3 PRICE AND PAYMENT
3.1 The price for the supply of goods and services
are as set out in the Specification Document. The Supplier shall invoice the
Customer for the deposit and agreed interim payments.
3.2 Invoiced amounts shall be due and payable within14 days of completion, upon receipt of invoice, payment via BACS. The
Supplier shall be entitled to charge interest on overdue invoices from the
date when payment becomes due from day to day until the date of payment at a
rate of 4% per annum above the base rate of the Bank of England. In the event that the Customer’s procedures
require that an invoice be submitted against a purchase order to payment, the
Customer shall be responsible for issuing such purchase order before the
goods and services are supplied.
4 SPECIFICATION OF THE GOODS
All goods shall be required only to conform to the
specification in the Specification Document.
For the avoidance of doubt no description, specification or
illustration contained in any product pamphlet or other sales or marketing
literature of the Supplier and no representation written or oral,
correspondence or statement shall form part of the contract.
5.1 The date of delivery specified by the Supplier
is an estimate only. Time for delivery
shall not be of the essence of the contract and the Supplier shall not be
liable for any loss, costs, damages, charges or expenses caused directly or
indirectly by any delay in the delivery of the goods.
5.2 All risk in the goods shall pass to the Customer
upon delivery.
Title in the Goods shall not pass to the Customer
until the Supplier has been paid in full for the Goods.
7.1 To enable the Supplier to perform its
obligations under this Agreement the Customer shall:
7.1.1
co-operate with the Supplier;
7.1.2 provide the Supplier with any information
reasonably required by the Supplier;
7.1.3 obtain all necessary permissions and consents
which may be required before the commencement of the services; and
7.1.4 comply with such other requirements as may be
set out in the Specification Document or otherwise agreed between the
parties.
7.2 The Customer shall be liable to compensate the
Supplier for any expenses incurred by the Supplier as a result of the
Customer’s failure to comply with Clause 7.1.
7.3 Without prejudice to any other rights to which
the Supplier may be entitled, in the event that the Customer unlawfully
terminates or cancels the goods and services agreed to in the Specification
Document, the Customer shall be required to pay to the Supplier as agreed
damages and not as a penalty the full amount of any third party costs to
which the Supplier has committed and in respect of cancellations on less than
five working days’ written notice the full amount of the goods and services
contracted for as set out in the Specification Document, and the Customer
agrees this is a genuine pre-estimate of the Supplier’s losses in such a
case. For the avoidance of doubt, the
Customer’s failure to comply with any obligations under Clause 7.1 shall
be deemed to be a cancellation of the goods and services and subject to the
payment of the damages set out in this Clause.
7.4 In the event that the Customer or any third
party, not being a sub-contractor of the Supplier, shall omit or commit
anything which prevents or delays the Supplier from undertaking or complying
with any of its obligations under this Agreement, then the Supplier shall
notify the Customer as soon as possible and:
7.4.1 the Supplier shall have no liability in
respect of any delay to the completion of any project;
7.4.2 if applicable, the timetable for the project
will be modified accordingly;
7.4.3 the Supplier shall notify the Customer at the
same time if it intends to make any claim for additional costs.
8 ALTERATIONS TO THE SPECIFICATION DOCUMENT
8.1 The parties may at any time mutually agree upon
and execute new Specification Documents.
Any alterations in the scope of goods and/or services to be provided
under this Agreement shall be set out in the Specification Document, which
shall reflect the changed goods and/or services and price and any other terms
agreed between the parties.
8.2 The Customer may at any time request alterations
to the Specification Document by notice in writing to the Supplier. On receipt of the request for alterations
the Supplier shall, within 5 working days or such other period as may be
agreed between the parties, advise the Customer by notice in writing of the
effect of such alterations, if any, on the price and any other terms already
agreed between the parties.
8.3 Where the Supplier gives written notice to the
Customer agreeing to perform any alterations on terms different to those
already agreed between the parties, the Customer shall, within 5 working days
of receipt of such notice or such other period as may be agreed between the
parties, advise the Supplier by notice in writing whether or not it wishes
the alterations to proceed.
8.4 Where the Supplier gives written notice to the
Customer agreeing to perform alterations on terms different to those already
agreed between the parties, and the Customer confirms in writing that it
wishes the alterations to proceed on those terms, the Specification Document
shall be amended to reflect such alterations and thereafter the Supplier
shall perform this Agreement upon the basis of such amended terms.
9.1 The Supplier warrants that as from the date of
delivery for a period of 12 months all workmanship is guaranteed. All the goods and all their component
parts, where applicable, are free from any defects in design, workmanship,
construction or materials as per Manufacturers warranty.
9.2 The Supplier warrants that the services
performed under this Agreement shall be performed using reasonable skill and
care, and of a quality conforming to generally accepted industry standards
and practices.
9.3 Except as expressly stated in this Agreement,
all warranties whether express or implied, by operation of law or otherwise,
are hereby excluded in relation to the goods and services to be provided by
the Supplier.
