| 1 |
Interpretation |
| 1.1 |
In these Conditions:
'CLIENT' means the person named on the Specification
Sheet for whom the Supplier has agreed to provide
the Specified Service in accordance with these Conditions
'CONTRACT' means the contract for the provision
of the Specified Service 'DOCUMENT' includes, in
addition to a document in writing, any map, plan,
graph, drawing or photograph, any film, negative,
tape or other device embodying visual images and
any disc, tape or other device embodying any other
data 'INPUT MATERIAL' means any Documents or other
materials, and any data or other information provided
by the Client relating to the Specified Service
'OUTPUT MATERIAL' means any Documents or other materials,
and any data or other information provided by the
Supplier relating to the Specified Service 'SPECIFICATION
SHEET' means the sheet to which these Conditions
are appended 'SPECIFIED SERVICE' means the service
to be provided by the Supplier for the Client and
referred to in the Specification Sheet 'SUPPLIER'
means Pre?Fix Gauge Systems Ltd (registered in 18
Etnam Street, Leominster, Herefordshire, HR6 8AQ
under number 2912790) 'SUPPLIER'S STANDARD CHARGES'
means the charges shown in the Supplier's quotation
or other published literature relating to the Specified
Service from time to time. |
| 1.2 |
The headings in these Conditions
are for convenience only and shall not affect their
interpretation |
| 2 |
Supply of the Specified Service |
| 2.1 |
The Supplier shall provide
the Specified Service to the Client subject to these
Conditions. Any changes or additions to the Specified
Service or these Conditions must be agreed in writing
by the Supplier and the Client. |
| 2.2 |
The Client shall at its own
expense supply the Supplier with all necessary Documents
or other materials, and all necessary data or other
information relating to the Specified Service, within
sufficient time to enable the Supplier to provide
the Specified Service in accordance with the Contract.
The Client shall ensure the accuracy of all Input
Material. |
| 2.3 |
The Client shall at its own
expense retain duplicate copies of all Input Material
and insure against its accidental loss or damage.
The Supplier shall have no liability for any such
loss or damage, however caused. All Output Material
shall be at the sole risk of the Client from the
time of delivery to or to the order of the Client. |
| 2.4 |
The Specified Service shall
be provided in accordance with the Specification
Sheet and otherwise in accordance with the Supplier's
current brochure or other published literature relating
to the Specified Service from time to time, subject
to these Conditions. |
| 2.5 |
Further details about the Specified
Service, and advice or recommendations about its
provision or utilisation, which are not given in
the Supplier's brochure or other promotional literature,
may be made available on written request. |
| 2.6 |
The Supplier may correct any
typographical or other errors or omissions in any
brochure, promotional literature, quotation or other
document relating to the provision of the Specified
Service without any liability to the Client. |
| 2.7 |
The Supplier may at any time
without notifying the Client make any changes to
the Specified Service which are necessary to comply
with any applicable safety or other statutory requirements,
or which do not materially affect the nature or
quality of the Specified Service. |
| 3 |
Charges |
| 3.1 |
Subject to any special terms
agreed, the Client shall pay the Supplier's Standard
Charges and any additional sums which are agreed
between the Supplier and the Client for the provision
of the Specified Service or which, in the Supplier's
sole discretion, are required as a result of the
Client's instructions or lack of instructions, the
inaccuracy of any Input Material or any other cause
attributable to the Client. |
| 3.2 |
The Supplier shall be entitled
to vary the Supplier's Standard Charges from time
to time by giving not less than one months' written
notice to the Client. |
| 3.3 |
All charges quoted to the Client
for the provision of the Specified Service are exclusive
of any Value Added Tax, for which the Client shall
be additionally liable at the applicable rate from
time to time. |
| 3.4 |
The Supplier shall be entitled
to invoice the Client following the end of each
month in which the Specified Service is provided,
or at other times agreed with the Client. |
| 3.5 |
The Supplier's Standard Charges
and any additional sums payable shall be paid by
the Client (together with any applicable Value Added
Tax, and without any set?off or other deduction)
within 45 days of the date of the Supplier's invoice. |
| 3.6 |
If payment is not made on the
due date, the Supplier shall be entitled, without
limiting any other rights it may have, to charge
interest on the outstanding amount (both before
and after any judgement) at the rate of 4 % above
the base rate from time to time of Barclays Bank
plc from the due date until the outstanding amount
is paid in full. |
| 4 |
Rights in Input Material
and Output Material |
| 4.1 |
The property and any copyright
or other intellectual property rights in:
4.1.1 any
Input Material shall belong to the Client
4.1.2 any
Output Material shall, unless otherwise agreed
in writing between the Client and the Supplier,
belong to the Supplier,
subject only to the right of the Client to use
the Output Material for the purposes of utilising
the Specified Service
|
| 4.2 |
Any Input Material or other
information provided by the Client which is so designated
by the Client and any Output Material shall be kept
confidential by the Supplier, and all Output Material
or other information provided by the Supplier which
is so designated by the Supplier shall be kept confidential
by the Client; but the foregoing shall not apply
to any Documents or other materials, data or other
information 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. |
| 4.3 |
The Client warrants that any
Input Material and its use by the Supplier for the
purpose of providing the Specified Service will
not infringe the copyright or other rights of any
third party, and the Client shall indemnify the
Supplier against any loss, damages, costs, expenses
or other claims arising from any such infringement.
