Terms & Conditions
TERMS & CONDITIONS
PLEASE READ THIS CAREFULLY BECAUSE IT CONTAINS LEGALLY BINDING TERMS THAT APPLY TO ALL ADVERTISEMENT BOOKINGS MADE WITH EXTRA LOCAL MEDIA LTD [ELM] AND SUBSIDIARIES. PLEASE NOTE THAT UNDER THESE TERMS THE BUYER OF THE RELEVANT ADVERTISING ASSUMES ALL LEGAL RESPONSIBILITY FOR ADVERTISEMENTS SUBMITTED FOR PUBLICATION BY MAKING A BOOKING FOR THE PUBLICATION OF AN ADVERTISEMENT FOR PUBLICATION, THE BUYER, WETHER IT IS AN ADVERTISING AGENCY, ADVERTISER OR OTHERWISE, IS CONFIRMING THAT IT HAS READ, UNDERSTOOD AND AGREED TO THESE TERMS AND CONDITIONS.
a) These terms and conditions (the “Terms and Conditions”) set out legally binding terms that apply to all Bookings made by the Buyer which are accepted by Extra Local Media Limited (the “Publisher”) for the publication of an Advertisement in any ELM Publication or on a Third Party Site. The information contained in the Rate Cards also forms part of these legally binding terms and is hereby incorporated into these Terms and Conditions. Words or terms used in these Terms and Conditions that are capitalised shall have the meaning given to them in Clause 1.7 below.
b) No Booking made by a Buyer shall become binding on the Publisher until it confirms its acceptance of that Booking to the Buyer. If a Buyer discusses a Booking with an independent sales representative engaged by the Publisher who is not an employee of the Publisher, only the Publisher, and not the sales representative, is authorised to accept the Booking.
c) No variation or addition to these Terms and Conditions without the prior written consent of the Publisher shall be effective unless agreed to in writing by a director of the Publisher and any additional terms the Buyer may seek to impose shall be void and/or unenforceable.
d) In the event of any conflict between these Terms and Conditions, the Rate Card and any insertion order, booking confirmation, email exchange or other document that may relate to a Booking, these Terms and Conditions and the Rate Card (in that order) shall prevail to the extent of that conflict.
e) The Buyer and the Publisher acknowledge that the Publisher may provide the Buyer with a range of Advertisements and ancillary services directly related thereto as part of a Booking, both in print, online or otherwise, as part of an integrated campaign. In such cases, the Buyer and the Publisher acknowledge that their intent is for these Terms and Conditions, or the applicable parts of them, to apply to all such elements of the campaign, even if individual elements of each campaign are not referred to in these Terms and Conditions, and the parties intend that these Terms and Conditions shall be construed so as to apply insofar as possible to all advertising arrangements that form part of a Booking.
f) If a Booking is made to publish an Advertisement on a particular ELM Group Company media property that is not published by Extra Local Media Ltd, then references in these Terms and Conditions to the Publisher shall be construed as meaning the applicable ELM Group Company that is the owner or publisher of the applicable media property for that part of the Booking.
g) The following defined terms are used in these Terms and Conditions:
- (a) “Advertisement” means any advertising material of whatsoever nature submitted to the Publisher by or on behalf of the Buyer for insertion in an ELM Publication or on a Third Party Site;
- (b)”Booking” means the placing by a Buyer of an order with the Publisher for the insertion of an Advertisement in an ELM Publication;
- (c) “Buyer” means the person or legal entity making the Booking, whether such person or legal entity is the advertiser of the relevant product or service (the “Advertiser”), or the Advertiser’s advertising agency, media buyer, or (in the case of Job Advertisements) a recruiter representing a prospective employer (in each case the “Agent”);
- (d)”ELM Group Company” means any company within the Extra Local Media group of companies which publishes a publication that is either referred to in the Rate Card or in respect of which Extra Local Media Ltd accepts a booking for an Advertisement under these Terms and Conditions;
- (e) “ELM Publication” means any publication, product or service that is operated or published by the Publisher or any other ELM Group Company whether in print, online, electronically, digitally or otherwise, including the Newspaper or any ELM Site;
- (f) “ELM Site” means any online, electronic or digital product or service that is operated or published by the Publisher or any other ELM Group Company;
- (g) “Message Campaign” means an Advertisement that is inserted into emails, SMS, MMS, IM or other messages delivered by or on behalf of the Publisher;
- (h) “Newspaper” means any or all editions of the ‘Financial Times’ newspaper, including any reprints, supplements, magazines or other inserts;
- (i) “NPA Recognised Agent” means an Agent recognised under the Joint Recognition Scheme of the Newspaper Publishers Association Limited and the Newspaper Society (or any successor scheme from time to time);
- (j)”Publication Deadline” and “Rich Publication Deadline” have the meaning set out.
