1. DEFINITIONS AND EFFECT OF CONDITIONS

(a) The Company means Charity2Charity Ltd The Customer shall mean XYZ

(b) These conditions shall apply to and be incorporated into every agreement between the Company and any person, firm, organization or other company (the Customer) under which the Company supplies goods or services at the request of the Customer.

(c) These conditions shall supersede all earlier conditions of the Company.

(d) These conditions shall take precedence over any conditions of the customer and shall not be varied except by written consent of a Director of the Company.

 

2. DELIVERY

(a) Any delivery dates quoted whether verbally or otherwise are estimates only and in regard to any such date time shall not be of the essence. .

(b) Delivery of a service shall be deemed complete upon the satisfactory completion of a test or commissioning specification, written beforehand by the Company.

(c) The Company shall be entitled to make partial deliveries by instalments and these conditions shall apply to each partial delivery.

 

3. FRUSTRATION etc (Force Majeure)

(a) The Company shall not be deemed to be in breach of any of its obligations under the agreement or otherwise be liable to the customer due to any delay in performing or any failure to perform any such obligations by reason of any cause or event beyond the Company’s control (including without limitation breakdown of plant or machinery, strike or industrial dispute, shortage of materials, or failure of or delay in receiving supplies, act of war (whether declared or not), act of God or any law, regulation of any government or any local or municipal authority . If any such event continues for more than 28 days the Company may terminate the agreement forthwith by written notice to the customer without prejudice to the accrued rights of either party.

(b) The Company shall not be liable for delay or failure to perform a task where that delay or failure is due to the non-supply of necessary information in the customer’s possession.

 

4. PRICE

(a) Unless otherwise stated any prices quoted by the Company are exclusive of Value Added Tax and any other taxes, exclusive of third party charges, carriage, packing and insurance, and the Company shall be charged in respect of the above items.

(b) Prices payable and are those current at the time of quotation and applicable for the period referenced therein. .

 

5. PAYMENT AND SETTLEMENT OF PROCEEDS

(a) The Customer will make payment in full for chargeable services no later than 30 days from the date of invoice. The Company shall make payment to the Customer for the agreed percentage of net proceeds no later than 30 days from the date of the monthly statement produced for the Customer by the Company. Neither party shall apply any offset when making payments to the other party.

(b) The Company reserves the right to suspend deliveries and services where payment is not received in accordance with paragraph (a) of this clause or in accordance with any alternative terms of payment agreed in writing.

(c) Where payment is not made in accordance with the terms of paragraph (a) above the parties shall pay interest on any unpaid amounts calculated at 3% above Barclays Bank plc base rate for the time being in force calculated on a daily basis.

(d) Prior to, or at the time of supply of goods or services, the Company will advise the customer whether payment by Credit Card is acceptable. In such cases payment is due under condition 5(a) above with an additional charge of 2½ %.

 

6. TELEPHONE ORDERS AND INSTRUCTIONS

(a) The Customer shall send the Company a written order in confirmation of any telephoned orders or instructions duly marked with any confirmation reference given by the Company..

 

7. GOODS

Licensed In the case of services supplied or licensed to the Customer under the terms of this agreement, the title shall remain with the Company.

 

8. DRAWINGS, SPECIFICATIONS AND BROCHURES ETC

(a) All drawings, specifications descriptions and illustrations contained in the sales literature are approximate only and shall only form part of any agreement when signed by a competent officer of the Company. Drawings, specifications and technical documents, supplied to the Customer shall not be copied, reproduced or communicated to any third party without the Company’s prior written consent.

 

9. DEFECTS

The Customer must inform the Company of any allegedly defective goods or services without delay. Verbal notification, describing the suspect item, must be confirmed in writing within 5 days.

In the case of services licensed to the Customer under the terms of this agreement, the Company will acting reasonably remedy any defect discovered or summarily cancel the agreement.

 

10. EXCLUSION OF LIABILITY

(a) Except where provided otherwise in these conditions, the Company shall be under no liability of whatsoever kind however caused whether or not due to the negligence or wilful default of the Company or its servants or agents arising out of or in connection with the goods or services. All conditions, warranties or other terms, whether expressed or implied, statutory or otherwise except with regard to the Company’s title to the goods are hereby expressly excluded provided that nothing in this paragraph shall exclude or restrict any liability of the Company for death or personal injury resulting from the negligence of the Company or its servants or agents.

(b) In any event the Company’s liability shall be limited to direct loss and shall not include indirect or consequential loss.

 

11. CANCELLATIONS

(a) The Customer shall not (except in accordance with condition 10) cancel any orders without the Company’s previous written consent. If the company in its discretion gives consent, it reserves the right to make a cancellation charge of 50% of the contract price of the goods or services, concerned plus VAT.

 

12. COPYRIGHT, PATENTS, TRADEMARKS AND INTELLECTUAL PROPERTY RIGHTS

(a) The Customer acknowledges that rights in respect of trademarks, trade names, copyrights, patents, and other intellectual property rights connected with the goods do not pass to the Customer.

(b) The Customer agrees to indemnify the Company against all liabilities, costs and expenses which the Company may incur as a result of work done in accordance with the Customer’s specifications which involve infringement of any patent or other proprietary right.

 

13. SUBCONTRACTING

(a) The Company reserves the right to sub-contract any part of any work or supply of any goods or services.

 

14. HEADINGS

(a) The headings of theses conditions are for convenience only and shall have no effect on the interpretation thereof.

 

15. TERMINATION

(a) The Company shall be entitled by notice in writing to terminate any agreement without prejudice to any claim or right the Company may otherwise make or exercise where (i) the Customer is in breach of any term, condition or provision of this agreement or required by law, (ii) the Customer shall go into liquidation (except for the purpose of reconstruction) or if any petition or resolution to wind up the Customer shall be presented or if a receiver is appointed of the Customer’s undertaking property or assets or if a distress warrant shall be levied upon any of the Customer’s property or if the Customer shall commit any act of bankruptcy.

 

16. JURISDICTION

The agreement shall be governed by and construed in accordance with English Law and the courts of England shall have jurisdiction to hear all disputes arising in connection with the agreement.