|
| 4.4 |
Subject to paragraph 4.3, the
Supplier warrants that any Output Material and its
use by the Client for the purposes of utilising
the Specified Service will not infringe the copyright
or other rights of any third party, and the Supplier
shall indemnify the Client against any loss, damages,
costs, expenses or other claims arising from any
such infringement. |
| 5 |
Warranties and Liabilities |
| 5.1 |
The Supplier warrants to the
Client that the Specified Service will be provided
using reasonable care and skill and, as far as reasonably
possible, in accordance with the Specification and
at the intervals and within the times referred to
in the Specification Sheet. Where the Supplier supplies
in connection with the provision of the Specified
Service any goods (including Output Material) supplied
by a third party, the Supplier does not give any
warranty, guarantee or other term as to their quality,
fitness for purpose or otherwise, but shall, where
possible, assign to the Client the benefit of any
warranty, guarantee or indemnity given by the person
supplying the goods to the Supplier. |
| 5.2 |
The Supplier shall have no liability
to the Client for any loss, damage, costs, expenses
or other claims for compensation arising from any
Input Material or instructions supplied by the Client
which are incomplete, incorrect, inaccurate, illegible,
out of sequence or in the wrong form, or arising
from their late arrival or non?arrival, or any other
fault of the Client. |
| 5.3 |
Except in respect of death or
personal injury caused by the Supplier's negligence,
or as expressly provided in these Conditions, the
Supplier shall not be liable to the Client by reason
of any representation (unless fraudulent), or any
implied warranty, condition or other term, or any
duty at common law, or under the express terms of
the Contract, for any loss of profit or any indirect,
special or consequential loss, damage, costs, expenses
or other claims (whether caused by the negligence
of the Supplier, its servants or agents or otherwise)
which arise out of or in connection with the provision
of the Specified Service or their use by the Client,
and the entire liability of the Supplier under or
in connection with the Contract shall not exceed
the amount of the Supplier's charges for the provision
of the Specified Service, except as expressly provided
in these Conditions. |
| 5.4 |
The Supplier 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 Supplier's obligations
in relation to the Specified Service, if the delay
or failure was due to any cause beyond the Supplier's
reasonable control. |
| 6 |
Termination |
| 6.1 |
The Client shall be entitled
to terminate the Contract at any time by giving
not less than one months' written notice to the
Supplier. |
| 6.2 |
Either party may (without limiting
any other remedy) at any time terminate the Contract
by giving written notice to the other if the other
commits any breach of these Conditions and (if capable
of remedy) fails to remedy the breach within 30
days after being required by written notice to do
so, or if the other goes into liquidation, or (in
the case of an individual or firm) becomes bankrupt,
makes a voluntary arrangement with his or its creditors
or has a receiver or administrator appointed. |
| 7 |
General |
| 7.1 |
These Conditions (together with
the terms, if any, set out in the Specification
Sheet) constitute the entire agreement between the
parties, supersede any previous agreement or understanding
and may not be varied except in writing between
the parties. All other terms and conditions, express
or implied by statute or otherwise, are excluded
to the fullest extent permitted by law. |
| 7.2 |
Any notice required or permitted
to be given by either party to the other under these
Conditions shall be in writing addressed to the
other party at its registered office or principal
place of business or such other address as may at
the relevant time have been notified pursuant to
this provision to the party giving the notice. |
| 7.3 |
No failure 'or delay by either
party in exercising any of its rights under the
Contract shall be deemed to be a waiver of that
right, and no waiver by either party of any breach
of the Contract by the other shall be considered
as a waiver of any subsequent breach of the same
or any other provision. |
| 7.4 |
If any provision of these Conditions
is held by any competent authority to be invalid
or unenforceable in whole or in part, the validity
of the other provisions of these Conditions and
the remainder of the provision in question shall
not be affected. |
| 7.5 |
Any dispute arising under or
in connection with these Conditions or the provision
of the Specified Service shall be referred to arbitration
by a single arbitrator appointed by agreement or
(in default) nominated on the application of either
party by the President for the time being of the
Royal Institution of Chartered Surveyors. |
| 7.6 |
English law shall apply to the
Contract; and the parties agree to submit to the
non?exclusive jurisdiction of the English courts. |