- (k) “Rate Card” means the Publisher’s published sterling for the then current calendar year (as may be updated from time to time), the current versions as notified by Publisher.
- (l) “Start Date” means the date of first publication for an Advertisement to be published on an ELM Site or a Third Party Site pursuant to a Booking; and
- (m) “Third Party Site” means any online, electronic or-digital product or service that is operated or published by an entity that is not the Publisher or a member of any other ELM Group Company and on which the Publisher or any other ELM Group Company has the right to publish Advertisements.
1. SUBMISSION AND PUBLICATION OF ADVERTISEMENTS
Making a booking, status of bookings and cancellations
a) The Buyer grants the Publisher an irrevocable, world-wide, royalty-free licence to reproduce, publish and republish the Advertisement within the relevant ELM Publication (irrespective of the medium or platform in or on which it is published) and/or Third Party Site in accordance with the details of the Booking.
b) The Publisher shall have at its absolute discretion the right to reject, refuse, omit, postpone, cancel, or require changes to the whole or part of any Booking or Advertisement submitted for insertion at any time, whether or not it has accepted the Booking, including the dates for publication and positioning of the Advertisement, or to accept the Booking subject to certain specified conditions.
c) A Buyer may request an option to hold an Advertisement position, which may be granted to the Buyer by the Publisher in its discretion. No Advertisement shall be published until the option holder confirms and makes a Booking for the Advertisement. If another Buyer requests the same space while the option is being held, the Publisher will notify the option holder, and unless the option holder confirms and makes a Booking for the applicable Advertisement within 2 business days of being notified, then the option will lapse and the Publisher may sell that position to any third party.
d) Where ELM accepts a Booking for an Advertisement order from a Buyer in relation to space which has previously been the subject of an option (and the Buyer has been made aware of this at the time of order), the Buyer may not cancel or postpone the Advertisement and the cancellation and postponement provisions in Clause 6 shall not apply to the Booking.
e) The Buyer may only cancel or postpone a Booking by doing so in writing in accordance with the deadlines set out at Clause 6, otherwise the Publisher shall not be bound by any purported cancellation or postponement and the Buyer shall be liable to pay for the Booking in full.
Technical specifications, errors & omissions
f) The Buyer shall submit all Advertisements to the Publisher in accordance with the Publisher’s then current technical specifications (as may be updated from time to time)
which include copy lead times which the Buyer must comply with unless otherwise notified in writing by the Publisher.
g) Save to the extent caused by its negligence, the Publisher will not be responsible for any error or omission in the insertion of any Advertisement, or for any damage or loss of any copy, electronic files, data, drawings or other materials supplied for the purpose of an Advertisement or any shrinkage that may occur during the normal course of production.
h) The Buyer shall be responsible for checking the accuracy of the Advertisement copy submitted and for checking the accuracy of any proof, which may be provided to the Buyer by the Publisher.
2. Deemed cancellation
a) The Publisher may at its election treat as cancellation or postponement the fact that:
b) the Buyer is in breach of any of these Terms and Conditions, including any failure to pay fees when due; or the Buyer enters into liquidation whether compulsorily or voluntarily (otherwise than for the purposes of a solvent amalgamation or reconstruction); becomes insolvent; ceases or threatens to cease to carry on business; compounds or makes any voluntary arrangement with its-creditors; becomes subject to an administration order; is unable to pay its debts as they fall due; has an encumbrancer take possession of, or a receiver or administrative receiver appointed over, all or any part of its assets; takes or suffers any similar action due to debt; or if the equivalent of any of the above events under the law of any jurisdiction occurs in relation to the Buyer.
c) If an order is cancelled by the Publisher under Clause 2a, the Buyer will not be entitled to recover any payments already made and will remain liable for all payments owing in respect of all cancelled Advertisements.
