6 Waiver. A waiver of any right or remedy under the Contract or at law is only effective if given in writing and shall not be deemed a waiver of any subsequent breach or default.
12.7 Third Party Rights. A person who is not a party to the Contract shall not have any rights to enforce its terms.
12.8 Variation. YPO may vary these Conditions from time to time so you should refer to the YPO Website (www.ypo.co.uk/terms) before ordering to see if any changes have been made to them. You can see if there has been a change by referring to the date of issue at the footer of the Conditions.
12.9 Governing Law. The Contract, and any dispute or claim arising out of or in connection with it or its subject matter or formation, shall be governed by, and construed in accordance with the laws of England and Wales and the Parties hereby submit to the exclusive jurisdiction of the English Courts. Please note that framework agreements operating in Scotland will be subject to the particular terms and conditions agreed with YPO.