Terms and Conditions
INTERPRETATION
In these conditions:
CLIENT means; the person who accepts a quotation of the Company for the provision of the Services or whose order for the Services is accepted by the Company.
COMPANY means; the company offering this quotation to the Client.
CONDITIONS means; the standard terms and conditions of sale set out in this document and (unless the context otherwise requires) includes any special terms and conditions agreed in Writing between the Client and the Company.
CONTRACT means; the contract for the provision of the services.
OUTPUT MATERIAL means; data, drawings, plans, documents, test results and other information prepared by the Company in relation to the services.
SERVICES means; the provision of consultancy, testing, training, inspection or other services for which the Company undertakes to perform for the Client under the Contract.
WRITING includes; electronic mail, facsimile transmission and comparable means of communication.
Any reference in these Conditions to any provision of a statute shall be construed as a reference to that provision as amended, re-enacted or extended at the relevant time.
The headings in these Conditions are for convenience only and shall not affect their interpretation.
BASIS OF THE SALE:
The Company shall provide the Services and Client shall pay for the same in accordance with any written quotation or tender of the Company which is accepted by the Client, or any written order of the Client which is accepted by the Company, subject in either case to these conditions, which shall govern the Contract to the exclusion of any other terms and conditions.
No variation to these Conditions shall be binding unless agreed in Writing between the authorised representative of the Client and the Company.
Any typographical, clerical or other error or omission in any sales literature, quotation, price list, acceptance or offer, invoice or other document or information issued by the Company shall be subject to correction without any liability on the part of the Company.
ORDERS AND SPECIFICATIONS:
No order submitted by the Client shall be deemed to be accepted by the Company unless and until confirmed in Writing by the Company’s authorised representative.
The Client shall be responsible to the Company for ensuring the accuracy of the terms of any order (including any applicable specification) submitted by the Client, and for giving the Company any necessary information relating to the Services within a sufficient time to enable the Company to perform the Contract in accordance with its terms.
The Company reserves the right to make any changes in the specification of the services which are required, to conform to any safety or other statutory requirements.
No order which has been accepted by the Company may be cancelled by the Client except with the agreement in Writing of the Company and on condition that the Client shall indemnify the Company in full against all loss (including loss of profit), costs (including the cost of labour and materials used), damages, charges and expenses incurred by the Company as the result of cancellation.
ASSIGNMENTS AND SUB-CONTRACTING:
The Company will perform the Services using its own staff. However, the Company reserves its right to sub-contract the whole or part of the work and will notify the Client accordingly.
TERMS OF PAYMENT:
Subject to any special terms agreed in Writing between the Client and the Company, the Company shall be entitled to invoice the Client for the price of the Services on or at any time after commencement of the same.
The Client shall pay the price of the Services inclusive of VAT where applicable (but without any other deduction) within 30 days of the date of the Company’s invoice in pounds Sterling. The time of payment of the price shall be of the essence of the Contract. Receipts for payment will be issued only upon request.
If the Client fails to make any payment on the due date then, without prejudice to any other right or remedy available to the Company, the Company shall be entitled to:
Cancel the Contract or suspend any further provisions of the Services to the Client. Any such period of suspension shall be disregarded for the purpose of contractual time limits previously agreed for the completion of the Services.
Under The Late Payment of Commercial Debts (Interest) Act 1998, the Company will charge the Client interest (both before and after any judgement on the amount unpaid, at the rate of 4% per annum above (Lloyds TSB) base rate from time to time, until payment in full is made (a part of a month being treated as a full month for the purpose of calculating interest); and Charge the Client the costs of recovery of any outstanding amount including legal costs and disbursements and charge any Bank charges incurred on representing cheques or requesting special clearance thereof.
FORCE MAJEUR:
The Company shall not be liable to the Client or be deemed to be in breach of the Contract by reason of any delay in performing, or any failure to perform, any of the Company’s obligations in relation to the Services, if the delay or failure was due to any cause beyond the company’s reasonable control.
ACCURACY:
Any results provided by the Company comprising advice, data and conclusions are based on information supplied by the Client and evidence known at the time to the Company. The Client shall supply all necessary information, data, drawings and items necessary to the timescale required by the Company and shall arrange, at the Client’s expense and risk, for the conveyance of all test items to and from the Company’s laboratories unless the conveyance of samples and other items forms an integral part of the work.
All data provided, conclusions reached, or recommendations made by the Company rely on scientific and engineering concepts disciplines and procedures used or adopted by the Company and the Company does not warrant that the same will necessarily be achieved by other parties, or that such conclusions or recommendations will necessarily be valid in circumstances other than those of which the Company has direct experience. Any results are believed to be accurate and reliable subject to the limitations of normal experimental uncertainties.