Terms specific to print publications
d) Any Buyer offering mail order services or requiring payment in advance of goods being dispatched must be a member in good standing of the National Newspaper Safe Home Ordering Protection Scheme (www.shops-uk.org.uk) and may be required to produce proof of such membership to the Publisher prior to acceptance of the Advertisement.
e) Should a Buyer wish to make use of a ‘box number’ service offered by the Publisher, reasonable efforts will be made to forward replies to box numbers to the agreed address as soon as possible. However, the Publisher accepts no liability in respect of any loss or damage arising through delay or failure in forwarding such replies. The Buyer authorises the Publisher to open and return to its origin any such reply if it seems fit to the Publisher to do so. A box number is allocated for a single insertion of an Advertisement, and the charge includes holding the box number open for 21 days after the insertion of the Advertisement and the handling and posting to the Advertiser of all replies received. Airmail handling rates will be agreed prior to insertion where applicable.
f) For Advertisements in the Newspaper, colour is guaranteed for 90% of the total UK ABC audited circulation, excluding those copies of the Newspaper printed at mono-only print sites (at which the Buyer acknowledges Advertisements will not be printed in colour). Classified advertisements are published worldwide in all editions unless otherwise stated, but will only be published in colour in the UK edition; colour is therefore guaranteed for 90% of the total UKABC audited circulation.
3. LIABILITY OF THE PARTIES
Buyer’s responsibility to the Publisher
a) THE BUYER AGREES TO FULLY INDEMNIFY AND KEEP FULLY INDEMNIFIED THE PUBLISHER, ITS DIRECTORS, AGENTS AND EMPLOYEES AGAINST ANY AND ALL LOSSES, LIABILITIES, COSTS, CLAIMS, DAMAGES, DEMANDS, EXPENSES AND FEES (INCLUDING BUT WITHOUT LIMITATION LEGAL AND OTHER PROFESSIONAL FEES) SUFFERED OR INCURRED BY THE PUBLISHER ARISING OUT OF OR IN CONNECTION WITH:(A) ANY BREACH BY THE BUYER OF THE WARRANTIES AND REPRESENTATIONS SET OUT IN THESE TERMS AND CONDITIONS OR IMPLIED BY LAW, INCLUDING WITHOUT LIMITATION ITS WARRANTY AS TO AUTHORITY IN CLAUSE 3.1; OR(B) ANY OTHER BREACH OF THESE TERMS AND CONDITIONS BY THE BUYER; OR(C) THE PUBLICATION BY THE PUBLISHER OF AN ADVERTISEMENT IN ACCORDANCE WITH A BOOKING.
Publisher’s responsibility to the Buyer
b) IF THE PUBLISHER FAILS TO PUBLISH AN ADVERTISEMENT ON AN AGREED DATE PURSUANT TO A BOOKING THAT IT HAS ACCEPTED, THEN IT IS AGREED THAT THE BUYER’S SOLE REMEDY FOR SUCH FAILURE SHALL BE TO REQUIRE THE PUBLISHER TO EITHER PUBLISH THE ADVERTISEMENT ON A REVISED MUTUALLY AGREED DATE AT NO ADDITIONAL COST.
c) THE PUBLISHER HEREBY RESTRICTS AND LIMITS ITS LIABILITY TO THE BUYER OR ANY THIRD PARTY UNDER THESE TERMS AND CONDITIONS TO THE FULLEST EXTENT PERMITTED BY LAW AS FOLLOWS:(A) THE PUBLISHER SHALL HAVE NO LIABILITY TO THE BUYER IN RESPECT OF EITHER:(I) ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL LOSS OR DAMAGE OR FOR ANY PUNITIVE DAMAGES; OR (II) ANY LOSS OF PROFITS, LOSS OF BUSINESS, LOSS OF REVENUES, LOSS OF DATA OR ANTICIPATED SAVINGS, IN EACH CASE EVEN IF THE PUBLISHER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGE AND WHETHER SUCH LOSS OR DAMAGE WAS REASONABLY FORSEEABLE OR ACTUALLY FORESEEN; AND(B) IN NO EVENT SHALL THE PUBLISHER’S AGGREGATE LIABILITY TO THE BUYER UNDER THESE TERMS AND CONDITIONS IN RESPECT OFEACH BOOKING MADE BY THE BUYER, EXCEED THE PRICE PAID BY THE BUYER FOR THE BOOKING WHICH GAVE RISE TO THE RELEVANT LIABILITY. NOTHING IN THIS CLAUSE 4 SHALL BECONSTRUED AS EXCLUDING OR LIMITING THE PUBLISHER’S LIABILITY FOR DEATH OR PERSONAL INJURY CAUSED BY ITS NEGLIGENCE OR FRAUD.
