Terms of Use
STANDARD TERMS AND CONDITIONS FOR
SUPPLY OF SERVICES OF TQ RECYCLING
LLP
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 Service
Specification;
1.2 "Customer" means the
organisation or person who purchases
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 "Service Specification" means a
statement of work, quotation or
other similar document describing
the services to be provided by the
Supplier;
1.5 "Supplier" means TQ Recycling
LLP of Suite 2, Duke Chambers,
Bridge St, Kingsbridge, Devon, TQ7
1HX.
2 - GENERAL
2.1 These Terms and Conditions shall
apply to all contracts for the
supply of services by the Supplier
to the Customer.
2.2 Before the commencement of the
services the Supplier shall submit
to the Customer a Service
Specification which shall specify
the services to be performed and the
fees payable. The Customer shall
notify the Supplier immediately if
the Customer does not agree with the
contents of the Service
Specification. All Service
Specifications 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 - FEES AND PAYMENT
3.1 The fees for the performance of
the services are as set out in the
Service Specification. The Supplier
shall invoice the Customer for the
services as they occur or monthly as
required with payment due 14 days
after the month end in which the
invoice is raised.
3.2 Invoiced amounts shall be due
and payable within 14 days of
receipt of invoice, due 14 days
after the month end in which the
invoice is raised.
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 4% per annum
above the base rate of the Bank of
England. In the event that the
Customers 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 services are rendered.
4 - CUSTOMERS OBLIGATIONS
4.1 To enable the Supplier to
perform its obligations under this
Agreement the Customer shall:
4.1.1 co-operate with the Supplier;
4.1.2 provide the Supplier with any
information reasonably required by
the Supplier;
4.1.3 obtain all necessary
permissions and consents which may
be required before the commencement
of the services; and
4.1.4 comply with such other
requirements as may be set out in
the Service Specification or
otherwise agreed between the
parties.
4.2 The Customer shall be liable to
compensate the Supplier for any
expenses incurred by the Supplier as
a result of the Customers failure to
comply with Clause 4.1.
4.3 Without prejudice to any other
rights to which the Supplier may be
entitled, in the event that the
Customer unlawfully terminates or
cancels the services agreed to in
the Service Specification, the
Customer shall be required to pay to
the Supplier as agreed damages and
not as a penalty the full amount of
any third party costs to which the
Supplier has committed and in
respect of cancellations on less
than five working days written
notice the full amount of the
services contracted for as set out
in the Service Specification, and
the Customer agrees this is a
genuine pre-estimate of the
Suppliers losses in such a case. For
the avoidance of doubt, the
Customers failure to comply with any
obligations under Clause 4.1 shall
be deemed to be a cancellation of
the services and subject to the
payment of the damages set out in
this Clause.
4.4 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:
4.4.1 the Supplier shall have no
liability in respect of any delay to
the completion of any project;
4.4.2 if applicable, the timetable
for the project will be modified
accordingly;
4.4.3 the Supplier shall notify the
Customer at the same time if it
intends to make any claim for
additional costs.
5 - ALTERATIONS TO THE SERVICE
SPECIFICATION
5.1 The parties may at any time
mutually agree upon and execute new
Service Specifications. Any
alterations in the scope of services
to be provided under this Agreement
shall be set out in the Service
Specification, which shall reflect
the changed services and fees and
any other terms agreed between the
parties.
5.2 The Customer may at any time
request alterations to the Service
Specification 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 fees and any other terms
already agreed between the parties.
5.3 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.
5.4 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 Service
Specification shall be amended to
reflect such alterations and
thereafter the Supplier shall
perform this Agreement upon the
basis of such amended terms.
6 - WARRANTY
6.1 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.
6.2 Without prejudice to Clause 6.1,
and 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
services to be provided by the
Supplier.
7 - 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 Customers
breach of any of its obligations
under this Agreement, including any
claims brought against the Supplier
alleging that any services provided
by the Supplier in accordance with
the Service Specification infringes
a patent, copyright or trade secret
or other similar right of a third
party.
8 - LIMITATION OF LIABILITY
8.1 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 fees paid by the Customer to
which the claim relates.
8.2 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.
8.3 Nothing in these Terms and
Conditions shall exclude or limit
the Suppliers liability for death or
personal injury resulting from the
Suppliers negligence or that of its
employees, agents or
sub-contractors.
9 - TERMINATION
Either party may terminate this
Agreement forthwith by notice in
writing to the other if:
9.1 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;
9.2 the other party commits a
material breach of this Agreement
which cannot be remedied under any
circumstances;
9.3 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;
9.4 the other party ceases to carry
on its business or substantially the
whole of its business; or
9.5 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.
10 - 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.
11 - 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.
12 - 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.
13 - 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.
14 - 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.
15 - 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.
16 - 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 Service
Specification 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.
17 - 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.
18 - NO THIRD PARTIES
Nothing in this Agreement is
intended to, nor shall it confer any
rights on a third party.
19 - GOVERNING LAW AND
JURISDICTION
This Agreement shall be governed by
and construed in accordance with the
law of England and the parties
hereby submit to the exclusive
jurisdiction of the English courts.
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