All orders by S&P Global International (U.K.) Limited or a company which directly or indirectly (a) it wholly owns or controls (b) wholly owns or controls it (a “Parent”) and/or (c) is wholly (“Buyer”) are subject to the terms set forth in this purchase order (“Order”) and any attachments hereto.
If as of the date of this Order, a master or other agreement between Seller and Buyer is in effect (“Master Agreement”), this Order and shall be governed by and is subject to the terms of that Master Agreement, and in the event of any inconsistency between this Order and the Master Agreement, the terms of the Master Agreement shall supersede any inconsistent terms in this Order. No modifications or changes to these terms and conditions will be binding upon Buyer unless made in writing, and signed by Buyer’s authorized representative. Notice is hereby given that any additional or different term proposed by Seller is objected to and hereby rejected.
The agreement arising pursuant to this Order and all matters, issues and disputes arising howsoever in connection with such Order and its performance or non performance in contract or tort or otherwise shall be governed by the laws of England and Wales.
Seller will indemnify and hold harmless Buyer from and against any and all claims, demands and actions against Buyer, its subsidiaries and affiliates and their respective customers, for infringement or alleged infringement of any intellectual property, personal or other right of any third party by the Materials or services furnished under this order, or any part or use thereof. If Seller includes in the materials covered by this Order any content owned by third parties, for which permission is required for use in, and/or publication of, the materials, Seller will obtain all such permissions at Seller’s expense.
If the price is not stated on this Order or included in the Master Agreement or corresponding Statement of Work, Seller agrees to invoice at lowest prevailing market price.
If applicable, Seller shall obtain from Buyer written approval of all off-specifications work Materials are subject to Buyer’s inspection and approval within a reasonable time after delivery. If specifications are not met, or Seller is otherwise unable to produce the deliverables and/or perform the services outlined in this Order, according to specifications and to Buyer’s satisfaction, in addition to other remedies available to Buyer, and at Buyer’s option, material may be returned at Seller’s expense and risk for all damages incidental to the rejection, or Buyer may accept the work and reduce the entire payment due under this Order subject to negotiation. Payment shall not constitute an acceptance of the material nor impair Buyer’s right to inspect or any of its remedies.
The specific quantity ordered must be delivered in full and not be changed without Buyer’s written consent.
In addition to any other rights available to Buyer, Buyer may terminate the Order, in whole or in part, for its convenience by notice to Seller at any time prior to shipment by Seller.
SHIPMENT AND IMPORTATION
Shipment or delivery of goods or items in acceptable form must be made within the time stated on this Order, failing which Buyer reserves the right to cancel all or any part of this Order, without obligation to Seller. If the products covered by this Order are imported from other countries, Seller will be responsible for all legal, administrative and regulatory requirements associated therewith and the payment of any applicable dues, taxes and fees.
Seller agrees to pay any taxes imposed by law upon or on account of the material ordered or services provided hereunder unless otherwise agreed.
COMPLIANCE WITH LAWS AND REGULATIONS
Seller agrees at all times to comply with all applicable federal, ftate and local laws, rules and regulations. To the extent required by law, the terms of all applicable laws and regulations are incorporated into this Order, including the following, all of which have the same force and effect as if they were stated in their full text:
The Seller warrants and represents that it is an equal opportunities employer under all applicable laws and regulations..
WAGES AND HOURS
Seller warrants and represents that in the performance of this Order Seller has complied with all applicable laws and regulations regarding the (A) payment of minimum wages and/or salaries to its employees and (B) days and hours which employees are permitted to work or be compelled to work including without limitation the European Working Time Directive..
BRIBERY & CORRUPTION
The Seller warrants and represents that neither it nor its employees nor those acting on its behalf have done or omitted to any act matter or thing in negotiating or obtaining this Order that are (or would if the Seller was a person resident in England and Wales) in breach of the United Kingdom’s Bribery Act 2010.
SELLER LABOR ON PREMISES
If this Order requires the performance of labor on Buyer’s premises the Seller agrees to indemnify and protect Buyer against all liabilities, claims or demands for injuries or damages to person or property arising from the performance of this Order.
WARRANTY FOR MATERIALS
In addition to compliance with all specifications concerning this Order, Seller expressly warrants that the materials and articles covered by this Order shall be free from defects in material and/or workmanship, and shall be MERCHANTABLE. Such warranty shall survive delivery and acceptance.
INTELLECTUAL PROPERTY RIGHTS/WARRANTY
If this Order is for the creation of content for Buyer or any provision of services, Seller grants and assigns to Buyer all intellectual property rights to the work performed or content developed hereunder, unless otherwise specified. If applicable, any materials created hereunder by the Seller for the Buyer are work made for hire, unless otherwise specified, provided that if any of such work created for Buyer may not, by operation of law, be a work made for hire, Seller hereby assigns to Buyer all ownership rights, including, without limitation, copyright to such work unless otherwise expressly agreed in writing between Buyer and Seller and Seller waives all rights in or relating to such work insofar as such rights cannot be assigned (including without limitation moral rights) .
If this Order is for the creation of content for Buyer, the Seller warrants that the materials delivered hereunder will contain no material (a) created or derived from other copyrighted works (b) created or authored and designed by persons who are not the employees of the Seller, without the written permission of the owner of such copyrighted material. The Seller will obtain at Seller’s sole expense and bear all cost for such permission and deliver them in writing to Buyer on or before delivery of the materials. The Seller warrants that the work does not and will not infringe upon any copyright, violate any proprietary rights, or contain any libelous, injurious or unlawful matter. In the event of claim, demand or suit against the Buyer by reason of any violation of proprietary right or copyright, or by reason of any libelous, unlawful or otherwise injurious material, contained in the materials delivered under this Order, the Buyer may take any action it deems appropriate for the resolution of such dispute, and unless and until such claim, demand, or suit has been favorably settled or withdrawn, the Buyer may withhold any sums due the Seller under this Order.
Unless otherwise agreed in writing, the payment terms of this Order are net 60 days after the later of receipt of Seller’s valid invoice or receipt by Buyer of acceptable products, materials or services. All invoices against this Order need to be received by Buyer no later than thirty (30) days after the products, materials and/or services covered by this Order have been finalized or delivered. Failure to submit billing during this time period or failure to notify Buyer, in writing, about any overages, may reduce the amount paid by Buyer towards the materials and/or services covered by this Order. Buyer will be released from any obligation to pay Seller any amounts set forth in any invoices under this Order received by Buyer later than ninety (90) days after the materials and/or services covered by this Order have been finalized or delivered.
LIMITATION OF LIABILITY
To the extent permitted by local law, in no event will Buyer be liable for any lost revenues, lost profits, incidental, indirect, consequential, special or punitive damages. Any limitation or exclusion of liability under this Order shall not limit or exclude any liability for (a) death or personal injury and/or (b) fraud.