STANDARD TERMS AND CONDITIONS FOR SUPPLY OF GOODS AND SERVICES OF THE CLUTTER CLEARING CONSULTANCY.
1. DEFINITIONS
In this document the following words shall have the following
meanings:
1.1 “Agreement” means these Terms and Conditions
together with the terms of any applicable Specification
Document;
1.2 “Customer” means the organisation or person
who purchases goods and services from the supplier;
1.3 “Intellectual Property Rights” means all
patents, registered and unregistered designs, copyright,
trade marks, know-how and all other forms of intellectual
property wherever in the world enforceable;
1.4 “Specification Document” means a statement
of work, quotation or other similar document describing
the goods and services to be provided by the supplier;
1.5 “Supplier” means The Clutter Clearing
Consultancy.
2. GENERAL
2.1 These Terms and Conditions shall apply to all contracts
for the supply of goods and services by the Supplier to
the Customer.
2.2 Before the commencement of the services the Supplier
shall submit to the Customer a Specification Document
which shall specify the goods and services to be supplied
and the price payable. The Customer shall notify the Supplier
immediately if the Customer does not agree with the contents
of the Specification Document. All Specification Documents
shall be subject to these Terms and Conditions.
2.3 The Supplier shall use all reasonable endeavours to
complete the services within estimated time frames but
time shall not be the essence in the performance of any
services.
3. PRICE AND PAYMENT
3.1 The price for the supply of goods and services are
as set out in the Specification Document.
3.2 Invoiced amounts shall be due and payable within 30
days of receipt of invoice. 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 1% 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. DELIVERY
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.
6. TITLE
Title in the Goods shall not pass to the Customer until
the Supplier has been paid in full for the Goods.
7. CUSTOMER’S OBLIGATIONS
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. WARRANTY
9.1 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.
9.2 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.
10. INDEMNIFICATION
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.
12. TERMINATION
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
reasonable necessary to ensure that such rights vest in
the Supplier by the execution of appropriate instruments
or the making of agreements with third parties.
14. FORCE MAJEURE
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.
16. ASSIGNMENT
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.
17. SEVERABILITY
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.
18. WAIVER
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
anytime subsequently to enforce all Terms and Conditions
of this Agreement.
19. NOTICES
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.
20. ENTIRE AGREEMENT
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.
21. NO THIRD 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 English law and the parties hereby submit to
the exclusive jurisdiction of the English courts.