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1. Definitions & Interpretation
1.1 In these Conditions of Sale the following definitions apply:-
‘Client’ means the person, firm, organisation or corporate body to whom and at whose request the Supply is made at a price (‘the Price’).
‘BIC’ is North East Business and Innovation Centre Limited whose address is at Wearfield Sunderland Enterprise Park East, Sunderland, SR5 2TA. In these Conditions the BIC shall mean North East Business and Innovation Centre Limited.
‘Supply’ means all work to be carried out and/or all goods to be supplied by the BIC to the Client as agreed between the parties.
‘Contract’ means all contracts for sale of the Supply to the Client
1.2 Unless the context otherwise requires, references to the singular include the plural and references to the masculine include the feminine and neuter genders and vice versa.
1.3 The headings in these Conditions are inserted for convenience only and shall not affect their construction.
1.4 Anything in this offering which is required to be ‘agreed in writing’ shall be agreed in writing signed by a director of the BIC.
2. General and Acknowledgement
2.1 These Conditions or an updated version sent to the Client replacing these Conditions shall apply to all contracts for the sale of Supply to the Client to the exclusion of all other terms and conditions including any terms or conditions which the Client may purport to apply under any purchase order, confirmation of order or similar document.
2.2 Placing an order to the BIC shall be deemed conclusive evidence of the Client’s acceptance of these Conditions and its acknowledgment that these Conditions inclusive of those conditions which seek to limit the liabilities of the BIC are reasonable. The Client should purchase adequate insurance to cover all relating risks.
2.3 Unless otherwise agreed in writing by the BIC, these Conditions and the BIC’s most updated quotation for the Supply shall constitute the entire agreement between the Client and the BIC and shall supersede and replace all other warranties, representation and terms whether expressed or implied, oral or written.
2.4 Any variation to these Conditions (including any special terms and conditions agreed between the parties) shall be inapplicable unless agreed in writing by the BIC.
2.5 In the cases where the BIC acts as an introducer or agent of a third party, any claim disputes and action shall be dealt with between the Client and the third party.
2.6 All quotations from the BIC shall be regarded as invitation to treat. Unless otherwise is stated in the quotation, they are valid for 30 days from the date thereof.
3. Price, Payment & Variation
3.1 The price payable by the Client shall be the price agreed between the parties, subject to variation in accordance with these Conditions. The price is exclusive of VAT and other sales tax which shall be payable by the Client. A deposit at the time of order may be required.
3.2 If no price has been agreed before the execution of the Supply, the Price shall be charged at the BIC’s fee earner’s normal hourly rate.
3.3 Where (1) delays by the Client cause the Supply to be extended beyond the time specified, (2) changes in the specification and conditions are made or additional supply are requested by the Client and accepted by the BIC or (3) changes are required in any part of the Supply which has been made by the BIC and in any way accepted by the Client, the BIC shall be entitled to a reasonable extension of time and price increase and/or advance payment.
3.4 Payment of the Price and other payments shall be due in accordance with the payment terms agreed between the parties. Failure to make payment on the due date, the BIC shall be entitled to charge interest under the Late Payment of Commercial Debt Act 1998 as amended.
3.5 The Client shall not be entitled to withhold payment of any amount payable under the Contract against any amount due or claimed to be due from the BIC to the Client.
3.6 The property in the Supply shall not pass from the BIC until the Price and other payments have been paid in full. The BIC is entitled to recover the Supply in respect of which title has not passed to the Client at any time and without liability to the Client. The BIC shall be entitled to recover all sums payable by the Client and other damages under the Contract.
4. Completion & Delivery
4.1 The BIC will take all reasonable steps to complete the Supply as required. The Client must understand that most of the Supplies are of non-standard nature and therefore time for completion shall not be of the essence.
4.2 Unless otherwise agreed in writing by the BIC, the Client shall arrange collection of the Supply from a location of where the BIC informs the Client. If the BIC agrees to deliver the goods, time for delivery is given in good faith as an indication. The Client shall have no right to damages or to cancel the Contract for failure for whatever cause to meet any delivery time stated. The Client shall be responsible for off-loading and distribution of any Supply delivered.
4.3 The risk of the Supply shall pass to the Client upon the Client’s collection or the BIC’s delivery. The Client shall insure and keep insured the Supply to the full price against ‘all risks’ until the date that property in the Supply passes from the BIC.
5. Information & Intellectual Property
5.1 When the Supply is carried out in accordance with the Client’s requirements and specification, the Client shall inform us of any legal requirements which are relevant to the Supply and its business to enable the BIC to complete the Supply lawfully. Because of the innovative nature of most of the Supply, the Client shall share the design responsibility with the BIC and shall also be involved and/or supervise the Supply as it develops.
