Standard Terms & Conditions – Client

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             “Client” means the organisation or person who purchases goods and services from the Agency;

1.3             “Goods” means the goods described in a Specification Document which the Client accepts and against which the Client places an order.

1.4             “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;

1.5             “Services” means the services described in a Specification Document which the Client accepts and against which the Client places an order.

1.6             “Specification Document” means a statement of work, quotation or other similar document describing the Goods and Services to be provided by the Agency;

1.7             “Agency” means Rees Bradley Hepburn Limited, of Diddington Farm, Diddington Lane, Meriden, West Midlands CV7 7HQ, United Kingdom.

2. GENERAL

2.1             These Terms and Conditions shall apply to all contracts for the supply of Goods and Services by the Agency to the Client.

2.2             Before the commencement of the Services the Agency shall submit to the Client a Specification Document which shall specify the Goods and Services to be supplied and the price payable. The Client shall notify the Agency immediately if the Client does not agree with the contents of the Specification Document. All Specification Documents shall be subject to these Terms and Conditions.

2.3             The Agency 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 will be set out in the Specification Document.

3.2             Prices shall be quoted to the Client in Sterling (GBP). The Agency will confirm invoicing profile before commencing the Service. The Agency shall invoice the Client either a) in advance of the Service b) on completion of the Services or c) part invoice as appropriate.

3.3             Invoiced amounts shall be due and payable within 30 days of date of invoice. Certain Services may require different terms which will be agreed in advance between the parties.

3.4             Except in the event of a bona fide dispute, the Agency 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 rale of 3% per annum above the base rate of the Bank of England. In the event that the Client’s procedures require that an invoice be submitted against a Purchase Order to payment, the Client shall be responsible for issuing such Purchase Order before the Goods and Services are supplied. No work will commence before a Purchase Order, or written acceptance of the Service from the Client has been provided

3.5             Goods and Services produced by the Agency may include Third-Party costs incurred in a currency other than GBP. Foreign Exchange rates may change, and the exchange rate used in the Specification Document may not be the same as the exchange rate incurred by the Agency on the date that the Third-Party costs is incurred. The Agency will aim to minimise any foreign exchange variations, however, the Agency will not be liable for any foreign exchange losses, and reserves the right to pass these costs to the Client. The Client will be informed of such price changes.

4. SPECIFICATION

All 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 Agency and no representation written or oral, correspondence or statement shall form part of the contract.

5. TITLE

Title in the Goods and Services shall not pass to the Client until the Agency has been paid in full.

6. CLIENT’S OBLIGATIONS

To enable the Agency to perform its obligations under this Agreement the Client shall:

6.1.1         co-operate reasonably with the Agency;

6.1.2         provide the Agency with any information reasonably required by the Agency;

6.1.3         obtain all necessary permissions and consents which may be required before the commencement of the Services provided that the Agency has advised the Client in writing of all necessary permissions and consents of which it is aware; and

6.1.4         comply with such other reasonable requirements as may be set out in the Specification Document or otherwise agreed between the parties.

6.2             The Client shall be liable to compensate the Agency for any reasonable expenses directly incurred by the Agency as a result of the Client’s failure to comply with Clause 6.1.

6.3             Without prejudice to any other rights to which the Agency may be entitled, in the event that the Client unlawfully terminates or cancels the Goods and Services agreed to in the Specification Document, the Client shall be required to pay to the Agency as agreed damages and not as a penalty the full amount of any third party costs to which the Agency has committed, provided that the Client has been advised in writing by the Agency the detail and value of such commitments to third parties, 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 Client agrees this is a genuine pre-estimate of the Agency’s losses in such a case. For the avoidance of doubt, the Client’s failure to comply with any obligations under Clause 6.1 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.

