STANDARD
TERMS AND CONDITIONS
FOR SUPPLY
OF GOODS AND SERVICES
OF
OPTIMUM
DISPLAYS LTD
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 "Customer"
means the organisation or person who purchases goods and services from the
Supplier;
1.3 "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;
1.4 "Specification
Document" means a statement of work, quotation, estimate or other similar
document describing the goods and services to be provided by the Supplier;
1.5 "Supplier" means Optimum Displays Ltd of 12a Balaclava Road, Kings Heath,
Birmingham, B14 7SG
2 GENERAL
2.1 These Terms
and Conditions shall apply to all contracts for the supply of goods and
services by the Supplier to the Customer.
2.2 Before the
commencement of the services the Supplier shall submit to the Customer a
Specification Document which shall specify the goods and services to be
supplied and the price payable. The
Customer shall notify the Supplier immediately if the Customer does not agree
with the contents of the Specification Document. All Specification Documents
shall be subject to these Terms and Conditions.
2.3 The Supplier
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 are as set out in the Specification
Document.
3.2 Invoiced
amounts shall be due and payable within the terms of the specification document.
The Supplier 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 rate of 5.00% per annum above the base rate of the Bank of
England.
3.3 In the event that the Customer’s
procedures require that an invoice be submitted against a purchase order to
payment, the Customer shall be responsible for issuing such purchase order
before the goods and services are supplied.
4 SPECIFICATION OF THE GOODS
4.1 All goods are supplied on
hire for the duration of the project unless stated otherwise in the
Specification Document.
4.2 All goods 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 Supplier and no representation written or oral,
correspondence or statement shall form part of the contract.
5 DELIVERY
All risk in the goods shall pass to
the Customer upon delivery.
6 TITLE
Title in the Goods shall not pass to
the Customer until the Supplier has been paid in full for the Goods.
7 CUSTOMER`S OBLIGATIONS
7.1 To enable the Supplier to perform
its obligations under this Agreement the Customer shall:
7.1.1 co-operate with the Supplier;
7.1.2 provide the Supplier with any information
reasonably required by the Supplier;
7.1.3 obtain all necessary permissions and
consents which may be required before the commencement of the
services; and
7.1.4 comply with such other requirements as may
be set out in the Specification Document or otherwise agreed between the
parties.
7.2 The Customer shall be liable to
compensate the Supplier for any expenses incurred by the Supplier as a result of
the Customer’s failure to comply with Clause 7.1.
7.3 In the event that the Customer or any
third party, not being a sub-contractor of the Supplier, shall omit or commit
anything which prevents or delays the Supplier from undertaking or complying
with any of its obligations under this Agreement, then the Supplier shall
notify the Customer as soon as possible and:
7.3.1 the Supplier shall have no liability in
respect of any delay to the completion of any project;
7.3.2 if
applicable, the timetable for the project will be modified accordingly;
7.3.3 the Supplier shall notify the Customer at
the same time if it intends to make any claim for additional costs.
8 ALTERATIONS TO THE SPECIFICATION
DOCUMENT
8.1 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.
8.2 The Customer may at any time request
alterations to the Specification Document by notice in writing to the
Supplier. On receipt of the request for
alterations the Supplier shall, within 5 working days or such other period as
may be agreed between the parties, advise the Customer by notice in writing of
the effect of such alterations, if any, on the price and any other terms
already agreed between the parties.
8.3 Where the Supplier gives written notice
to the Customer agreeing to perform any alterations on terms different to those
already agreed between the parties, the Customer shall, within 5 working days
of receipt of such notice or such other period as may be agreed between the
parties, advise the Supplier by notice in writing whether or not it wishes the
alterations to proceed.
8.4 Where the Supplier gives written notice
to the Customer agreeing to perform alterations on terms different to those
already agreed between the parties, and the Customer confirms in writing that
it wishes the alterations to proceed on those terms, the Specification Document
shall be amended to reflect such alterations and thereafter the Supplier shall
perform this Agreement upon the basis of such amended terms.
9 WARRANTY
9.1 The Supplier warrants that the services
performed under this Agreement shall be performed using reasonable skill and
care, and of a quality conforming to generally accepted industry standards and
practices.
9.2 Except as expressly stated in this
Agreement, all warranties whether express or implied, by operation of law or
otherwise, are hereby excluded in relation to the goods and services to be
provided by the Supplier.
10 INDEMNIFICATION
The Customer shall indemnify the Supplier against all
claims, costs and expenses which the Supplier may incur and which arise,
directly or indirectly, from the Customer’s breach of any of its obligations
under this Agreement, including any claims brought against the Supplier
alleging that any goods and/or services provided by the Supplier in accordance
with the Specification Document infringes a patent, copyright or trade secret
or other similar right of a third party.
11 LIMITATION
OF LIABILITY
11.1 Except in respect of death or personal
injury due to negligence for which no limit applies, the entire liability of
the Supplier to the Customer 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 Customer to which the claim relates.
11.2 In no event shall the Supplier be liable
to the Customer for any 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 the
Supplier had been made aware of the possibility of the Customer incurring such
a loss.
11.3 Nothing in these Terms and Conditions
shall exclude or limit the Supplier’s liability for death or personal injury
resulting from the Supplier’s negligence or that of its employees, agents or
sub-contractors.
12 TERMINATION
Either party may terminate this
Agreement forthwith by notice in writing to the other if:
12.1 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;
12.2 the other party commits a material breach
of this Agreement which cannot be remedied under any circumstances;
12.3 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 makes an order to that
effect;
12.4 the other party ceases to carry on its
business or substantially the whole of its business; or
12.5 the other party is declared insolvent, or
convenes a meeting of or makes 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.
13 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 Supplier, and the Customer shall do
all that is reasonably necessary to ensure that such rights vest in the
Supplier by the execution of appropriate instruments or the making of
agreements with third parties.
14 FORCE MAJEURE
Neither party shall be liable for
any delay or failure to perform any of its obligations if the delay or failure
results from events or circumstances outside its reasonable control, including
but not limited to acts of God, strikes, lock outs, 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.
15 INDEPENDENT CONTRACTORS
The Supplier and the Customer 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
Supplier may, in addition to its own employees, engage sub-contractors to
provide all or part of the services being provided to the Customer and such
engagement shall not relieve the Supplier of its obligations under this
Agreement or any applicable Specification Document.
16 ASSIGNMENT
The Customer shall not be entitled to assign its rights or
obligations or delegate its duties under this Agreement without the prior
written consent of the Supplier.
17 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.
18 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.
19 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.
20 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.
21 NO THIRD PARTIES
Nothing in this Agreement is intended to, nor shall it
confer any rights on a third party.
22 CANCELLATION
In the event that the Customer
Less than 1 week before the project
date 100% of the price set out in the quotation or estimate.
Less than 1
Less than 3
23 LOSSES AND DAMAGES
23.1 The
Customer shall pay the Supplier the full retail cost of any goods on hire which
are lost, stolen or damaged beyond repair.
23.2 The
Customer shall insure the goods on hire against the above liability.
24 GOVERNING LAW AND JURISDICTION
This Agreement shall be governed by
and construed in accordance with the law of