Terms and Conditions
Points to note:
1. The use of an arbitrator has been included, the proposed body being ARCA/ATaC.
1. Interpretation
1.1 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 G & L CONSULTANCY LIMITED (registered in England under number
3687929)
'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, survey, 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
1.2 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.
1.3 The headings in these Conditions are for convenience only and shall not
affect their interpretation.
2. Basis of the sale
2.1 The Company shall provide the Services and the 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.
2.2 No Variation to these Conditions shall be binding unless agreed in Writing
between the authorised representative of the Client and the Company.
2.3 The Company's employees or agents are not authorised to make any representations
concerning the Services unless confirmed by the Company in Writing. In entering
into the Contract the Client acknowledges that it does not rely on, and waives
any claim for breach of, any such representations which are not so confirmed.
2.4 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.
3. Orders and specifications
3.1 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.
3.2 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.
3.3 The company reserves the right to make any changes in the specification
of the Services which are required to conform with any safety or other statutory
requirements.
3.4 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 all labour and materials used),
damages, charges and expenses incurred by the Company as the result of cancellation.
4. Assignments and Sub-Contracting
4.1 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.
5. Price of Services
5.1 The price of the Services shall be the Company's quoted price. All prices
quoted are valid for 30 days only or until earlier acceptance by the Client,
after which time they may be altered by the Company without giving notice to
the Client.
5.2 The Company reserves the right by giving notice to the Client at any time
before commencement of the Service, to increase the price of the Services to
reflect any increase in the cost to the Company which is due to any factor beyond
the control of the Company (such as, without limitation, any foreign exchange
fluctuation, currency regulation, alteration of duties, significant increase
in the costs of labour, materials or other costs of manufacture), or any delay
caused by any instructions of the Client or failure of the Client to give the
Company adequate information or instructions.
5.3 Value Added Tax ("VAT") will be added to all charges at the rate
applicable at the tax point at the time of invoice. Where the Client is registered
for VAT within the European Union but outside the United Kingdom the work will
be zero-rated provided The Company has been notified of the Client's VAT registration
number. If the Client is not registered or The Company has not been so notified,
VAT at the rate applicable at the tax point shall become payable.
6. Terms of payment
6.1 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.
6.2 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.
6.3 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:
6.3.1 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.
6.3.2 under The Late Payment of Commercial Debts (Interest) Act 1998, charge
the Client interest (both before and after any judgement) on the amount unpaid,
at the rate of 4% per annum above (XXXX Company Bank) 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
6.3.3 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.
7. Force Majeur
7.1 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.
8. Accuracy
8.1 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.
8.2 Any report produced by the Company for the benefit of the Client relates
solely to the goods or samples reported on and not bulk from which the goods
or samples were drawn.
9. Confidentiality and Intellectual Property
9.1 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.
9.2 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.
9.3 The Output Material is prepared exclusively for the Client for the purposes
of the Contract and may not under any circumstances be 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.
9.4 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.
10. Warranty and Limitation of Liability
10.1 The Company warrants to the Client that it is accredited by UKAS and that
the Services (with the exception of advice and consultancy) will be provided
in accordance with the accredited procedures of UKAS.
10.2 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.
10.3 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
any defects or deficiencies of any sort in the Services whether such defects
or deficiencies are caused by the negligence of the Company or its employees
or agents or otherwise.
10.4 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.
10.5 No liability is accepted by the Company for loss or damage howsoever caused
to any goods or samples submitted for examination by the Client. Following examination
of the goods or samples the remainder will only be returned to the Client upon
written request. Unless the Company receives notice in Writing to the contrary
the Company shall be entitled to dispose of all goods or samples within 6 months
of the completion of the Contract.
10.6 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.
10.7 The entire liability of the Consultancy 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.
10.8 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.
