(Valid from 1st June 2012)
a) The “Company” shall mean Flintloque Management Systems Ltd.
b) The “Service” shall mean any advice, assistance, documentation, instruction, presentation or training given by the Company to the Customer as the result of a Contract.
c) The “Customer” shall mean the person, firm, company or body to which the Company provides the Service.
d) The “Contract” shall mean any legally binding contract including agreed dates for on-site visits for the supply of the Service by the Company to the Customer.
e) The “Conditions” means these terms and conditions.
2. Terms and Conditions
a) These Conditions shall apply to all Contracts for the supply of the Service by the Company to the Customer to the exclusion of all other terms and conditions including any terms and conditions which the Customer may purport to apply under any purchase order confirmation or similar document.
b) All orders for Service shall be deemed to be an offer by the Customer to purchase the Service pursuant to these Conditions.
c) All sales made by the Company are made on the following terms and conditions that the Company may from time to time alter. No variation of these Conditions will be binding on the Company unless confirmed in writing by a director of the Company.
d) The Customer is responsible for deciding on the suitability of the Service offered for any purpose and for the consequences arising.
e) The subject matter of the Contract shall remain confidential and shall not be disclosed nor used for any unauthorised purpose. Subject to the provisions of the Data Protection Act 1998, the existence of the Contract will only be divulged by the Company with the agreement of the Customer. The Company will not disclose to third parties other than as required by a court of law or other competent authority any proprietary data and other information concerning the Service without the prior written consent of the Customer.
3. Prices, Payment and Delivery
a) The charges payable by the Customer to the Company for the Service are those set out in the Contract supplied by the Company to the Customer or as quoted in writing by the Company to the Customer or their legal representative. Charges are agreed on a per day basis with one day being of seven hours duration unless otherwise specified in the Contract. The agreed daily charge is the basis for pro rata charges for Services provided by the Company outside the agreed hours for the duration of the Contract.
b) The Company reserves the right to vary the prices for the Service between the date of the Contract and the performance of the Service in the event of and to the extent of any increase in the cost of labour or materials or any delay howsoever caused by any other variation in the costs to the Company of providing the Service.
c) Unless otherwise agreed, the Company will issue an invoice for payment within 14 days of the invoice date for payment shall be of the essence of the Contract.
d) For so long as any amount to be paid for the Service remains owing to the Company, title to the Service and any reports or information prepared by the Company as part of the Service will remain with the Company and will not pass to the Customer until the Company has received payment in full including any interest due in accordance with Clause 3e.
e) The Company may charge interest at 4% above HSBC Bank plc base rate from time to time on any payment not received by the due date until such sum is received both before and after judgement.
f) The Customer will have no right of set-off.
g) The charges payable by the Customer for the Service are exclusive of travel, postage, packaging, other delivery charges and Value Added Tax. Value Added Tax shall be due at the rate ruling on the date of the invoice or the date of payment (where payment is in advance of delivery).
h) If the Company provides a quotation for Service to the Customer this shall only be valid for a period of 30 (thirty) days from the date of issue.
i) Delivery of any reports or information prepared by the Company shall be made by surface post and/or electronic transfer. All delivery dates and times are approximate only and are given in good faith by the Company and whilst every effort will be made to comply with the Customer’s requests and stated delivery dates, the Company cannot be held responsible or deemed to have broken a Contract if delivery is late due to unforeseen circumstances beyond the Company’s control. Time for delivery shall not be of the essence of the Contract unless previously agreed by the Company in writing. Delivery charges are made to the Customer unless otherwise agreed in writing by the Company. The Customer will be informed of these charges.
4. Cancellation/Termination & Charges Arising
a) Subject to the payment of the charges set out in this clause (“the Cancellation Charges”) the Contract may be cancelled at any time by the Company or the Customer by notice in writing via electronic or other means.
i. On termination by the Company or the Customer, the Customer shall be liable to pay the Company for the Service completed by the Company up to and including the date of termination together with the costs of the materials ordered by the Company and the related expenses already incurred in the performance of the Service.
ii. On termination by the Customer within (7) seven days of an agreed on-site visit date, the Customer will be liable to pay the Company 10% of the price of the Service.
iii. On termination by the Customer within (4) four days of an agreed on-site visit date, the Customer will be liable to pay the Company 25% of the price of the Service.
iv. On termination by the Customer within (2) two days of an agreed on-site visit date, the Customer will be liable to pay the Company 50% of the price of the Service.
