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STANDARD TERMS
AND CONDITIONS FOR SUPPLY OF GOODS AND SERVICES OF Hampshire Flag
Company Ltd
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 Hampshire Flag Company Ltd Unit 11 Pipers Wood Industrial
Park, Waterberry Drive, Waterlooville, Hampshire PO7 7XU England.
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 of 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. The Supplier shall invoice the Customer 30 Days NET if
the customer has an agree account.
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 10 % 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 or quotation. 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 Clause7.1.
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 as from the date of delivery for a period of 7 days
or subject to specific product types the goods and all their component
parts, where applicable, are free from any defects in design, workmanship,
construction or materials.
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.
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 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.
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 any time 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 law of England and the parties
hereby submit to the exclusive jurisdiction of the English courts.
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