GENERAL CONDITIONS FOR THE SUPPLY OF SERVICES
In these General Conditions
- "The Company" means Dalton Farrow Designs Ltd.
- "The Client" means any party with whom the Company enters into a contract.
- "The Contract" means the contract entered into between the Company and the Client.
- "The Price” means the price of the services provided by the Company under the Contract, whether expressed as a fixed sum or as an hourly rate.
- "The Services” means the provision of a draughtsman and associated draughting services.
2 The Contract
- The Contract arises when the Company accepts in writing the Client's instructions.
- No variation of the Contract shall have effect unless it is agreed in writing by the Company.
3 The Price
- The Price is exclusive of value added tax which will be charged at the appropriate rate.
- The Company shall be entitled to increase the Price in any of the following events
- after 3 months from the date of the Contract being made but by no more than 10% of the Price, and
- if the Price is a fixed sum, upon any variation to the Contract being agreed, but by no more than a reasonable amount for such variation unless an additional amount is agreed.
- The company shall be entitled to render invoices to the Client weekly, it the Price is calculated at an hourly rate.
- If the Price is a fixed sum,- the Company shall be entitled to render invoices to the Client weekly on account on a reasonable pro rata basis according to the work done.
- Each invoice of the Company shall be paid by the Client within 30 days of the invoice being delivered.
- The Company shall be entitled to charge the Client interest on the amount outstanding on any invoice from the date when it was due for payment until actual payment at a rate of 2.5% per calendar month.
- The time stipulated for payment of the invoice shall be of the essence and failure to pay within that time shall entitle the Company without incurring any liability to the Client and without prejudice to any other remedy available to the Company, upon 7 days notice in writing to the Client either to suspend further performance of the contract or of any other contract between the Company and the Client until payment, or to cancel the Contract or any other such contract.
- The copyright in all plans, drawings and designs produced under the Contract by or on behalf of the Company shall remain the property of the Company for the duration of the Contract and after termination at the Contract until all invoices rendered by the Company to the Client have been paid.
- The Client shall have a license to use the plans, drawings and designs for so long as the Company owns the copyright, but the license may be revoked or suspended by the Company without the Company incurring any liability to the Client by written notice to the Client in the event of the Client breaching any condition or term of the Contract.
- The Company shall use all reasonable professional care and skill to comply with the requirements of the Client under the Contract.
- No times or dates specified in the Contract shall be of the essence unless agreed in writing by the parties.
- Provided the Company has complied with the conditions and terms of the Contract, any failure by the Company to comply with the requirements of the Client shall not be a breach of contract nor shall the Client be entitled to repudiate or rescind the Contract or claim compensation or any other relief.
- (a) For so long as the Company is prevented or hindered from performing the Contract by any circumstances beyond its reasonable control, further performance shall be suspended.
(b) If the performance of the Contract is so suspended for more than three consecutive calendar months, the Client may by notice in writing to the Company forthwith terminate the Contract and pay for all services already performed either at the appropriate hourly rate or. it the Price is a fixed sum, as a fair proportion thereof, in either case according to the time spent and the Client shall also pay for any other additional costs thereby incurred by the Company.
- The Client shall give to the Company such instruction in full plans, drawings and specifications as shall be necessary and at all times promptly so that the Company can fulfil it’s obligations under the Contract.
- If performance of the Contract is suspended at the request of or delayed through the default of the Client, the Company shall be entitled to render an invoice to the Client for services already performed either at the appropriate hourly rate or if the Price is a fixed sum, as a fair proportion thereof, in either case according to the time spent and the Client shall also pay for any other
7 Drawings, plans and specifications
- If during performance of the Contract, the Company determines that there is a defect in any drawings, plans and specifications, the Company shall be given a reasonable opportunity to rectify any such defect.
8 Company's Liability
- The liability of the Company to pay compensation for any claims made by the Client against the Company under the Contract shall be limited to the actual costs of rectification of redrawing of the drawings, plans and specifications in question.
- The Company shall not be liable for any economic loss, loss of production, loss at profit, loss of opportunity or loss of bargain suffered by the Client as a result of any breach of The Company shall be entitled to assign, sub-contract or sub-let performance of the Contract or any part thereof.
- The Company accepts no responsibility for the accuracy or suitability of patterns, designs, drawings, plans, particulars, information, instructions or specifications supplied by the Client or any, failure by the Client to supply any of the same.
- The Company shall not be liable in any way whatsoever for any losses arising to the Client if the instructions given by the Client to the Company including any plans, drawings and specifications are inaccurate or unsuitable.
- Unless otherwise agreed in writing by the Company, the Company gives no warranty that the drawings, plans and specifications produced under the Contract will be adequate and suitable for the purpose intended by the Client.
- The Client shall be responsible for checking the accuracy of the drawings, plans and specifications produced under the Contract before using the same and the Company shall not be liable if it fails to do so.
9 Client's Warranty
The Client warrants that the Company will not infringe any patent, copyright, registered design or any other proprietary right of any third party performing the Contract.
The Company shall have a lien on all property of the Client in its possession for any unpaid invoice.
(1) The company may terminate the Contract by written notice to the Client (but without prejudice to any claim or right which the Company may have) in any of the following events:‑
- if the Client shall either persistently breach any term of the Contract, or
- if the Client shall fail to remedy a breach of any terms of the Contract, if capable of remedy, within a period of five days from receipt of a notice in writing from the Company requiring such breach to be remedied, or
- if a distress or execution is levied upon a property of the Client, or
- if the Client, being a person, is adjudged bankrupt. or enters into a voluntary arrangement under Part VIII of the Insolvency Act 1986, or
- the Client, being a partnership. is wound up, or
- if the Client, being a company, has a receiver appointed of the whole or in part of its undertaking.
(2) the Client may only terminate the Contract if the Price is calculated at an hourly rate by giving to the Company not less than seven days notice in writing.
12 Restriction on Employment of Company Staff
- During the currency at the Contract and for a period of six months after termination of the Contract, neither the Client nor any associated company of firm of the Client shall not in any capacity whatsoever employ any draughtsman provided by the Company under the Contract unless the Company has first given its consent to such employment in writing.
- If the Company gives its consent under Paragraph 12(1) hereof, or if the Client breaches its obligation contained in the paragraph, the Client shall by way of compensation pay to the Company a sum equal to a six month’s salary of the draughtsman of the Company's choosing.
13 Force Majeure
The Company shall not be liable to the Client for any direct or indirect loss arising horn the Company's failure to perform the Contract by reason of an act of God riot or civil commotion, strike, lock-out, fire, flood, act of Government or any other cause whatsoever beyond its control.
The rights of the Company under the Contract shall not be waived if the Company fails or agrees or chooses not to assert any right, or acts in any other particular way.
15 Client's Indemnity
The Client shall fully indemnify the Company against any loss damage, penalties, costs, expenses and any other liability incurred by the Company as a result of any breach of any term or condition of the Contract by the Client, and this shall include an indemnity against any compensation paid by the Company upon legal advice to settle a claim out of Court.
16 Proper Law
The contract shall be governed by the laws of England.
COMPANY NAME AND ADDRESS……………………………………………………………………………………………………………………
PLEASE RETURN THE SIGNED AND DATED DOCUMENT TO DALTON FARROW DESIGNS LTD IN ORDER TO START THE CONTRACT.