5. Project Management
a) The Company may specify the length of time over which the Service will be performed and the date of delivery of any reports and may divide the Service into separate parts or stages to run consecutively or concurrently as the Company shall in its absolute discretion decide.
b) The Company may at its discretion release to the Customer interim reports prior to provision of the final report. Unless expressly agreed in writing, the Contract shall be non-severable irrespective of the number of stages or parts into which it is divided by the Company.
c) Any dates quoted by the Company to the Customer for the provision of the Service are approximate and do not have any contractual effect, and shall not be treated as being of the essence of the Contract, except where detailed in clause 4 above.
d) The Company will not be liable to the Customer for any loss or damage direct or indirect, caused or occasioned by any delay howsoever arising from the performance of the Service.
e) Without prejudice to the foregoing, in the event of any unreasonable delay on the part of the Company in the completion of the Service beyond the time agreed with the Customer, the Company will as soon as reasonably practicable notify the Customer of the delay. Within 28 days of receipt of such notice the Customer may, by notice in writing, cancel any part or stage of the Contract the performance of which has not at the date of the giving of the notice by the Customer been commenced by the Company subject to the payment of all charges due and outstanding to the Company.
6. Warranty of Performance
a) The Company shall exercise all reasonable skill and care in the performance of the Service but does not represent, guarantee or warrant that any particular advice, assistance, instruction, presentation or training (whether expressly specified by the Customer or not) will be given or be valid. Except in the case of death or personal injury the Company’s total liability to the Customer whether for negligence, breach of contract or otherwise shall in no circumstances exceed the charges payable by the Customer for the Service. The Company accepts no liability of whatever nature arising as a result of any representations, breach of contract, negligence or otherwise including but not limited to any liability for indirect or consequential loss, loss or corruption of data, or loss of profits, revenue, business or goodwill. All conditions, warranties, guarantees and representations, express or implied, by statute, common law or otherwise in relation to the Service (other than any liability which the Company is not permitted by law to exclude or restrict) are hereby excluded to the fullest extent permitted by law.
7. Force Majeure
a) The Company accepts no liability for loss or damage arising from fire, flood, meteorological conditions, war, riot, civil commotion, malicious damage, industrial disputes, industrial action, transport delays, accidents of any kind, perils of the sea or rivers, acts of God, government or local authority restrictions, force majeure or other contingencies which prevent or delay the Company’s implementation of its obligations under the Contract.
a) The Contract is between the Company and the Customer as principals and shall not be assignable by the Customer. The Company may sub-contract the performance of the Contract in whole or in part.
b) The Company may at its discretion suspend or terminate the provision of the Service if the Customer fails to make any payment when and as due or otherwise defaults in any of its obligations under the Contract or any other agreement with the Company or enters into a Deed of Arrangement or has a Receiver or Administrative Receiver appointed over the whole or any part of its property, assets or undertaking or has a petition presented for winding up or bankruptcy or for the making of an Administration Order or convenes a meeting for the purpose of considering a resolution for winding up or fails to comply with any statutory demand or makes a voluntary arrangement under the Insolvency Act 1986 or the Company bona fide believes that any of those events may occur.
c) The Customer shall indemnify the Company (and keep it indemnified) against all claims, losses, costs and expenses (including legal expenses on an indemnity basis) howsoever arising in respect of any claims made by third parties against the Company arising out of the provision of the Service.
d) Any notice to be given under the Contract shall be given in writing and may be sent by first class prepaid letter post or facsimile addressed to the receiving party at the last known address of the recipient (in which event it shall be deemed to have been given on the second day following the day on which the notice was posted).
e) Clause headings are for information purposes only and do not affect the interpretation of or form part of these Conditions.
f) This Contract, its construction and all and any disputes or litigation arising therefrom shall be governed by English Law and subject to the exclusive Jurisdiction of the English Courts.
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