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1.  Interpretation.

    1. In these Terms:-
      “Additional Terms” means any additional terms set out in the Specification
      “Client” means the person named in the Specification for whom the Supplier has agreed to supply the Goods and/or Services in accordance with these Terms;
      “Contract” means the contract between the parties for the supply of the Goods and/or Services;
      “Document” includes, in addition to a document in writing, a map, plan, design, drawing, picture or other image or other record of any information in any form;
      “Goods” the goods (including any instalment of the goods or any parts of them) which the Supplier is to supply in accordance with the Specification;
      “Information” means any Document or other materials and any other information provided by the Client relating to the Goods and/or Services;
      “Material” means any Documents or other materials and any other data or information provided by the Supplier relating to the Goods and/or Services;
      “Services” means the services to be provided by the Supplier for the Client in accordance with the Specification;
      “Specification” means the document to which these Terms are attached;
       “Supplier” means [                                                       ];
      “Supplier’s Charges” means the charges for the supply of the Goods and/or Services as set out in the Specification or in any other published literature produced by the Supplier from time to time relating to the Goods and/or Services;
      “Terms” means these terms and conditions together with any Additional Terms under which the Goods and/or Services are to be provided.
    1. Any reference in these Terms to a statute or any provision of a statute shall be construed as a reference to that statute or provision as amended, re-enacted or extended at the relevant time.
    2. The headings in these Terms are for convenience only and shall not affect interpretation.

2. Entire Agreement.

    1. These Terms contain the whole agreement between the parties who confirm that they have not entered into the Contract in reliance upon any representations that are not expressly incorporated in these Terms.

3. Supply of the Goods and/or Services.

    1. The Supplier shall supply and deliver the Goods and/or Services to the Client in accordance with the Specification and the Terms.  The Terms apply  to all Contracts to the exclusion of all other conditions (subject to those agreed to from time to time by the Supplier in writing) including any conditions which the Client may purport to incorporate under any confirmation of Specification or similar document.
    2. The Client shall at his own expense provide the Supplier with all necessary Information relating to the Goods and/or Services within sufficient time and format to allow the Supplier to supply the Goods and/or Services in accordance with the Specification.
    3. The Client shall ensure the accuracy of all Information supplied to the Supplier and the Supplier will not be liable in any way for any subsequent losses brought about by the inaccuracy of or delay in supplying the Information.
    4. The Client shall at his own expense retain duplicate copies of all Information supplied to the Supplier and shall insure against its accidental loss or damage.  The Supplier shall have no liability for any such loss or damage to the information howsoever caused.
    5. All Material shall be at the sole risk of the Client from the date of supply to or to the order of the Client by the Supplier.
    6. The Supplier may correct any typographical or other errors or omissions in the Specification or any other document relating to the supply of the Goods and/or Services without any liability to the Client.
    7. The Supplier may at any time without notifying the Client make any changes to the Goods and/or Services 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 Goods and/or Services.
    8. If the Goods are to be manufactured or subject to any process in accordance with any design supplied by or on behalf of the Client, the Client shall indemnify the Supplier against all costs, expenses and liabilities awarded against or incurred by the Supplier in connection with or paid or agreed to be paid by the Supplier in settlement of any claim for infringement of any industrial or intellectual property rights of any person arising from any such design.
    9. This Contract may not be cancelled by the Client except with the agreement in writing of the Supplier on terms that the Client shall indemnify the Supplier against all costs expenses and liabilities incurred by the Supplier in relation to the Contract prior to its cancellation.
    10. The Client shall not acquire any right or interest in any intellectual property rights incorporated in either the Specification, Materials or Goods, save that the Client shall be entitled to use such intellectual property rights for the purpose of utilising the Goods and/or Services by the Client solely for the purpose for which it was supplied by way of a non exclusive royalty free licence subject always to payment in full of all sums due under the Contract.
    11. Any dates set out in the Specification for delivery of the Goods are approximate only and the Supplier shall not be liable for any delay in delivery of the Goods however caused. Time for delivery shall not be of the essence of the Contract unless previously expressly agreed by the Suppler in writing. The goods may be delivered by the Supplier in advance of the delivery date set out in the Specification on giving reasonable notice to the Client.
    12. Where the Goods are to be delivered in instalments, each delivery shall constitute a separate contract and failure by the Supplier to deliver any one or more of the instalments in accordance with these Terms or any claim by the Client in respect of any one or more instalments shall not entitle the Client to treat the Contract as a whole as repudiated.

4. Charges.

    1. Payment of the Supplier’s Charges shall be due within 30 days of the date of the Supplier’s invoice (“the Due Date”).
    2. The Supplier may invoice the Client at any time after any Goods and/or Services have been supplied or at any other time as may be agreed between the parties in writing. 
    3. Subject to any special terms agreed in writing between the parties, the Client shall pay the Supplier’s Charges together with any additional sums which are agreed between the parties for the supply of the Goods and/or Services or which (at the Supplier’s sole discretion) are required as a result of the Client’s instructions or lack of instructions, the inaccuracy of any Information or any other cause attributable to the Client. 
    4. The Supplier may vary the Supplier’s Charges from time to time by giving not less than 3 months’ written notice to the Client.
    5. All charges quoted for the supply of the Goods and/or Services are exclusive of VAT for which the Client shall be additionally liable at the applicable rate from time to time upon receipt of a valid VAT invoice from the Supplier.
    6. In the event that full payment is not received by the Supplier by the Due Date, the Supplier may:-

4.6.1 charge interest on overdue invoices from the Due Date on a day to day basis until full payment of the outstanding amount is received in accordance with the Commercial Debts (Interest) Act 1998 together with any regulations thereunder;

      1. cancel the Contract or suspend the supply of the Goods and/or Services; or
      2. appropriate any payment made by the Client to such of the outstanding invoices as the Supplier may deem fit.