CONFIDENTIALITY AND INTELLECTUAL PROPERTY:
The property, and any copyright, design rights or other intellectual property rights in any Output Material shall, unless otherwise agreed in Writing between the Client and the Company, belong to the Company, but the Client shall be entitled to use the Output Material for the purposes of utilising the Services by way of an exclusive licence, subject to payment in full of all sums payable under this contract.
Any information provided by the Client which is so designated by the Client and any Output Material shall be kept confidential by the Company, and all Output Material or other information provided by the Company which is so designated by the Company shall be kept confidential by the Client; but the foregoing shall not apply to any documents or other materials, data or other information which either party is required to disclose by law or by statutory requirements or which are public knowledge at the time when they are so provided by either party, and shall cease to apply if at any future time they become public knowledge through no fault of the other party.
The Output Material is prepared exclusively for the Client for the purposes of the Contract and may not under any circumstances by used by any third party. The Company is not liable for any Output Material so used and the Client shall indemnify the Company against all liability and loss, damages and expenses awarded against or incurred by the Company in connection with any claims by third parties in connection with such use of the Output Material.
While the Company is not aware, to the best of its knowledge, that any Output Material is in infringement of any design rights, copyright or other intellectual property rights of any third party, it does not give any particular warranty in this respect.
WARRANTY AND LIMITATION OF LIABILITY:
Except as expressly provided in this Contract and so far as is permitted by statute all warranties, conditions, guarantees or representations, express or implied, statutory or otherwise are hereby
excluded, and the Company shall not be liable for any loss, damage, expense or injury of any kind whatsoever, consequential or otherwise arising out of or due to or caused by any defects or deficiencies of any sort in the Services, (including any delay in providing or failure to provide the Services) whether such defects or deficiencies are caused by the negligence of the Company or its employees or agents or otherwise.
The Services are provided to and for the benefit of the Client exclusively and all collateral warranties are hereby excluded. The Company shall not be liable to any third party who seeks to use the Services without the Company’s express written permission for any loss, damage, expense or injury of any kind whatsoever, consequential or otherwise, arising out of or due to or caused by the negligence of the Company or its employees or agents or otherwise.
The Company shall have no liability to the Client for any loss, damage, costs, expenses or other claims for compensation arising from any instructions supplied by the Client which are incomplete, incorrect, inaccurate, or in the wrong form, or arising from their late arrival or non-arrival, or any other fault of the Client.
Nothing in this Contract shall limit or exclude the Company’s liability for death or personal injury resulting from the negligence of the Company or that of its employees or agents.
The entire liability of the Company under or in connection with the Agreement shall not exceed a multiple of 20 (twenty) times the Company’s charges for the provision of the Services under the Contract.
The Client shall indemnify and keep the Company indemnified against all costs, expenses, damage or other losses incurred or suffered by the Company as a result of any claims made against the Company due to the infringement of any regulation, enactment or legislation by the Client.
The Client is under a duty to mitigate any losses howsoever caused.
The client acknowledges and agrees that the limitation of liability contained in this Clause is:
Fair and reasonable;
Reflected in the level of charges and of insurance cover carried by the Company;
Just and equitable having regard to the extent of the responsibility of the Company for any loss or damage suffered, on the basis that all other consultants, the contractor and any sub-contractors who have a liability shall be deemed to have provided contractual undertakings to the Client on terms no less onerous than those contained in this Contract.
PUBLICITY:
The Company’s name shall not be used in connection with the Contract for purposes of publicity promotion or advertising without the prior written approval of the Company. The Company may publish or join in publishing any description or illustration of the works with the prior consent of the Client.
NON-SOLICITATION OF STAFF:
The Client shall not solicit or entice away or seek to entice way from the Company to work for its business, whether as principal, agent, partner, director, employee, or consultant, any person who is or was employed, engaged by the company in providing the Services.
Should the Client be in breach of the above, then it shall pay to the Company a sum to cover the Company’s reasonable losses in this matter.
DISPUTE RESOLUTION AND APPLICABLE LAW:
Any dispute or difference arising out of or in connection with this Contract shall be referable at the option of either party to adjudication.
The person, who is to act as the adjudicator, shall be agreed between the Client and the Company, the preferred adjudicator being ARCA.
The Contract shall in all respects be subject to and construed in accordance with English Law and the Client submits to the exclusive jurisdiction of the English Courts