The Customer shall indemnify the Supplier against
all claims, costs and expenses which the Supplier may incur and which arise,
directly or indirectly, from the Customer’s breach of any of its obligations
under this Agreement, including any claims brought against the Supplier
alleging that any goods and/or services provided by the Supplier in
accordance with the Specification Document infringes a patent, copyright or
trade secret or other similar right of a third party.
11 LIMITATION OF LIABILITY
11.1 Except in respect of death or personal
injury due to negligence for which no limit applies, the entire liability of
the Supplier to the Customer in respect of any claim whatsoever or breach of
this Agreement, whether or not arising out of negligence, shall be limited to
the price paid by the Customer to which the claim relates.
11.2 In no event shall the Supplier be liable to the
Customer for any loss of business, loss of opportunity or loss of profits or
for any other indirect or consequential loss or damage whatsoever. This shall
apply even where such a loss was reasonably foreseeable or the Supplier had
been made aware of the possibility of the Customer incurring such a loss.
11.3 Nothing in these Terms and Conditions shall
exclude or limit the Supplier’s liability for death or personal injury
resulting from the Supplier’s negligence or that of its employees, agents or
sub-contractors.
Either party
may terminate this Agreement forthwith by notice in writing to the other if:
12.1 the other party commits a material breach of
this Agreement and, in the case of a breach capable of being remedied, fails
to remedy it within 30 calendar days of being given written notice from the
other party to do so;
12.2 the other party commits a material breach of
this Agreement which cannot be remedied under any circumstances;
12.3 the other party passes a resolution for winding
up (other than for the purpose of solvent amalgamation or reconstruction), or
a court of competent jurisdiction makes an order to that effect;
12.4 the other party ceases to carry on its business
or substantially the whole of its business; or
12.5 the other party is declared insolvent, or
convenes a meeting of or makes or proposes to make any arrangement or
composition with its creditors; or a liquidator, receiver, administrative
receiver, manager, trustee or similar officer is appointed over any of its
assets.
13 INTELLECTUAL PROPERTY RIGHTS
All Intellectual Property Rights produced from or
arising as a result of the performance of this Agreement shall, so far as not
already vested, become the absolute property of the Supplier, and the
Customer shall do all that is reasonably necessary to ensure that such rights
vest in the Supplier by the execution of appropriate instruments or the
making of agreements with third parties.
Neither
party shall be liable for any delay or failure to perform any of its
obligations if the delay or failure results from events or circumstances
outside its reasonable control, including but not limited to acts of God,
strikes, lock outs, accidents, war, fire, the act or omission of government,
highway authorities or any telecommunications carrier, operator or
administration or other competent authority, or the delay or failure in
manufacture, production, or supply by third parties of equipment or services,
and the party shall be entitled to a reasonable extension of its obligations
after notifying the other party of the nature and extent of such events.
15 INDEPENDENT CONTRACTORS
The Supplier
and the Customer are contractors independent of each other, and neither has
the authority to bind the other to any third party or act in any way as the
representative of the other, unless otherwise expressly agreed to in writing
by both parties. The Supplier may, in addition to its own employees, engage
sub-contractors to provide all or part of the services being provided to the
Customer and such engagement shall not relieve the Supplier of its
obligations under this Agreement or any applicable Specification Document.
The Customer shall not be entitled to assign its
rights or obligations or delegate its duties under this Agreement without the
prior written consent of the Supplier.
If any
provision of this Agreement is held invalid, illegal or unenforceable for any
reason by any Court of competent jurisdiction such provision shall be severed
and the remainder of the provisions herein shall continue in full force and
effect as if this Agreement had been agreed with the invalid illegal or
unenforceable provision eliminated.
The failure by either party to enforce at any time
or for any period any one or more of the Terms and Conditions herein shall
not be a waiver of them or of the right at any time subsequently to enforce
all Terms and Conditions of this Agreement.
Any notice to be given by either party to the other
may be served by email, fax, personal service or by post to the address of
the other party given in the Specification Document or such other address as
such party may from time to time have communicated to the other in writing,
and if sent by email shall unless the contrary is proved be deemed to be
received on the day it was sent, if sent by fax shall be deemed to be served
on receipt of an error free transmission report, if given by letter shall be
deemed to have been served at the time at which the letter was delivered
personally or if sent by post shall be deemed to have been delivered in the ordinary
course of post.
This
Agreement contains the entire agreement between the parties relating to the
subject matter and supersedes any previous agreements, arrangements,
undertakings or proposals, oral or written. Unless expressly provided
elsewhere in this Agreement, this Agreement may be varied only by a document
signed by both parties.
Nothing in this Agreement is intended to, nor shall
it confer any rights on a third party.
22 GOVERNING LAW AND JURISDICTION
This
Agreement shall be governed by and construed in accordance with the law of
England and the parties hereby submit to the exclusive jurisdiction of the
English courts.
Invoice for the deposit, scheduled interim and completion,
payment within 14 days of invoice date
Via BACS (cheques are no longer accepted)
Our bank details appear on all invoices
Please quote invoice number on all transactions
ADDITIONAL/SPECIAL TERMS:
Services and quotations in excess of £ 2,000.00 will require
a 35% deposit prior to commencement, agreed interim payments and balance on
completion.
Failures, faults and or additional works required and not
listed above, will be notified and priced accordingly prior to repair.