5. Property and Risk in Goods.

5.1 Risk of damage to or loss of the Goods shall pass to the Buyer on delivery
5.2 Property in the Goods shall notwithstanding delivery remain with the Supplier until all sums due and owing by the Client to the
Supplier on any account have been paid.
5.3 Pending the transfer of the property in the Goods:-
5.3.1 the Client shall hold the Goods as the Suppliers’ bailee and shall keep the Goods separate from those of the Client and third parties and properly stored, protected, insured and identified as the Supplier’s property; and
5.3.2 the Supplier may at any time require the Client to deliver up the Goods to the Supplier and in default the Client hereby grants the Supplier licence to enter upon any premises of the Client and any third party where the Goods are stored and repossess the Goods.

6. Warranties and Liabilities.

6.1 Subject to the following provisions the Supplier warrants that:-
6.1.1 the Service will be provided by suitably qualified and experienced personnel 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;
6.1.2 the Goods will correspond with the Specification and will be free from defects in material and workmanship for a period of 6 months from the date of their initial use or 6 months from delivery, whichever is the first to expire.
6.2 The Supplier shall be under no liability under this warranty:-
6.2.1 in respect of any defect in the Goods arising from any design supplied by the Client;
6.2.2 in respect of any defects arising from fair wear and tear, wilful damage, negligence, abnormal working conditions, failure to follow the Supplier’s instructions whether oral or in writing, misuse or alteration or repair of the Goods without the Supplier’s approval;
6.2.3 if the total Price for the Goods has not been paid by the Due Date; or
6.2.4 in respect of parts, materials or equipment not manufactured by the Supplier in which case the Client shall only be entitled to the benefit of any such warranty as is given by the manufacturer to the Supplier.

    1. The Supplier shall have no liability to the Client for any loss, damage, costs, expenses or other claims arising from any Information 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, its servants, agents or subcontractors.
    2. 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 Service if the delay or failure was due to any cause beyond the Supplier’s reasonable control.
    3. Where a valid claim is made under this Warranty the Supplier may in its absolutely discretion either replace the Goods supplied or refund the Suppliers Charges for the Goods supplied in which case the Supplier shall have no further liability to the Client .
    4. Subject as expressly provided in these Terms, and except where the Goods are sold to a person dealing as a consumer (within the meaning of the Unfair Contract Terms Act 1977) all warranties, conditions  or other terms implied by statute or common law are excluded to the fullest extent permitted by law.
    5. Except in respect of death or personal injury caused by the Supplier’s negligence or as expressly provided in these Terms, 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, his servants or agents or otherwise) which arise out of or in connection with the supply of the Goods and/or Services (including any delay in providing or failing to provide the Goods and/or Services) or their use by the Client and the entire liability of the Supplier under or in connection with the supply or non supply of the Goods and/or Services shall not exceed the amount of the Supplier’s Charges for the supply of the Goods and/or Services, except as expressly provided in these Terms.

7. Termination.

    1. Save as expressly provided for in the Specification and clause 3.9 either party may terminate the Contract at any time by giving not less than 3 months’ written notice to the other.
    2. The Supplier may terminate the Contract at any time and without any further obligation to the Client by notice in writing if the Client is in material or persistent breach of any of these Terms or fails to remedy any breach capable of remedy within 14 days of receipt of written notice from the Supplier, becomes insolvent or an order is made or a resolution is passed for the winding up of the Client (other than for the purpose of a solvent amalgamation or reconstruction) or if an administrator, administrative receiver or receiver is appointed in respect of the whole or any part of its assets.

8. Force Majeure.

    1. Neither party shall be liable for any delay or defect due to any act of God, war, strike, lock out, industrial action, fire, flood, draught, tempest or any other event beyond the reasonable control of either party.
    2. If any obligation under the Contract cannot be performed for a continuing period of 3 months as a result of one or more of the events described in paragraph 8.1 then either party may terminate the Contract by notice in writing to the other at the end of this period. 

9. Arbitration.

    1. Any disputes which may arise between the parties concerning the Contract shall be referred to a single arbitrator to be agreed upon by the parties or in default of agreement to be nominated by the President for the time being of the Chartered Institute of Arbitrators for determination in accordance with the Arbitration Act 1986.
  1. General.
    1. The Client may not assign any of its rights or obligations under the Contract without the prior written consent of the Supplier.
    2. A notice to be given by either party to the other under these Terms shall be in writing addressed to that other party at its registered office or principal place of business.
    3. No waiver by the Supplier 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 provisions.
    4. If any provision of the Contract is held by a court or other competent authority or tribunal to be invalid or unenforceable in whole or in part, the validity of the other provisions of the Contract and the remainder of the provision in question shall not be affected.
    5. In the event of any conflict between the provisions set out in these Terms and the Additional Terms, the provisions of the Additional Terms shall prevail.
    6. The Client acknowledges and consents to the processing and disclosure by the Supplier of personal data relating to the Client relevant to any credit which may from time to time be afforded by the Supplier and to credit reference agencies, banks and credit insurers and that such organisations may process the data provided.
    7. This Agreement shall be governed by and construed in accordance with the laws of England and Wales and each party agrees to be subject to the jurisdiction of the courts of England and Wales.
    8. For the purposes of the Contracts (Rights of Third Parties) Act 1999, the Contract is not intended to and does not give any person who is not a party to it any right to enforce any of its provisions.