7 Supplier Terms

The following conditions apply to all contracts made between Indiefield and its Suppliers for the purchase of goods or services. Any other terms and conditions deemed by the Supplier do not form part of this contract and any variations are inapplicable unless agreed in writing by Indiefield.

7.1 Publicity and Advertising

The Supplier will not disclose any details of their relationship to a 3rd party or announce or advertise their relationship with Indiefield without the prior written consent of Indiefield.

7.2 Standard of Goods or Services

The Supplier will provide a service in accordance with the contract or specification agreed with Indiefield. Where a standard of service is not specified the Supplier will use best quality techniques, equipment and standards and will employ services with care and diligence, using suitably skilled/trained and experienced staff. All services will comply with any applicable health and safety legislation.

Indiefield may reject any Goods or Services which do not strictly comply with the Contract or specification. Indiefield reserves the right to inspect the production of goods/services on the premises of the Supplier, or at any sub-contractors premises, if relevant.

7.3 Client Supplied Lists and Confidentiality

The Supplier shall abide by the 1998 Data Protection Act, ensuring any personal data is stored securely and treated as confidential and in compliance with the Act. The Supplier will use the information only for the purpose of completing the work agreed in the contract.

On completion of the work, or on cancellation/termination for any reason, the Supplier will return or dispose of any address lists, materials, product or other data provided by Indiefield or Indiefield's client, in accordance with Indiefield's written instructions. Following such return/disposal, the Supplier will destroy any copies it has of the Customer List/s and shall provide written confirmation, signed by an authorised director of the Supplier, certifying compliance with these provisions.

Any freelancer or fieldworker undertaking research work on behalf of Indiefield agrees to abide by the Code of Conduct of the Market Research Society (MRS) and the Code of Marketing and Social Research Practice of the International Chamber of Commerce/European Society for Opinion and Marketing Research (ESOMAR).

The Supplier will ensure that any employees, subcontractors, agents or freelancers or fieldworkers are bound by a corresponding confidentiality agreement during and after the term of their employment or contractual relationship with the Supplier.

Information held by Indiefield about the Supplier is for the purposes of Supplier selection and appraisal only.

7.4 Delivery and Packaging

The Supplier will deliver the goods/service as specified by Indiefield by the due date.

Any delay to deliverables may result in Indiefield (without prejudice to any other rights it may have, including a right to damages):

  1. 7.4.1 canceling the contract in whole or in part.
  2. 7.4.2 refusing to accept further deliveries.
  3. 7.4.3 recovering any reasonable additional fees from the Supplier incurred by Indiefield as a result of the goods/services being delayed. These may include instances where other suppliers need to be used in order to complete the contract made between Indiefield and the original Supplier.

The Supplier will notify Indiefield of any possible delays.

The Supplier will take precautions to ensure that goods arrive at their destination undamaged. They will ensure that goods are suitably packaged and protected against any damage that may occur through delivery or storage. Risk of loss or damage to goods will not pass to Indiefield until Indiefield has received and checked goods are in working order.

If, within a reasonable time, any defects are found to be present in the deliverables from the Supplier, Indiefield will not be deemed to have accepted the goods/services.

Indiefield assumes that all packaging and containers are supplied free and will return them only if requested at the Supplier's risk and expense.

In any instance where goods are delivered in excess of Indiefield's request, Indiefield is under no obligation to pay or return the excess goods and will charge the Supplier to return goods at their risk.

7.5 Rejection, Remedies and Indemnities

If any goods or services are not in accordance with the specification or the Supplier fails to comply with any terms of the contract, Indiefield may in its discretion and whether or not any goods or services have been accepted in part:

  1. 7.5.1 cancel the contract.
  2. 7.5.2 reject the goods or services (in whole or in part) and return them as appropriate to the Supplier, and the Supplier will refund in full any monies previously paid by Indiefield for the said goods or services.
  3. 7.5.3 give the Supplier the opportunity at the Supplier's expense to either remedy any defect in the goods or services or to supply or perform replacement goods or services to ensure that the terms of the contract are fulfilled.
  4. 7.5.4 refuse to accept any further deliveries of goods or services without any liability to the Supplier.
  5. 7.5.5 carry out at the Supplier's expense any work necessary to make the goods or services comply with the Contract.