d) THE BUYER AGREES THAT UNLESS IT NOTIFIES THE PUBLISHER OF A COMPLAINT OR CLAIM REGARDING A BOOKING OR THE PUBLICATION OF AN ADVERTISEMENT WITHIN 1 MONTH OF THE BOOKING DATE AN INVOICE OR (IF LATER) THE PUBLICATION OF THE ADVERTISEMENT THE SUBJECT OF THE COMPLAINT, THEN IT WAIVES ITS RIGHT TO MAKE SUCH COMPLAINT OR CLAIM NOTWITHSTANDING ANY LONGER LIMITATION PERIOD THAT MAY EXIST AS A MATTER OF LAW AND THE PUBLISHER SHALL HAVE NO LIABILITY TO THE BUYER IN RESPECT OF THE SAME.
a) The Buyer shall pay the Publisher for all Bookings made by the Buyer (and which are accepted by the Publisher) in accordance with this Clause 4.
b) The Buyer shall be entitled to cancel any Booking in accordance with Clause 6. These are the Buyer’s only cancellation rights in respect of a Booking. Unless the Buyer cancels a Booking in accordance with Clause 6, then it shall remain fully liable to pay the Publisher for the Booking in accordance with this Clause 4.
c) Advertising rates are specified in the Rate Card or as may be otherwise notified by the Publisher from time to time as part of the Booking process, as may be varied from time to time. Rates are quoted exclusive of Value Added Tax and any other applicable sales taxes. Any Value Added Tax or any other applicable tax due on an Advertisement will be paid by the Buyer in addition to the Rate Card rates shown separately on the invoice.
d) The Buyer shall pay all amounts payable by it under these Terms and Conditions free and clear of all deductions or withholdings unless the law requires a deduction or withholding. If a deduction or withholding is required by law, the Buyer shall pay such additional amount as will ensure that the net amount the Publisher receives (after account is taken of any such deduction or withholding in respect of the additional amount) equals the full amount which it would have received had the deduction or withholding not been required. The Publisher shall comply with all reasonable requests from the Buyer to file, or to provide the Buyer with such forms, statements or certificates as shall enable the Publisher or the Buyer to claim a reduced rate of tax or exemption from tax in accordance with the applicable double tax treaty with respect to any withholding taxes required to be borne by the Buyer pursuant to this Agreement.
e) PRICES QUOTED FOR ADVERTISEMENTS DO NOT GUARANTEE BUYER THAT ADVERTISEMENT BOOKED WILL BE A SPECIFIC SIZE, WHICH WILL DEPEND ON THE SIZE & DESIGN OF ANY ELM PUBLICATION OR THIRD PARTY SITE FROM TIME TO TIME. ADVERTISEMENTS WILL HOWEVER COVER FIXED PROPORTION (BASED ON SIZE BOOKED) OF PRINTED AREA OF PAGE. THE PUBLISHER SHALL NOT BE LIABLE FOR CLAIMS REFUNDS OR COMPENSATION ON THE BASIS THAT PRINTED ADVERTISEMENT IS NOT THE SAME SIZE AS QUOTED WHEN BOOKING. PLEASE SEE RATE CARD OR ASK YOUR REPRESENTATAIVE.
f) Payment in respect of Advertisements is due, in the absence of any other specific arrangement agreed between the Publisher and the Buyer during the Booking process, 8 working days in advance of the date for commencement of the relevant campaign as specified in the Booking.
g) Where the Publisher, within its discretion, agrees to allow credit to the Buyer in respect of Advertisements inserted in the Newspaper, the due time for payment shall be no later than 10.00 a.m.:
h) if the Buyer is an NPA Recognised Agent, on the last working day of the month following that in which the Advertisement appeared; or
i) in any other case, on the 14th day following the date on which the Advertisement appeared (or, if such 14th day is not a working day, the working day immediately prior to such 14th day). Full details of each remittance are to be supplied to the Publisher by the due time.
