1.  Acceptance of Terms: Acceptance of this order is expressly conditioned on the Seller's agreement that the terms and conditions stated on both sides of this form, together with any plans or specifications approved in writing by the Buyer, are the sole terms and conditions of this order and constitute a contract representing the entire agreement of the parties with respect to the materials, goods, or services (hereinafter "goods") purchased hereunder.  No variation, amendment, addition, deletion, modification, or waiver of the terms and conditions of this order, whether contained in any Seller's acceptance form or otherwise, shall be binding on Buyer unless made in writing and signed by an authorized employee of the Buyer.  Any additional or different terms of Seller are herby objected to.  Persons receiving delivery of any of the items ordered do not have such authority and the signing of any Seller's documents which accompany delivery shall only be evidence of receipt of the shipped items and not indicate acceptance by Buyer of the goods or of any proposed terms or conditions of Seller.

2. Warranty: Seller expressly warrants that all goods covered by this order (a) shall be of good quality and workmanship and free from defects; latent or patent, (b) shall conform to the drawings, specifications, descriptions, and samples furnished or specified by Buyer, (c) shall be merchantable; (d) in the case of goods which are to be resold to or incorporated into items to be sold to consumers, are fit and safe for consumer use; and (e) if it is a product of the Seller or produced in accordance with the Seller's specifications shall be suitable and sufficient for its intended purpose and use.  Without Buyer's written consent, no goods may be substituted in lieu of those specified.

3.  Prices and Quantities: If no price is stated, the price shall be no higher than last billed or quoted to Buyer, unless otherwise noted in this order, nor may quantities differ from the amount specified on the reverse hereof without the written consent of the Buyer.  Goods shipped in excess of quantity designated in this order may be returned at Seller's expense.  No extra charges of any kind will be allowed unless specifically agreed to in writing by Buyer.  Any payment discount period to Buyer will date from receipt of the invoice and not from the invoice's date.

4.  Delivery: Unless otherwise specified, delivery is F.O.B. to Buyer's place of destination.  The time (or times if delivery in multiple releases), method and place specified in this order for shipment or delivery are of the essence.  Seller shall in the event of a delay or threat of delay, due to any cause, in the production or delivery of goods hereunder, immediately notify Buyer and shall include with such notice all relevant information with respect to such delay or threatened delay.  In the event of a delay or threat of delay, Buyer may elect to cancel this order or may accept delayed delivery and hold Seller liable for all damage suffered by Buyer on account of the delay.  All goods shall be properly packed, marked, loaded and shipped as required by this order and the transporting carrier, and shipped, in those cases in which Derby is responsible for shipping costs in a manner which will permit the lowest transportation rates to apply and still meet all specified time method and place of delivery requirements.  Seller shall reimburse Buyer of all expenses incurred due to improper packing, marking, loading, or routing.  Seller shall route shipments in accordance with the Buyer's instruction.  If such printed instructions are not clear, Seller will contact Buyer's Purchasing Department for instructions.  The risk of loss or damage during transit and until acceptance by Buyer shall be upon the Seller.

5.  Inspection and Acceptance: All goods and work furnished for this order shall be subject to inspection and test by the Buyer or its customers at all reasonable times and places, and Seller agrees that it is reasonable to conduct inspection at its place of business even of work in progress.  Any inspection at Seller's premise shall not be deemed final acceptance, and Buyer shall always have a reasonable opportunity to inspect after delivery and notify the Seller of any nonconformity before any acceptance occurs.  Any failure to inspect shall not relieve the Seller from any violation of its obligations in connection with the order nor bar Buyer from any remedy for any nonconformity.  Defective goods will be returned at Seller's risk and expense at invoice price, plus transportation charge, if any, and no replacement of defective goods shall be made unless specified in writing by Buyer.  C of A is required with each shipment made.

6.  Changes: Change may be made by Seller in drawings, specifications, descriptions, shipping instructions, quantities and/or delivery schedules only by prior written consent of Buyer.  Buyer's consent to a change shall not increase the amount owed to Seller under the terms of this order unless Buyer's written consent includes the terms of the adjustments of the amount owed.  Buyer may at any time insist upon strict compliance with these terms and conditions, notwithstanding any previous custom, practice, or course of dealing to the contrary.

7.  Cancellations: In addition to any other right Buyer may have to cancel, Buyer may cancel this order, in whole or in part, at any time without liability to Seller because of (a) Seller's failure to comply with its obligations under or relating to this order, (b) acts or demands of a government or agency thereof, (c) on account of fires, floods, strikes, war, or relief of debtors, (e) failure by seller to make delivery of conforming goods within sixty (60) days of the purchase order unless a later date is specified, or (f) buyer in good faith believes the Seller has failed to or may be unable to perform its obligations stated in this order.  After receipt of a notice of cancellation and unless otherwise directed by Buyer, Seller shall take all steps necessary to mitigate any claim it may assert on account of wrongful cancellation.

8.  Buyer's Property: Unless otherwise agreed to in writing, all tools, dies, equipment, patterns, designs, manufacturing information, and any other thing or information of every description furnished to Seller by Buyer or for which Seller has been or is to be reimbursed by Buyer (and including any replacement thereof or items attached or affixed) shall be (a) the personal property of the Buyer and appropriately marked as such by Seller, (b) properly maintained by Seller and used solely for Buyer's order, (c) kept confidential, and (d) subject to removal by Buyer at any time.

9.  Indemnification: Seller agrees to indemnify and hold harmless Buyer, its officers, directors, agents, and employees from and against any and all claims and liabilities (including reasonable attorneys fee and expenses) arising out of or relating to (a) any alleged or actual invasion or infringement, whether direct, indirect or contributory, by Seller of any patent, trademark, copyright or any other tangible or intangible personal or property right, (b) injury or death or persons or damage to property which results in whole or in part from any act or omission on the part of Seller or from any goods sold or furnished by Seller, except to the extent that such injury or damage is due solely and directly to Buyer's negligence, or (c) violation by Seller of any governmental statue, ordinance, rule, regulation or order.  In this paragraph, the term "Seller" includes Seller and its officers, directors, agents, employees, subcontractors, or representatives.

10.  Insurance: Seller shall carry comprehensive general liability insurance, include in contractual and product liability, with such policy limits and deductibles as Buyer may deem acceptable and shall at Buyer's request supply copies thereof.

11.  Harmful Ingredients or Defective Design:  Whenever Seller becomes aware that any ingredient or component of the goods covered by this purchase order are or may become harmful to persons or property, or that the design or construction of the goods is defective in any manner which is or may become harmful to persons or property, Seller shall immediately give notice thereof, including all relevant information with respect thereto, to Buyer.

12.  Hazardous Materials:  All shipments of hazardous material must include Material Safety Data Sheets.

13.  Applicable Law:  The rights and duties of Buyer and Seller arising out of or relating to this order shall be governed in all respects by the laws of the state of the facility from which the purchase order originated.

14.  Compliance with Laws:  Seller warrants that in performance of work under this order, it has complied with or will comply with all applicable Federal, State and local laws and ordinances, and all lawful orders, rules and regulations thereunder.  At the request of Buyer, Seller will furnish certificates to the effect that it has complied with the same.



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