The Supplier will indemnify and keep indemnified Indiefield in full from and against all direct, indirect or consequential liability, loss, damages, injury, costs and expenses (including legal expenses) awarded against or incurred or paid by Indiefield as a result of or in connection with:

  1. 7.5.6 breach of any warranty given the Supplier.
  2. 7.5.7 any claim that the Goods or Services or their use, resale or importation infringes any British or foreign patent, copyright, registered design right, trade mark, trade name or other intellectual property right of any third party except to the extent the claim arises from any specifications, drawings, samples or descriptions provided by Indiefield.
  3. 7.5.8 any claim made against Indiefield in respect of any liability, loss, damage, cost or expense sustained by Indiefield or its employees or agents or by any customer or third party to the extent that such liability, loss, damage, cost or expense was caused by, relates to or arises from the goods provided or services performed by the Supplier.
  4. 7.5.9 any act or omission of the Supplier or its employees, agents or sub-contractors in supplying, delivering and installing the goods or performing the services in accordance with the Contract.

7.6 Pricing and payment

The price will be fixed as stated in the contract and will not vary without Indiefield's written consent. Unless otherwise stated price will be exclusive of VAT. The price will include all charges relating to packaging, transportation, duties and insurance. Any additional costs should be defined by the Supplier prior to acceptance of contract.

The Supplier will invoice Indiefield on completion of work and Indiefield will pay valid invoices providing the Indiefield job number and payment details are displayed and accurate. A payment calendar for fieldworkers is issued annually.

Indiefield reserves the right to off-set any amounts payable to the Supplier against any amount owed by the Supplier to Indiefield.

7.7 Termination or Cancellation of Contract

Indiefield may postpone or cancel any order in whole or in part at any time, prior to delivery. Indiefield will pay the Supplier fair and reasonable compensation for work undertaken at the time of cancellation. Such compensation will not include loss of profits or any consequential loss.

Indiefield may terminate the contract immediately with written notice if the Supplier:

  1. 7.7.1 breaches any term of the contract.
  2. 7.7.2 makes any arrangement with its creditors, becomes subject to an administration order or goes into bankruptcy, liquidation, or receivership.
  3. 7.7.3 has a receiver trustee or liquidator appointed over any of the Supplier's properties or assets.
  4. 7.7.4 is unable to pay its debts generally as they become due or ceases or threatens to cease to carry on its business.
  5. 7.7.5 Indiefield reasonably considers that any of the above events is about to occur.

The rights of Indiefield described above are in addition and without prejudice to Indiefield's other legal rights and remedies.

7.8 Force Majeure

Neither Indiefield nor the Supplier shall be liable for failure to perform its obligations under the Contract if such failure results from circumstances beyond the party's reasonable control, providing that the party claiming any such excuse shall give prompt notice of the circumstances, and shall take all reasonable action to mitigate the delay.

7.9 Transfers

The Supplier will not transfer, sub-contract or assign any part of the work detailed in the contract or specification without the prior written consent of Indiefield. If Indiefield does agree to any sub-contracting, it is with the condition that the Supplier will retain full responsibility for the outcome of the contract and that any sub-contractor complies with the requirements of the contract.

7.10 Corporate Responsibility and Professional Conduct

Indiefield and the Supplier agree that both have a corporate responsibility for maintaining a high standard of responsible, ethical and legal conduct in all business transactions between them and in regard to their impact on society, Suppliers, clients and the world around them. Indiefield and the Supplier therefore make the following undertakings:

  1. 7.10.1 neither shall denigrate the other or competitor organisations or their employees in any medium.
  2. 7.10.2 neither shall offer or accept hospitality or gifts in excess of the reasonable and accepted norms of business interaction or act in any way that might reasonably be deemed to constitute favours or inducements in respect of decisions.
  3. 7.10.3 both parties shall have in place policies and where appropriate measurable initiatives to minimise the environmental impact of their businesses, to preclude illegal or immoral working practices including child labour or exploitative wages, to act ethically in relation to the businesses they are engaged with.

7.11 Use of Indiefield's Property

The specifications, questionnaires, drawings, samples and information issued by Indiefield in connection with the Contract are confidential and their use must be confined to the Supplier, his sub-contractors or employees solely for the purpose of carrying out the Contract.

On completion of the Contract the said questionnaires, drawings, samples and information shall be (at Indiefield's sole option) returned to Indiefield or destroyed.