BRISTOL UNITED PRESS LIMITED & NORTHCLIFFE NEWSPAPERS
TERMS AND CONDITIONS OF BUSINESS
&TERMS OF ACCEPTANCE

1. Definitions
   
   “The Company” – Northcliffe Newspapers Group Limited
   
   “The Area” – the area referred to in the quotation overleaf.
   
   “The Product” – the material to be distributed and more fully described in the quotation overleaf.
   
   “The Distribution Date” – the date for commencement of distribution stated in the quotation.
   
   “VFD” – Verified Free Distribution Limited
   
   
2. In consideration of payment by the client of the sum due within thirty days of the date of the invoice, the Company shall distribute or arrange the distribution of the Product within the Area within ten days of the Distribution Date in accordance with these Terms and Conditions.
   
   
3. All Products distributed within the Company’s free newspapers’ circulation areas, and which are distributed alongside one of the Company’s free newspapers, are carried out to VFD standards. All Company solus distributions are carried out by teams supervised by the Company, working to best practices of the Industry, which may involve the employment of sub-contractors. If sub-contractors are employed, the Company uses its best endeavours to ensure distribution to best practices of the Industry, but no guarantees or warranties are given in this respect.
   
   
4. Any order for distribution is subject to the client’s warranty that: (a) the Product does not contain anything which is dangerous, constitutes an infringement of copyright, or is defamatory, obscene or otherwise illegal, and (b) it is either the owner of copyright (or has the right or licence to reproduce such copyright) in relation to the design, drawing, logo, artistic or photographic work, title, name, literary, dramatic, or musical work or other like material which is or may be contained or referred to in material which is or may be contained or referred to in the Product.
   
   
5. In the event that any complaint, claim, action, proceedings or prosecution is brought or made against the Company in respect of, or arising in any way from any matter or things appearing in or on the Product which is distributed by the Company, or in the event that the Product breaches any code, regulation or guidelines whether having statutory force or otherwise, and whether such complaint, claim, action or proceeding is settled, compromised or litigated in any way and as a result the Company incurs any costs, loss, damage, liability or penalty of any kind, the client shall indemnify the Company in full in respect of such costs, loss, damage or liability including any legal or any other costs incurred in relation thereto, and without exercising any right of set-off, counterclaim or cross-demand of any kind against the Company.
   
   
6. Unless agreed separately in writing by the Company in advance of confirmation of the client’s order, the cost of distribution assumes that the Products are securely packed to the specification contained in the original quotation. The Company reserves the right in its absolute discretion to make a charge for Products incorrectly packed.
   
7. The Product must be delivered to the Company’s delivery addresses or pre-arranged depot as specified in the Company’s confirmation of booking, by the deadline stated in the quotation.
   
   
8. If the client wishes to cancel distribution of the Product, it must notify the Company in writing at least seven working days prior to the Distribution Date. The Company reserves the right to charge the client such sums as it considers, in its absolute discretion, to be reasonable in the event of the client cancelling the distribution.
   
   
9. The Company will use its best endeavours to deliver the Product to at least 90% of the addresses within the Area. However, the Company is not responsible for any loss, damage, cost, or liability incurred by the client or any third party howsoever arising in respect of any failure to deliver to any address or addresses within the Area and any such liability is expressly excluded.
   
   
10. If the client becomes aware of any address or addresses within the Area which have not received the Product and provides proof of such non-delivery within fourteen days of the Distribution Date, the Company will deliver the Product to any such address free of further charge but without incurring any further liability to the client.
    
    
11. The Company is not obliged to check the quantity of the Product supplied for distribution or to accept the accuracy of any information shown on any delivery notes of the client or its agent but will so far as reasonably possibly notify the client if the amount of the Product falls short or exceeds the requirements of the agreed distribution.
    
    
12. In the event of a query or dispute concerning any part of an invoice, such part will be treated as severable from the remainder of the invoice(s) which shall be settled by the client in accordance with these Terms and Conditions.
    
    
13. The Company reserves the right to reduce or cancel agreed discounts if payment is not made to the Company by the client in accordance with Clause 2 hereof. The Company also reserves the right to charge interest on overdue balances at the rate of 1.5% per month from the date upon which payment fell due to the actual date of payment.
    
    
14. The Company shall not be liable to the client for delay in performing its obligations or failure to perform its obligations if such delay or failure arises from circumstances beyond its control including, but not limited to, force majeure, act of God, failure to perform by third parties and/or sub-contractors, fire, explosion, accident or industrial disputes.
    
    
15. The client shall at all times be responsible for insurance of the Product whilst it is in the possession of the Company or its agents, employees, sub-contractors or authorised representatives. Risk in the Product at all times remains with the client.
    
    
16. These Terms and Conditions represent the entire agreement and understanding between the parties and no amendments to these Terms and Conditions shall be binding on the parties unless agreed in writing by both of them.
    
    
17. No waiver by the Company of any breach of these Terms and Conditions shall be considered as a waiver of any subsequent breach of the same or any other provision.
    
    
18. All complaints or claims by the client must be notified in writing to the Operations Director of the Company within seven days of the relevant Distribution Dates. In the event of a query or dispute concerning any part of the distribution of the Product or of an invoice, such part will be treated as severable from the remainder of the contract/invoice, and the balance of the invoice shall be paid by the client in accordance with these Terms and Conditions. Any complaints received by the Company from third parties shall be re-directed to the client, who will address such complaints promptly, without charge to the Company.

Cancellation of a distribution must be notified before 12 noon, on the Wednesday prior to the week of distribution. The Company will charge a cancellation fee of £5.00 per 1000 items for shared distribution, and the cost in full of any solus distributions, which are cancelled.

Revised and issued August 2005