j) Where the Publisher, within its discretion, agrees to allow credit to the Buyer, payment in respect of Advertisements inserted on an ELM Site or a Third Party Site is due within 14 days of the date shown on the invoice. The Publisher may invoice the Buyer in respect of such Advertisements on or at any time after the Start Date.
k) Payment shall mean the receipt by the Publisher at its principal place of business (or elsewhere as it may direct) of cash or the crediting to the Publisher’s bank account of a cheque or money transferred electronically or through the clearing bank’s BACS commission system.
l) A commission of 10% on the gross invoiced amounts is allowed to NPA Recognised Agencies. Where the Buyer is not an NPA Recognised Agent, no commission is allowed unless otherwise agreed by the Publisher.
m) The Publisher shall not provide a refund when a contract relating to an entry or listing for which a charge is made is cancelled. Where payment is not received in accordance with this Clause 4, the Publisher reserves the right to remove the listing from any or all ELM Publication(s) without prior warning to the Buyer.
n) For Advertisements submitted for insertion on the ELM Site or a Third Party Site, rates apply per thousand impressions served and are dependent on volume ordered and site position unless otherwise specified by the Publisher.
a The Buyer acknowledges that in order to publish an Advertisement on a particular date (or, in the case of an Advertisement to be published on a Third Party Site, procure the publishing of), the Publisher will be obliged to supply to external parties copies of and/or-information relating to the Advertisement prior to the agreed date of publication. The parties agree that any such action by the Publisher shall not constitute breach of any embargo (or similar) placed on the Advertisement.
b) The Buyer may not assign or transfer any of its rights under these Terms and Conditions to any third party.
c) These Terms and Conditions shall constitute the entire agreement between the parties with regard to its subject matter and shall supersede all prior understandings, commitments and undertakings that either party may have given.
d) Except as expressly provided in these Terms and Conditions, no provision of these Terms and Conditions shall confer any right on any third party. To the fullest extent permitted by applicable law, the parties hereby exclude any such right (including any such right arising under statute).
e) With exception of the Buyer’s payment obligations, neither the Publisher nor the Buyer shall be liable to each other for any failure to comply with the terms of these Terms and Conditions as a result of any event beyond the control of either of them.
f) If any provision of these Terms and Conditions shall be invalid or unenforceable, it shall not affect any other provision, which shall remain in full force and effect.
g) No third party (including any Advertiser where an Agency has made a Booking on behalf of an Advertiser) shall have any rights to enforce these Terms and Conditions against the Publisher.
h) These Terms and Conditions are governed by English Law. The parties agree that the English courts shall (subject to the following sentence) have exclusive jurisdiction to settle any dispute, which may arise out of these Terms and Conditions and submit all disputes to the jurisdiction of those courts. However, for the exclusive benefit of the Publisher, the Publisher shall retain the right to bring proceedings in the courts of the country (or state) of the Buyer’s place of business.
i) The Publisher may from time to time modify these Terms and Conditions or the Rate Card by publishing any changes. Buyers should check online before placing an order since by placing an order for the insertion of an Advertisement a Buyer agrees to be bound by any updates to such Terms and Conditions or Rate Card. This version of the Terms and Conditions was published in March 2013 and replaces any previously published version.
6 CANCELLATIONS AND POSTPONEMENTS
a) This Clause 6 does not apply in the circumstances set out in Clause Advertisements, once accepted, cannot be cancelled, save that, in the case of a series booking, the advertisement may be cancelled after the first insertion, but no refund will be given for any remaining week or weeks, previous insertions will be re-invoiced at the full non series rate as determined at the time of booking.
b) Cancellations or postponements of bookings must be made in writing in accordance with the following deadlines otherwise they shall not be valid.
