Monumental Games

Purchase Order Terms & Conditions

1. Definitions

   "MGL" means Monumental Games Limited, at the address given on the purchase order.
   "Order" means the purchase order placed by MGL for the supply of goods and/or services.
   "Vendor" means the person, firm or company to whom the Order is addressed.
   "Goods" means the articles or things described in the Order, including services.

2. Quality and Description

   The Goods must:

   • Comply with the quality, quantity and description as stated in the Order.
   • Be of good quality and material and fit for any purpose held out by Vendor or made known to Vendor at the time of Order.
   • Be equal in all respects to any specification or samples provided by MGL.
3. Delivery

   3.1. Vendor must deliver the Goods properly packed and secured but with due regard to minimizing packaging, on the date specified in the Order and to the address specified in the Order or as otherwise instructed. Each package must be clearly marked with the MGL's name and the delivery address stated on the face of the Order.

   3.2. On delivery MGL shall not be deemed to accept the Goods (whether or not an advice /delivery note has been signed) until MGL has had a reasonable opportunity to examine the Goods. MGL shall have the right to reject any Goods or part hereof which in its opinion fails to meet the specification as stated in the Order.

   3.3. Risk and ownership of the Goods passes to MGL on delivery.

4. Payment

   4.1. The prices stated in the Order shall not be exceeded, unless specifically agreed in writing by MGL

   4.2. Payment will be made by MGL within sixty days of receiving a valid VAT invoice.

   4.3. Vendor invoice must include the order number for the goods and be sent to the invoice address shown on the Order.

   4.4. Payment will normally be made direct to Vendor's bank account. Vendor should ensure that MGL has its bank account details

   4.5. A valid VAT debit or credit note must support any alterations to the amount invoiced.

5. Warranty and Indemnity

   5.1. Vendor warrants that the Goods comply with the description in the Order.

   5.2. Vendor warrants that the Goods are of good quality and material.

   5.3. Vendor warrants that the supply of goods under the Order will not infringe any third party intellectual property rights.

   5.4. Vendor will fully indemnify MGL against any breach of clause 5.3

6. Dispute Resolution and Termination

   6.1. If the goods or any part of the goods are not delivered in accordance with 3.1, MGL will without prejudice to any other rights of remedy, be entitled to determine the Contract unfulfilled.

   6.2. Vendor will, with all possible speed, repair or replace, free of charge, any Goods damaged or lost in transit, provided that MGL gives Vendor reasonable written notification of such damage or loss.

   6.3. If within fifteen months after dispatch, or within twelve months after installation in the end user's premises, MGL gives notice to Vendor in writing of any defect in the Goods which has arisen under proper use or of any other non conformity with the contract, then Vendor agrees to promptly repair or replace the Goods so as to remedy the defect without cost to MGL.

   6.4. If a substantial proportion of the Goods are defective, or do not conform to the Order, MGL may without prejudice to any other rights and remedies cancel the Order and reject any or all Goods already delivered and Vendor will reimburse any sum(s) already paid by MGL in respect of goods so rejected or not then delivered.

   6.5. If Vendor has a Receiver appointed to the whole or any part of its assets, or if an order is made or a resolution is passed winding up Vendor's business, unless such order or resolution is part of a scheme or reconstruction, MGL will be at liberty:

   • To cancel the Order by giving Vendor written notice without compensation to Vendor.
   • To give any such Receiver or Liquidator or other person the option to carrying out Vendor's responsibilities under the Order.
7. Assignment

   Vendor must not assign or transfer its responsibilities under the Order to any third party without MGL's prior written consent.

8. Confidentiality

   Any drawings, designs, technical information, advice and other things communicated or supplied by MGL under the Order should be treated as confidential and will remain the property of MGL. Vendor must not disclose any MGL confidential information to any third party without MGL's prior written consent.

9. Tools

   Any tools, moulds, parts, materials and other things supplied or paid for by MGL in order to assist Vendor fulfill the Order are MGL property and must be used solely for the purpose of the Order and returned to MGL promptly upon request.

10. Intellectual Property Rights

    All intellectual Property Rights in any goods which are original works created by Vendor for MGL pursuant to the Order will belong to MGL and Vendor undertakes to promptly do all things necessary to transfer such rights to MGL.

11. Contract

    In the absence of a formal contract between the parties:

    • The order and any agreed written amendments will constitute a binding agreement, and
    • All written quotations received and formally accepted are subject to these terms and conditions and no addition or variation should be made or applied unless agreed in writing by MGL.
    • Any purchase by MGL is conditional on acceptance of these Terms and Conditions by the Vendor. If the Vendor does not wish to accept these Terms and Conditions, then the Vendor should not accept the Order, and should inform MGL immediately. By delivering the Ordered Goods the Vendor agrees to the specifications, Terms and Conditions specified on the face and reverse of this document and the Vendor's additional or different terms and conditions are hereby expressly excluded from this Order.
12. Supplier Relationship

    Nothing in these terms and conditions is intended to create any legal relationship between the parties other than that of a supplier and customer. For the avoidance of doubt, the parties agree that this agreement does not constitute a partnership or agency relationship between MGL and Vendor.

13. Rights of Third Parties

    Any third party who is not a party to this Order has no rights under the Contracts (Rights of Third Parties) Act 1999 ("Act") to enforce any term of this Order notwithstanding that any such terms may purport to confer or may be construed as conferring a benefit on such third party.

14. Governing Law

    The Order will be governed by the laws of England and the parties submit to the non-exclusive jurisdiction of the English Courts.

15. Force Majeure

    Both parties shall be released from their respective obligations in the event of national emergency, war, prohibitive governmental regulation or if any other cause beyond the (reasonable) control of the parties or either of them renders the performance of this Order impossible.