5.2 If the Supply is made in accordance with information, design and specification provided by the Client, the Client shall make sure and warrants that the use of those information, design and specification are lawful and shall not infringe the rights of any third party.
5.3 The BIC may from time to time make changes in the specifications of the Supply which are required to comply with any applicable safety or statutory requirements. Should the Client not agree with the changes, the BIC is entitled to repudiate the Contract without further liability to the Client and the Client shall pay for the part of the Supply already carried out or supplied to the Client.
5.4 It shall be the responsibility of the Client to inspect all proofs of Supply submitted for approval and the BIC shall not be liable for any errors not corrected by the Client in proofs so submitted.
5.5 It is important that the Client shall supply and deliver promptly all materials and communications required for the performance of any part of the Supply.
5.6 Unless otherwise is agreed in writing, all intellectual properties resulting from the Supply shall belong to the BIC. The Client shall not use or transfer to a third party any materials which contain such intellectual properties without first obtaining written consent from the BIC.
5.7 All reports and information provided by the BIC to the Client in relation to the Supply are provided for the sole use of the Client and the BIC accepts no responsibility nor liability arising from any reliance that may have on such reports and information by any third parties unless the BIC has given prior written permission specifically for such use or reliance.
6. Care & Liability
6.1 The Client shall inspect and test the Supply on delivery/collection and shall within one month of delivery/collection notify the BIC in writing of any alleged defect, damage or failure to comply with description or specification. The Client shall afford the BIC an opportunity to inspect and make good the Supply within a reasonable time following such notification. If the Client does not invoke this sub-clause, it shall be conclusive evidence that the Supply has been made in accordance with the Contract and free from any defect.
6.2 All terms whether implied by statute or otherwise are excluded from this Contract. The BIC shall be under no liability whatever to the Client for any indirect loss and/or expense (including loss of profit) suffered by the Client arising out of a breach by the BIC of the mentioned terms or the Contract. Under no circumstances shall the liability of the BIC exceed the Price of the Supply.
6.3 Nothing in these Conditions shall restrict or exclude liability for death or personal injury caused by the negligence of the Company.
7. Force Majeure
7.1 The BIC shall not be liable to the Client for any loss or damage which may be suffered by the Client as a direct or indirect result of the duties and/or obligations of the BIC in the Contract being prevented, hindered, delayed or rendered uneconomic by reason of any Force Majeure Circumstances.
7.2 In these Conditions “Force Majeure Circumstances” shall mean any act of God, war, riot, strike, lock-out, industrial action, accident, breakdown of plant or machinery, fire, flood, drought, storm, difficulty or increased expense in obtaining materials or transport or other circumstances beyond the reasonable control of the BIC.
If the Client fails to make payment for the Supply in accordance with the Con¬tract or commits any other breach of the Contract or if any dis¬tress or execution shall be levied upon any of the Client’s goods or if the Client offers to make any arrangement with its creditors or if any petition in bank¬ruptcy is presented against the Client or the Client is unable to pay its debts as they fall due or if being a limited company any resolution or petition to wind up the Client (other than for the purpose of amalgamation or reconstruction without insolvency) shall be passed or presented or if a receiver administrative receiver or manager shall be appointed over the whole or any part of the Client’s business or assets, the BIC may in its absolute discretion and without prejudice to any other rights which it may have suspend the Supply under the Contract and/or terminate the Contract without liability upon its part.
9. Assignment & Subcontract
The Client shall not be entitled to assign the Contract without the prior written consent of the BIC. The BIC shall be entitled to assign the Contract or subcontract part of the Contract to a third party
10. No Solicitation
The Client undertakes not to employ any employee, former employee, subcontractor or former subcontractor who has been engaged by the BIC for the execution of the Contract before and within a period of nine months after the BIC has completed the Contract.
11. Invalidity of Part of Contract
If any part of this Contract is held to be a violation of any applicable law, statute or regulation, it shall be deemed to be deleted from this Contract and shall be of no force and effect and this Contract shall remain in full force and effect as if that part had not originally been contained in the Contract.
12. Third Party’s Right
Nothing in these Conditions confers or purports to confer on any third party any benefit or any right to enforce any term in these Conditions and the parties that the terms of the Contract are not enforceable by a third party under the Contracts (Rights of Third Parties) Act 1999.
The failure by either party to exercise or enforce any rights conferred by the Contract shall not be deemed to be a waiver of any such right nor operate so as to bar the exercise or enforcement thereof at any time or times thereafter.
The Contract shall in all respects be governed by and construed and interpreted in accordance with the laws of England and the parties hereby submit to the exclusive jurisdiction of the English Courts. (Ver.B 0610)