All cancellations and postponements must be made in writing in accordance with the following deadlines otherwise they shall not be valid:
c) ELM Newspaper (Mono and Colour) 30 working days notice for all special positions, all colour advertisements, except multi-page advertisements and reports. 60 working days notice for multi-page advertisements and reports. (Orders for advertisements in reports are accepted on the understanding that the Publisher may publish at any time within 5 weeks of the proposed reports date.) 10 working days notice for early printed sections excluding reports and multi-page advertisements. 8 working days notice for all other mono advertisements.
d) ELM Supplements and specials, 60 days prior to copy deadline. Cover sites, contracts and double page spreads, 120 days. Advertorials are non-cancellable.
e) ELM Magazines or supplements 28 days prior to copy deadline. Cover sites, contracts and double page spreads, 42 days. Advertorials are non-cancellable.
f) ELM Sites 28 days prior to Start Date for sponsorship of microsites, surveys, Message Campaigns and other sponsorship or featured Advertiser Positions. 28 days prior to the Start Date for pop-ups and country-specific or other targeted run of site Advertisements.
g) Reallocated options. These cannot be cancelled or postponed.
7 CONTRACTING AS PRINCIPAL AND WARRANTIES
a) The Buyer contracts with the Publisher as a principal and warrants and represents to the Publisher that it has the authority to do so and that, if it is an Agent that it is authorised to make Bookings on behalf of its Advertisers.
b) The Buyer warrants and represents that:
c) Advertisements submitted for publication (and, in the case of Advertisements submitted for publication on an ELM Site or any Third Party Site, any website to which such an Advertisement links) shall:
- (a) comply with all applicable laws, regulations, codes of practice or similar in countries where the ELM Publication and/or Third Party Site (as applicable) is available;
- (b) not contain any libellous, fraudulent, misleading or false statement, and shall not give cause, directly or indirectly, for any action to be brought against the Publisher for libel, fraud or publication of a false or misleading statement;
- (c) not infringe the intellectual property rights, rights in confidential information, rights of privacy or any other rights whatsoever of any third party or unfairly prejudice the legitimate interest of any third party by implication or otherwise;
- (d) comply with the requirements from time to time of United Kingdom financial services legislation both as to content and authorisation (including but not limited to the Financial Services and Markets Act 2000 or legislation pertaining to gambling) and comply with all applicable state and federal laws and regulations of the United States America relating to the offer or sale of securities or pertaining to gambling;
- (e) comply with the Committee of Advertising Practice’s British Code of Advertising, Sales Promotion and Direct Marketing and all other codes under the general supervision of the Advertising Standards Authority or any successor body and that without limitation all material included within an Advertisement is accurate, legal, decent, honest and truthful;
- (f) where an Advertisement includes a competition, prize draw or similar promotion, comply with, and the competition, prize draw or promotion shall be conducted by the Buyer, in accordance with all applicable laws and regulations, and the Buyer shall be responsible for the provision of all prizes;
- (g) not indicate an intention to discriminate on grounds of sex, race, religion or belief, disability, ethnic origin, age or sexual orientation (unless such an Advertisement is exempted from any statutory requirements relating to such forms of discrimination and the Buyer notifies the Publisher of the applicability of such an exemption at the time when the Advertisement is booked);
- (h) not cause disruption to any computer, computer system, network or any ELM Site or Third Party Site, and shall be free from viruses or malicious code; and
- (i) will not be prejudicial/damaging to the reputation of Publisher or ELM Publications.
d) it shall not represent to any third party that the Publisher in any way endorses the Buyer, the Advertisement and/or the Buyer’s products or services;
e) it shall ensure that all Advertisements submitted for publication are clearly recognisable as advertising and not designed to resemble editorial content;
f) The Publisher warrants and represents to the Buyer that it shall use reasonable care and skill in carrying out its obligations under these Terms and Conditions. To the fullest extent permitted by law, the Publisher does not provide and hereby disclaims for its own benefit any other warranties, conditions, representations, terms or undertakings, express or implied, statutory or otherwise.
g) Without limiting Clause f, the Buyer agrees and acknowledges that the Publisher makes no representation or warranty:
- (a) that any publication of any Advertisement will be confined to persons resident in any particular legal jurisdiction(s);
- (b) as to the exact number of page impressions that will be delivered on specific dates during an online campaign;
- (c) as to the quality of reproduction of Advertisements in ELM Publications or on Third Party Sites;
- (d) the exact layout and format of any ELM Publication or Third Party Site which shall be in the discretion of the Publisher or owner of such Third Party Site;
- (e) as to the availability of any ELM Site or Third Party Site; and in each case the Publisher accepts no liability to the Buyer in respect of the same.