10.9 The Client is under a duty to mitigate any losses howsoever caused.
10.10 The Client acknowledges and agrees that the limitation of liability contained
in this clause is:
10.10.1 fair and reasonable;
10.10.2 reflected in the level of charges and of insurance cover carried by
the Company
10.10.3 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 subcontractors 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.
11. Publicity
11.1 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.
12. Non-solicitation of Staff
12.1 The Client shall not solicit or entice away or seek to entice away from
the Company to work for its business, whether as principal, agent, partner,
director, employee, secondee or consultant, any person who is or was employed
or engaged by the Company in providing the Services.
12.2 Should the Client be in breach of 13.1 above, then it shall pay to the
Company a sum to cover the Company's reasonable losses in this matter.
13. Data Protection Act 1998
13.1 The Company is registered under the Data Protection Act 1998.
13.2 The Company may consult or register information about the Client and
the conduct of the Client's account with a licensed credit reference agency.
The Company may also consult a licensed credit agency about any credit information
that they hold on the Client, or the Client's principal directors. The Company
will keep a record of that search either on computer or on manual records.
13.3 As part of its marketing policy the Company may send to the Client from
time to time details of its products and services. If the Client does not
wish to receive these details then please contact:
G & L Consultancy Ltd
Unit Z, Creech Business Park
Mill Lane
Creech St Michael
Somerset
TA3 5PX
Tel: +44 (0) 1823 443898
14. Dispute Resolution And Applicable Law
14.1 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/ATaC.
14.2 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.
15. Events of Default, Termination, Repossession, Suspension
15.1 If:
15.1.1 the Client fails to pay any sums when due or otherwise materially breaches
any of the terms of the Contract or any other terms agreed with the Company;
or
15.1.2 the Client is, or for statutory purposes is deemed to be or appears to
be unable to pay its debts as they become due, or the value of its assets is
less than the amount of its liabilities (including contingent and prospective
liabilities) or the Client otherwise becomes insolvent or suspends payment or
threatens to do so or ceases to trade; or
15.1.3 the Client makes any voluntary arrangement with its creditors or becomes
subject to an administration order or (being an individual or firm) becomes
bankrupt or (being a company) goes into liquidation (otherwise than for the
purposes of amalgamation or reconstruction); or
15.1.4 an encumbrancer takes possession, or a receiver is appointed, of any
of the property or assets of the Client; or
15.1.5 the Client ceases, or threatens to cease, to carry on business; or
15.1.6 where the Client is an individual or partnership, he or any partner dies;
or
15.1.7 outside England and Wales anything corresponding to any of the above
occurs; or
15.1.8 the Company reasonably apprehends that any of the events mentioned above
is about to occur in relation to the Client.
15.2 then in the above cases the Client shall notify the Company forthwith
in writing of such event and in all cases the Company may (at its discretion,
whether or not it has received notice from the Client as aforesaid, and without
prejudice to its other rights hereunder or otherwise) at any time by notice
to the Client do any one or more of the following:-
15.2.1 terminate, cancel and/or rescind the Contract and other contracts with
the Client;
15.2.2 declare immediately due, payable and interest-bearing under clause 6.3.2
above any amounts owed by the Client to the Company under any contract;
15.2.3 suspend the provision of any Services to the Client;
15.2.4 proceed against the Client for any sums owing under the Contract and/or
damages, as appropriate.
16. General
16.1 Any notice required or permitted to be given by either party to the other
under these Conditions shall be in Writing addressed to that 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.
16.2 No waiver by the Company of any breach of the Contract by the Client shall
be considered as a waiver of any subsequent breach of the same or any other
provision.
16.3 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 or the provision in question
shall not be affected thereby
16.4 The parties acknowledge that, except as specifically provided in this Contract,
it is not their intention that any third party shall be entitled to enforce
any term of this Contract which may confer a benefit on that third party, whether
any such entitlement would, but for this provision, arise under the Contracts
(Rights of Third Parties) Act 1999 or otherwise.