6.4             Except in an event of Force Majeure as described in Clause14 of this Agreement in the event that the Client or any third party, not being a subcontractor of the Agency, shall omit or commit anything which prevents or delays the Agency from undertaking or complying with any of its obligations under this Agreement, then the Agency shall notify the Client as soon as possible and:

6.4.1         the Agency shall have no liability in respect of any delay to the completion of any project;

6.4.2         if applicable, the time table for the project will be modified accordingly;

6 4.3         the Agency shall notify the Client at the same time if it intends to make any claim for additional costs. The Agency may, at its sole discretion, a) accept the claim and continue with the revised project schedule, b) open a negotiation with the Agency to modify such claim or c) terminate the Agreement forthwith and only be liable to the Agency for costs necessarily expended to the date of Termination together with any third party costs to which the Agency has committed, provided that the Client has been advised in writing by the Agency the detail and value of such commitments to third parties.

7. ALTERATIONS TO THE SPECIFICATION DOCUMENTS

7.1             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.

7.2             The Client may at any time request alterations to the Specification Document by notice in writing to the Agency. On receipt of the request for alterations the Agency shall, within5 working days or such other period as may be agreed between the parties, advise the Client by notice in writing of the effect of such alterations, if any, on the price and any other terms already agreed between the parties.

7.3             Where the Agency gives written notice to the Client agreeing to perform any alterations on terms different from those already agreed between the parties, the Client shall, within5 working days of receipt of such notice or such other period as may be agreed between the parties, advise the Agency by notice in writing whether or not it wishes the alterations to proceed.

7.4             Where the Agency gives written notice to the Client agreeing to perform alterations on terms different from those already agreed between the parties, and the Client confirms in writing that it wishes the alterations to proceed on those terms, the Specification Document shall be amended to reflect such alterations and there after the Agency shall perform this Agreement upon the basis of such amended terms.

8. WARRANTY

8.1             The Agency warrants that as from the date of delivery for a period of 1 year, the Goods and all their components, where applicable, are free from any defects in design, workmanship, construction or materials.

8.2             The Agency warrants that the Services performed under this Agreement shall be performed using reasonable skill and care, and a quality conforming to generally accepted industry standards and practices.

8.3             Except as expressly stated in this Agreement all warranties whether expressed or implied, by operation of law or otherwise, and hereby excluded in relation to the Goods and Services to be provided by the Agency.

9. INDEMNIFICATION

The Agency warrants that Goods and Services do not infringe any intellectual property or other proprietary right of any third party and will indemnify and hold harmless the Client for any claims or actions by a third party arising from such infringement.

10. LIMIT OF LIABILITY

10.1          Except in respect of death or personal injury due to negligence or fraudulent misrepresentation for which no limit shall apply, the entire liability of each party to each other party 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 Client to which the claim relates.

10.2          In no event shall either party be liable to the other for a 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 one party had been made aware of the possibility of the other party incurring such a loss.

11. TERMINATION

Either party may terminate this Agreement forthwith by notice in writing to the other if:

11.1          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;

11.2          the other party commits a material breach of this Agreement which cannot be remedied under any circumstances;

11.3          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 takes an order to that effect;

11.4          the other party ceases to carry on its business or substantially the whole of its business; or

11 5          the other party is declared insolvent, 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.

12. 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 Agency and the Client shall do all that is reasonably necessary to ensure that such rights vest in the Agency by the execution of appropriate instruments or the making of agreements with third parties.

13. FORCE MAJEURE

The Agency shall not be liable for any delay, costs or failure to perform any of its obligations if the delay, costs or failure results from events or circumstances outside its reasonable control, including but not limited to acts of God, strikes, lock outs, diseases effecting key individuals, epidemics or pandemics, quarantine restrictions, 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. In the event that such event of Force Majeure continues for a period of 60 days, either party may terminate the Agreement.

14. INDEPENDENT CONTRACTORS

The Agency and the Client 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 Agency may, in addition to its own employees, engage sub-contractors to provide all or part of the Services being provided to the Client and such engagement shall not relieve the Agency of its obligations under this Agreement or any applicable Specification Document.

15. ASSIGNMENT

Neither party shall be entitled to assign its rights or obligations or delegate its duties under this Agreement without the prior written consent of the other party, such agreement which will not be unreasonably withheld or delayed.

16. 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.

17. 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.

18. 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.

19. 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.

20. NO THIRD PARTIES

Nothing in this Agreement is intended to, nor shall it confer any rights on a third party.

21. 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.